FORM 10-Q SB

                       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, 1996               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, 1996.

    Title of Class                        Number of Shares Outstanding
    --------------                        ----------------------------

Common Stock, par value
$.01, per share                                    34,641,952

Preferred Stock, par value                              2,074
$.01 per share
<PAGE>
                          MEDISCIENCE TECHNOLOGY CORP.
                                NOVEMBER 30, 1996


                                      INDEX


PART I.               Financial Information   
                                  
Item 1.               Financial Statements

                      Balance Sheets as at November 30, 1996
                      (Unaudited) and February 28, 1996 
                        
                      Statement of Operations for the Three and Nine
                      Months ended November 30, 1996 (Unaudited) and
                      November 30, 1995 (Unaudited)  
                           
                      Statement of Cash Flows for the Nine Months ended
                      November 30, 1996 (Unaudited) and November 30,
                      1995 (Unaudited)  
                                        
                      Statement of Stockholders' Equity for the Nine
                      Months ended November 30, 1996 (Unaudited) 
               
                      Exhibit to Statements of Operations   
                    
                      Notes to Financial Statements  
                           
Item 2.               Management's Plan of Operation 
                           
PART II.              Other Information
                                         
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>
<TABLE>
<CAPTION>

                                     MEDISCIENCE TECHNOLOGY CORP.
                                            BALANCE SHEETS

                              ASSETS

                                                                        November 30,
                                                                           1996          February 28,
                                                                        (Unaudited)          1996
                                                                       ------------      ------------
<S>                                                                    <C>               <C>
CURRENT ASSETS
      Cash and Cash Equivalents ..................................     $  1,149,955      $    110,161
                                                                       ------------      ------------
PROPERTY, PLANT AND EQUIPMENT
      Net of Accumulated Depreciation $142,689 -
        November 30, 1996; $118,605 - February 28, 1996 ..........           47,577            67,481
                                                                       ------------      ------------
OTHER ASSETS
      Deferred Charges ...........................................             --                   8
      Patents - Net of Accumulated Amortization,
        $8,327 - November 30,1996; $6,375 - February 28, 1996 ....           30,673            32,625
      Goodwill - Net of Accumulated Amortization  $184,002 -
        November 30, 1996; $166,750 - February 28, 1996 ..........          275,998           293,250
                                                                       ------------      ------------
           Total Other Assets ....................................          306,671           325,883
                                                                       ------------      ------------
TOTAL ASSETS .....................................................     $  1,504,203      $    503,525
                                                                       ============      ============
                              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Accounts Payable ...........................................     $      4,255      $     16,785
      Other Accrued Liabilities ..................................          384,307           483,752
                                                                       ------------      ------------
           Total Current Liabilities .............................          388,562           500,537
                                                                       ------------      ------------
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 34,641,952 Shares .........          346,420           284,745
      Additional Paid-in Capital .................................       16,702,404        14,275,896
      Common Stock Subscription Receivable .......................             --             (18,750)
      Accumulated Deficit ........................................      (15,933,204)      (14,538,924)
                                                                       ------------      ------------
           Total Stockholders' Equity ............................        1,115,641             2,988
                                                                       ------------      ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY .........................     $  1,504,203      $    503,525
                                                                       ============      ============

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       MEDISCIENCE TECHNOLOGY CORP.
                                          STATEMENT OF OPERATIONS
                           FOR THE NINE MONTHS ENDED NOVEMBER 30, 1996 AND 1995
                                                (UNAUDITED)



                                                NINE MONTHS                        THREE MONTHS
                                                -----------                        ------------
                                            1996              1995              1996              1995
                                       ------------      ------------      ------------      ------------
<S>                                    <C>               <C>               <C>               <C>

Net Sales ........................     $       --        $       --        $       --        $       --
Cost of Sales ....................             --                --                --                --
                                       ------------      ------------      ------------      ------------
Gross Profit .....................             --                --                --                --
General and Administrative Expense        1,074,567           528,307           156,044           171,856
Product Development Expense ......          329,369           276,600           160,099            61,811
Advertising, Travel and Marketing            66,299            43,940            41,452            13,167
                                       ------------      ------------      ------------      ------------
      Total Expenses .............        1,470,235           848,847           357,595           246,834
                                       ------------      ------------      ------------      ------------
Other Income .....................           75,955             7,090            17,329             4,938
                                       ------------      ------------      ------------      ------------
Net Loss .........................     $ (1,394,280)     $   (841,757)     $   (340,266)     $   (241,896)
                                       ============      ============      ============      ============
Net Loss Per Common Share ........     $      (0.04)     $      (0.03)     $      (0.01)     $      (0.01)
                                       ============      ============      ============      ============
Weighted Average Number of Shares        33,544,916        25,658,958        34,641,952        27,093,625
  of Common Stock Outstanding          ============      ============      ============      ============
                                       

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                         MEDISCIENCE TECHNOLOGY CORP.
                                           STATEMENT OF CASH FLOWS
                             FOR THE NINE MONTHS ENDED NOVEMBER 30, 1996 AND 1995
                                                 (UNAUDITED)



                                                                                   1996             1995
                                                                               -----------      -----------
<S>                                                                            <C>              <C>                 
CASH FLOWS FROM OPERATING ACTIVITIES
      Net Loss ...........................................................     $(1,394,280)     $  (841,757)
      Adjustment for Item Not Requiring Cash Outlay
           Depreciation ..................................................          24,084           24,980
           Amortization ..................................................          19,204           19,200
           Stock Issued to Officer as Additional Compensation ............         453,184             --
           Stock Issued for Services .....................................           5,000             --
                                                                               -----------      -----------
                Subtotal .................................................        (892,808)        (797,577)
      Changes in Assets and Liabilities:
           (Increase) Decrease in Deferred Charges .......................               8            4,179
           (Decrease) Increase in Accounts Payable .......................         (12,530)           1,415
           (Decrease) in Other Accrued Liabilities .......................         (99,445)        (195,886)
                                                                               -----------      -----------
                Net Cash Flows Provided by (Used for) Operating Activities      (1,004,775)        (987,869)
                                                                               -----------      -----------
CASH FLOWS  FROM INVESTING ACTIVITIES
      Acquisition of Equipment ...........................................          (4,180)          (4,816)
                                                                               -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds From Issuance of Common Stock .............................       2,029,999        1,129,500
      Collection of Common Stock Subscriptions Receivable ................          18,750             --
                                                                               -----------      -----------
                Net Cash Flows Provided by (Used for) Financing Activities       2,048,749        1,129,500
                                                                               -----------      -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .........................       1,039,794          136,815
                                                                                                 
CASH AND CASH EQUIVALENTS
      Beginning Balance ..................................................         110,161           55,613
                                                                               -----------      -----------
      Ending Balance .....................................................     $ 1,149,955      $   192,428
                                                                               ===========      ===========

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                  MEDISCIENCE TECHNOLOGY CORP.
                                               STATEMENT OF STOCKHOLDERS' EQUITY
                                          FOR THE NINE MONTHS ENDED NOVEMBER 30, 1996
                                                          (UNAUDITED)


                                                                                      Common
                                                Preferred                             Stock                        Additional      
                                               Stock Number        Preferred        Number of        Common          Paid in       
                                                of Shares            Stock            Shares         Stock           Capital       
                                                ---------            -----            ------         -----           -------       
<S>                                               <C>                <C>            <C>             <C>            <C>  
Balance February 28, 1996                         2,074              $  21          28,474,455      $284,745       $14,275,896     
Collection of Common Stock
      Subscriptions Receivable                                                                                                     
Issuance of Common Stock for Cash                                                    2,666,667        26,666         1,953,333
Exercised Stock Options and
      Cancellation of Stock                                                          2,843,166        28,432           (28,432)
Stock Issued to Officer
      As Additional Compensation                                                       552,664         5,527           447,657
Exercise of Warrants
      For Common Stock                                                                 100,000         1,000            49,000
Issuance of Common Stock
      For Services                                                                       5,000            50             4,950
Net Loss for the Nine
      Months Ended November 30, 1996                                                                                               
                                                  -----              -----          ----------      --------       -----------   
Balance November 30, 1996                         2,074              $  21          34,641,952      $346,420       $16,702,404     
                                                  =====              =====          ==========      ========       ===========   

 
<CAPTION>
                                              Common Stock                            
                                              Subscriptions          Accumulated      
                                               Receivable              Deficit        
                                               ----------              ------- 
<S>                                            <C>                  <C>
Balance February 28, 1996                      $(18,750)            $(14,538,924)    
Collection of Common Stock                                                            
      Subscriptions Receivable                   18,750                               
Issuance of Common Stock for Cash                                                     
Exercised Stock Options and                                                           
      Cancellation of Stock                                                           
Stock Issued to Officer                                                               
      As Additional Compensation                                                      
Exercise of Warrants                                                                  
      For Common Stock                                                                
Issuance of Common Stock                                                              
      For Services                                                                    
Net Loss for the Nine                                                                 
      Months Ended November 30, 1996                                  (1,394,280)    
                                               ---------            ------------  
Balance November 30, 1996                      $   -                $(15,933,204)    
                                               =========            ============ 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                      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
                           -----------              -----------           -----------             -----------
<S>                         <C>                          <C>             <C>                       <C>
March 1996                  28,486,955                   -               28,486,955
April 1996                  31,153,622                   -               31,153,622
May 1996                    34,561,952                   -               34,561,952
June 1996                   34,566,952                   -               34,566,952
July 1996                   34,566,952                   -               34,566,952
August 1996                 34,641,952                   -               34,641,952
September 1996              34,641,952                   -               34,641,952
October 1996                34,641,952                   -               34,641,952
November 1996               34,641,952                   -               34,641,952                33,544,916

</TABLE>
<PAGE>
                          MEDISCIENCE TECHNOLOGY CORP.
                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 1996
                                   (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:

<TABLE>
<CAPTION>
               <S>                                     <C>
               Legal and Professional Fees             $  159,750
               Research & Development                     117,699
               Salaries, Consulting and Other             106,858
                                                       ----------
                                                       $  384,307
                                                       ==========
</TABLE>

NOTE 3     CANCELLATION OF STOCK OPTIONS

           In April,  1996,  various officers,  directors or shareholders of the
           Company  collectively  exercised  all of their  options and  acquired
           2,843,166  shares of the Company's  common stock at an exercise price
           of $0.25 per share.  Shares of stock owned by these  individuals were
           tendered to the Company as payment for the options exercised and were
           subsequently canceled by the Company.

NOTE 4     RELATED PARTY TRANSACTION

           As previously reported, the Company elected a new President and Chief
           Executive Officer,  Herbert L. Hugill. Mr. Katevatis remains Chairman
           and Treasurer of the Company.  Accordingly,  the employment agreement
           with Mr. Katevatis was amended  effective March 1, 1996 providing for
           an annual  salary of $100,000 per year for the next three  years.  In
           connection with this amendment, the Company issued 552,664 restricted
           shares of the Company's common stock in consideration for a reduction
           in the term of his employment agreement and a reduction in his annual
           salary.  Accordingly,  the Company recognized  $453,184 as additional
           compensation to Mr. Katevatis during the quarter ended May 1996.
<PAGE>
NOTE 5     OTHER INCOME

           Other income consists of the following:

<TABLE>
<CAPTION>
                 <S>                               <C>
                 Interest Income                   $   50,955
                 Licensing Option Fee                  25,000
                                                   ----------
                       Total                       $   75,955
                                                   ==========
</TABLE>
MANAGEMENT'S PLAN OF OPERATION

Except for the historical information contained in this section, the matters set
forth herein are forward-looking  statements that are dependent on certain risks
and uncertainties including such factors, among others, as the Company's ability
to  continuously  satisfy  the FDA's  requirements  for safety of  Mediscience's
medical  devices,  its  ability  to raise  sufficient  capital  to  conduct  the
necessary human clinical trials to ultimately prove the safety and effectiveness
of its medical devices  sufficiently to allow for FDA premarket approval and its
ability to sell its  devices to health care  providers  if it is  successful  in
completing their development.

The  Company's  mission is to discover,  develop and market novel and  effective
photonic   technologies  for  the  early  detection  of  cancer.  The  focus  of
Mediscience's  devices is aimed toward less invasive,  faster, more accurate and
more cost effective cancer diagnosis.

Mediscience's   primary   area   of   concentration   is  on   development   and
commercialization  of its patented  Tissue  Fluorescence  technology  which uses
light for non-invasive and minimally  invasive detection of cancer in humans, in
vivo (in the body).  Its secondary  focus is on research and  development of its
Optical Imaging  technology which uses laser light to image dense tissue without
exposing the body to harmful ionizing irradiation.

Mediscience  completed a phase I human clinical  feasibility study at New York's
Memorial  Sloan-Kettering  Hospital in 1994 and  demonstrated  the technical and
clinical  feasibility of Tissue  Fluorescence  to distinguish  among  cancerous,
pre-cancerous  and normal tissue in the oral cavity.  A phase II human  clinical
study is currently pending at Sloan-Kettering to build on this earlier work. The
pending  study will be  co-sponsored  by  Mediscience  and the  National  Cancer
Institute.

The Company is also planning to perform  additional  phase I human  clinical and
technical   feasibility   studies  to  define  additional   medical   diagnostic
applications for its Tissue Fluorescence technology that it can develop for sale
to the medical  marketplace.  Of the two clinical  feasibility  studies that are
committed presently,  one involves in vivo optical diagnosis of breast tumors by
passing a fine optical fiber through a minimally invasive stereotactic needle to
optically  determine if the tumor is cancerous or benign  without  performing an
open surgical biopsy,  while the second involves optical  assessment of patients
with Barrett's esophagus, a known precursor to esophageal cancer in some people.
In addition,  up to four additional clinical feasibility studies are anticipated
during the next 18 months.
<PAGE>
In  addition  to working on its own,  Mediscience  is also  seeking  one or more
corporate alliance arrangements to jointly develop specific end use applications
for its two technologies.  The Company has continuing discussions ongoing with a
small number of highly  qualified  firms,  any one of which could  substantially
assist the Company in achieving its goals if  satisfactory  arrangements  can be
arrived at.

Mediscience  subcontracts  its research and  development  through an arrangement
with the City  University of New York.  Dr. Robert  Alfano,  a consultant to the
Company,  distinguished  professor  of science and  engineering  at CUNY and the
inventor  of  the  technology,  supervises  the  Company's  research  as  CUNY's
Principal  Investigator.  As a result of the contract research relationship with
CUNY, the Company has exclusive  rights to 12 patents and optional  rights to 21
pending  patents.  Mediscience  has also licensed 3 other patents from two other
institutions.

The Company has a research agreement with Sloan-Kettering Cancer Research Center
for investigation of its Tissue Fluorescence technology and also maintains close
working   relationships   with   Columbia   Presbyterian   Hospital,   New  York
Hospital-Cornell  Medical Center and Massachusetts  General  Hospital.  Both the
breast clinical  feasibility study and the Barrett's esophagus study,  mentioned
above, are planned to be conducted at Massachusetts General Hospital and Cornell
Medical Center, respectively.

Mediscience  has developed two prototype  medical devices and has a third device
in progress.  CD Scan, the first device, has been tested  pre-clinically and was
successfully  used in the above  noted  phase I  clinical  feasibility  study at
Memorial  Sloan-Kettering.  The CD Scan  device  will also be used in a phase II
human  clinical  study that is scheduled  to begin  during the first  quarter of
1997,  pending FDA approval of the  Investigational  Device Exemption,  which is
required of all deemed  "significant risk" devices prior to the conduct of human
clinical  studies.(1) CD Ratiometer,  the Company's  second device has been used
successfully on a pre-clinical basis and will be employed in each of the pending
phase I clinical feasibility studies,  i.e., optical breast biopsy and Barrett's
esophagus studies.

In an effort to address  its  liquidity  problems  and its  shortage  of capital
resources,  the Company successfully completed a $2,000,000 private placement of
its common stock in April, 1996. The Company continues to explore co-development
arrangements  with other  companies  to defray  costs and  extend the  Company's
capital and human  resources.  The Company's  ability to maintain its operations
throughout its history has been dependent upon the periodic  infusion of capital
and the willingness of its creditors to accept payment beyond normal terms.

The Company  believes that its April 1996 private  placement stock offering will
continue to satisfy  it's  working  capital  needs beyond the end of the current
fiscal year.










------------
(1) See reference to January 10, 1997 Form 8-K under item 6 contained herein.
<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 January 10,  1997,  the Company  filed Form 8-K with regard to the
following matter:

                Registrant,  Mediscience  Technology Corp.  (OTCMDSC),  received
                approval from the FDA for an  Investigational  Device  Exemption
                ("IDE") in relation to its CD Scan medical device and a Phase II
                human  clinical  study on  patients  with  oral  leukoplakia,  a
                pre-cancerous disease of the mouth. The clinical study, which is
                being  co-sponsored  by  Mediscience  and the NCI is targeted to
                begin  at  Sloan-Kettering  in New  York  City  during  the next
                several weeks.
<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:  January 10, 1997                         By:  /s/Herbert L. Hugill    
                                                     ---------------------------
                                                        HERBERT L. HUGILL
                                                        President/CEO

                                                By:  /s/Peter Katevatis   
                                                     ------------------         
                                                        PETER KATEVATIS
                                                        Treasurer
                                                        Chief Accounting Officer