FORM 10-QSB

                       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, 1998 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 Folkstone 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, 1998.

            Title of Class                   Number of Shares Outstanding
            --------------                   ----------------------------
Common Stock, par value                               35,143,618
$.01, per share

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

                                NOVEMBER 30, 1998

                                      INDEX

                                                                            PAGE
                                                                            ----

PART I.  Financial Information

Item 1.  Financial Statements

         Balance Sheets as at November 30, 1998 (Unaudited) and                1
         February 28, 1998

         Statement of Operations for the Nine and Three Months ended           2
         November 30, 1998 (Unaudited) and November 30, 1997
         (Unaudited)

         Statement of Cash Flows for the Nine Months ended November            3
         30, 1998 (Unaudited) and November 30, 1997 (Unaudited)

         Statement of Stockholders' Equity for the Nine Months ended           4
         November 30, 1998 (Unaudited)

         Exhibit to Statements of Operations                                   5

         Notes to Financial Statements                                         6

Item 2.  Management's Plan of Operation                                    7 - 8

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>
<TABLE>
<CAPTION>
                                   MEDISCIENCE TECHNOLOGY CORP.
                                        BALANCE SHEETS

                                            ASSETS

                                                                  November 30, 1998
                                                                     (Unaudited)        February 28, 1998
                                                                  -----------------     -----------------
<S>                                                                  <C>                   <C>
CURRENT ASSETS
         Cash and Cash Equivalents                                   $         --          $     21,240
Other Assets                                                                2,192                17,123
                                                                     ------------          ------------
Total Current Assets                                                        2,192                38,363
                                                                     ------------          ------------
PROPERTY, PLANT AND EQUIPMENT
         Net of Accumulated Depreciation $186,572                          17,406                26,404
           November 30, 1998; $177,574 - February 28, 1998
                                                                     ------------          ------------

TOTAL ASSETS                                                         $     19,598          $     64,767
                                                                     ============          ============

                              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
         Accounts Payable                                            $     57,025          $     30,860
         Other Accrued Liabilities                                      1,517,033               897,926
                                                                     ------------          ------------
                  Total Current Liabilities                             1,574,058               928,786
                                                                     ------------          ------------
STOCKHOLDERS' EQUITY
         Preferred Stock - $.01 Par Value; Authorized                          21                    21
           50,000 Shrs; Outstanding 2,074 Shrs;
           (Preference on Liquidation $20,740)

         Common Stock $.01 Par Value, Authorized                          351,436               349,436
           39,950,000 Shares; Outstanding 35,143,618 Shares
         Additional Paid-in Capital                                    17,632,496            17,573,096
         Accumulated Deficit                                          (19,538,413)          (18,786,572)
                                                                     ------------          ------------
                  Total Stockholders' Equity (Deficiency)              (1,554,460)             (864,019)
                                                                     ------------          ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                             $     19,598          $     64,767
                                                                     ============          ============
</TABLE>

                                      -1-
<PAGE>
<TABLE>
<CAPTION>
                          MEDISCIENCE TECHNOLOGY CORP.
                             STATEMENT OF OPERATIONS

              FOR THE NINE MONTHS ENDED NOVEMBER 30, 1998 AND 1997

                                   (UNAUDITED)

                                              NINE MONTHS                    THREE MONTHS
                                     ----------------------------    ----------------------------
                                          1998            1997           1998            1997
                                     ------------    ------------    ------------    ------------
<S>                                  <C>             <C>             <C>             <C>
Net Sales                            $       --      $       --      $       --      $       --
Cost of Sales                                --              --              --              --
                                     ------------    ------------    ------------    ------------
Gross Profit                                 --              --              --              --

General and Administrative Expense        515,417         572,183         182,411         176,148
Product Development Expense               189,840         337,230          22,583          89,863
Advertising, Travel and Marketing          35,252          77,168          20,211          17,844
                                     ------------    ------------    ------------    ------------
         Total Expenses                   740,509         986,581         225,205         283,855
                                     ------------    ------------    ------------    ------------
Other Income (Expense)                    (11,332)        212,674         (11,400)        205,244
                                     ------------    ------------    ------------    ------------
Net (Loss)                           $   (751,841)   $   (773,907)   $   (236,605)   $    (78,611)
                                     ============    ============    ============    ============
Net Loss Per Common Share            $      (0.02)   $      (0.02)   $      (0.01)   $       --
                                     ============    ============    ============    ============
Weighted Average Number of
   Shares of Common Stock
   Outstanding                         35,032,507      34,880,470      35,143,618      34,935,285
                                     ============    ============    ============    ============
</TABLE>



                                      -2-
<PAGE>
<TABLE>
<CAPTION>
                          MEDISCIENCE TECHNOLOGY CORP.
                             STATEMENT OF CASH FLOWS

              FOR THE NINE MONTHS ENDED NOVEMBER 30, 1998 AND 1997

                                   (UNAUDITED)

                                                                                    1998         1997
                                                                                  ---------    ---------
<S>                                                                               <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net Loss                                                                 $(751,841)   $(773,907)
         Adjustment for Item Not Requiring Cash Outlay
                  Depreciation                                                        8,998       19,834
                  Amortization                                                         --         19,206
Stock Issued for Services                                                              --         98,750
Stock Issued Upon Exercise of Stock Options at No Cost                                 --         41,666
Issuance of Warranties                                                               11,400         --
                                                                                  ---------    ---------
                     Subtotal                                                      (731,443)    (594,451)
         Changes in Assets and Liabilities:
(Increase) in Prepaid Expenses                                                         --        (17,362)
Decrease (Increase) in Other Assets                                                  14,931       29,472
                  (Increase) Decrease in Deferred Charges                              --              8
                  Increase (Decrease) in Accounts Payable                            26,165      (65,497)
                  Increase (Decrease) in Other Accrued Liabilities                  619,107      144,370
                                                                                  ---------    ---------
                     Net Cash Flows Provided by (Used for) Operating Activities     (71,240)    (503,460)
                                                                                  ---------    ---------
CASH FLOWS  FROM INVESTING ACTIVITIES
         Acquisition of Equipment                                                      --        (12,882)
                                                                                  ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
         Proceeds From Issuance of Common Stock                                      50,000         --
                                                                                  ---------    ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                    (21,240)    (516,342)
CASH AND CASH EQUIVALENTS
         Beginning Balance                                                           21,240      678,397
                                                                                  ---------    ---------
         Ending Balance                                                           $    --      $ 162,055
                                                                                  =========    =========
</TABLE>

                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                                                     MEDISCIENCE TECHNOLOGY CORP.
                                                   STATEMENT OF STOCKHOLDERS' EQUITY

                                              FOR THE NINE MONTHS ENDED NOVEMBER 30, 1998

                                                              (UNAUDITED)

                                           Preferred Stock   Preferred    Common Stock     Common   Additional Paid   Accumulated
                                           Number of Shares    Stock    Number of Shares    Stock      in Capital       Deficit
                                           ----------------  ---------  ----------------  --------  ---------------  ------------
<S>                                        <C>               <C>        <C>               <C>       <C>              <C>
Balance February 28, 1998                            $2,074        $21       $34,943,618  $349,436      $17,573,096  $(18,786,572)
Issuance of Common Stock for
  Cash                                                    -          -           200,000     2,000           48,000
Issuance of Warrants                                                                                         11,400
Net Loss for the Nine
  Months Ended November 30, 1998                                                                                         (751,841)
                                           ----------------  ---------  ----------------  --------  ---------------  ------------
Balance November 30, 1998                            $2,074        $21       $35,143,618  $351,436      $17,632,496  $(19,538,413)
                                           ================  =========  ================  ========  ===============  ============
</TABLE>





                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                                         EXHIBIT TO STATEMENTS OF OPERATIONS
                                    WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

                          Common Stock                                                                Weighted
                         $.01 Par Value                                      Number of              Average Number
                           Issued and              Common Stock                Shares                 of Shares
                          Outstanding               Equivalents             Outstanding              Outstanding
                       -------------------         --------------         -----------------        -----------------
<S>                        <C>                           <C>                 <C>                         <C>
March 1998                 34,943,618                    -                   34,943,618
April 1998                 34,943,618                    -                   34,943,618
May 1998                   34,943,618                    -                   34,943,618
June 1998                  34,943,618                    -                   34,943,618
July 1998                  34,943,618                    -                   34,943,618
August 1998                35,143,618                    -                   35,143,618
September 1998             35,143,618                    -                   35,143,618
October 1998               35,143,618                    -                   35,143,618
November 1998              35,143,618                    -                   35,143,618                  35,032,507
</TABLE>





                                      -5-
<PAGE>
                          MEDISCIENCE TECHNOLOGY CORP.
                          NOTES TO FINANCIAL STATEMENTS

                                NOVEMBER 30, 1998
                                   (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                $385,350
                     Research & Development                      458,000
                     Salaries, Consulting and Other              673,683
                                                              ----------
                                                              $1,517,033
                                                              ==========

NOTE 3   CANCELLATION OF STOCK OPTIONS

         In May 1997 a director  of the  Company  exercised  options for 166,666
         shares of the Company's  common stock at no cost in  consideration  for
         the   cancellation  of  the  remaining  33,334  options  held  by  this
         individual.  The exercise  price for these  options was $0.25 per share
         and   accordingly,   the  Company   recorded   $41,666  as   additional
         compensation expense.

                                      -6-
<PAGE>
MANAGEMENT'S PLAN OF OPERATION

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  Spectroscopy  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.

The Company has successfully  conducted pre clinical  investigations with tissue
from the upper  aerodigestive  tract,  the cervix,  the breast and the colon.  A
human  clinical  feasibility  study  was  successfully  completed  for the upper
aerodigestive  tract and  additional  human  clinical  feasibility  studies  are
scheduled for the breast and esophagus. Other possible application opportunities
will be evaluated  during 1998 and pre clinical  evaluations  are expected to be
undertaken  for the  more  promising  opportunities  before  moving  on to human
clinical studies.

The Phase I  clinical  feasibility  study of the upper  aerodigestive  tract was
carried out at Memorial  Sloan-Kettering  under the Principle  Investigation  of
Stimson P. Schantz,  M.D., Associate Professor of Surgery and Director of Cancer
Prevention.  It was  established  in  this  study  that  the  Company's  CD Scan
prototype product is able to distinguish  between cancerous and normal tissue in
the oral cavity using its native tissue fluorescence  spectroscopy technology. A
phase II clinical study in the upper  aerodigestive  tract is scheduled to begin
shortly.

At least two other clinical studies are also scheduled to begin during 1998. One
such clinical study is focused on diagnosis of breast cancer using the Company's
second prototype product,  CD Ratiometer.  This clinical study will be conducted
at Massachusetts General Hospital under the Principle Investigation of Daniel B.
Kopans,  M.D.,  Associate  Professor of Radiology,  Harvard  Medical  School and
Section Head,  Breast  Imaging,  Massachusetts  General  Hospital.  The clinical
feasibility  study will be sponsored by Mediscience and will be partially funded
by the United States Army Medical  Research  Acquisition  Activity.  The second,
planned,  phase I clinical feasibility study will be done at New York Hospital's
Cornell  Medical  Center to assess the  potential  utility of  Mediscience's  CD
Ratiometer with fiberoptic  probe adapted to a flexible  endoscope  furnished by
Pentax Precision Instrument Corporation for monitoring Barrett's Esophagus.

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  technologies.  The  Company  is  also  selectively  considering  other
non-medical   applications  of  its  technology   through  possible   partnering
arrangements.

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 14 patents and optional  rights to 25
pending  patents.  Mediscience  also  licensed  3 other  patents  from two other
institutions.

The Company has a research agreement with Memorial  Sloan-Kettering Hospital for
investigation of its Tissue Fluorescence  Spectroscopy  technology and maintains
close  working  relationships  with  Columbia  Presbyterian  Hospital,  New York
Hospital's  Cornell  Medical  Center and  Massachusetts  General  Hospital.  The
Company had developed  three  prototype  products that employ the technology for
cancer diagnosis.  They include Cancer Detection Scan, CD Ratiometer and CD Map.
The CD Scan  product  prototype  is  oriented  toward  medical  research.  It is
designed to provide optical  scanning  capability of a broad spectrum of optical
wavelengths  for evaluation of tissue.  CD Ratiometer on the other hand is being
designed  as a simple,  compact  instrument  with  user  friendly  features  and
characteristics.  It is designed to optically  assess the scanned tissue only at
pre-established  optical  wavelengths  and report out  essentially  a yes, no or
maybe  result on a computer  screen,  instantaneously.  CD  Ratiometer  with its
anticipated  assortment of probe designs is expected to be the preferred product
for the medical

                                      -7-
<PAGE>
practitioners  use  in the  office  or  clinical  setting.  CD  Map is a  vision
instrument  that is being designed to optically  assess an area of tissue rather
than selective  individual points.  Although it is at an earlier stage of design
than  either CD Scan or CD  Ratiometer,  it is  expected  to report out  results
similar  to the CD  Ratiometer  but in  pseudocolored  graphics  (a  "map") on a
computer screen  distinguishing  the normal areas from cancerous areas via color
differentiation.

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 ability of the Company to generate  significant  revenues from operations is
largely dependent upon obtaining  regulatory approval for the  commercialization
of its cancer detection  technology.  There can be no assurance as to whether or
when the various requisite  governmental approvals will be obtained or the terms
or scope of  these  approvals.  The  Company  intends  to  defray  the  costs of
obtaining  regulatory approval for the  commercialization  of such technology by
the  establishment  of clinical trial  arrangements  with medical  institutions,
similar to its agreement with Sloan  Kettering  Memorial  Hospital.  The Company
intends to continue to pursue the establishment of co-promotion arrangements for
the marketing,  distribution and commercial exploitation of its cancer detection
technology.  Such  arrangements,  if established,  may include up-front payments
sharing of sales revenues after  deduction of certain  expenses,  and/or product
development  funding.  Management of the Company  anticipates  that  substantial
resources  will be committed to a continuation  of its research and  development
efforts and to finance  government  regulatory  applications.  While  management
believes that the Company will obtain  sufficient funds to satisfy its liquidity
and capital  resource  needs for the short term, no assurances can be given that
additional  funding,  or  capital  from  other  sources,  such  as  co-promotion
arrangements, will be obtained on a satisfactory basis.

                                      -8-
<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

                                      -9-
<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   , 2000                       By: /s/PETER KATEVATIS
                                                 -------------------------------
                                                 PETER KATEVATIS
                                                 Chairman/CEO

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