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 May 31, 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 May 31, 1996.

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

Common Stock, par value
$.01, per share                                     34,561,952
Preferred Stock, par value                               2,074
$.01 per share
<PAGE>
                          MEDISCIENCE TECHNOLOGY CORP.
                                  MAY 31, 1996


                                      INDEX


                                                                                
PART I.               Financial Information

Item 1.               Financial Statements

                      Balance Sheets as at May 31, 1996 (Unaudited) and
                         February 28, 1996 
                   
                      Statement of Operations for the Quarter ended May
                         31, 1996 (Unaudited) and May 31, 1995 (Unaudited) 
                     
                      Statement of Cash Flows for the Period ended May
                         31, 1996 (Unaudited) and May 31, 1995 (Unaudited) 
        
                      Statement of Stockholders' Equity for the Period
                         ended May 31, 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

                                                                  May 31, 1996       February 28,
                                                                   (Unaudited)          1996
                                                                  ------------      ------------
<S>                                                               <C>               <C>         
CURRENT ASSETS
      Cash and Cash Equivalents .............................     $  1,640,923      $    110,161
                                                                  ------------      ------------
PROPERTY, PLANT AND EQUIPMENT
      Net of Accumulated Depreciation $126,617
        May 31, 1996; $118,605 - February 28, 1996 ..........           62,822            67,481
                                                                  ------------      ------------
OTHER ASSETS
      Deferred Charges ......................................             --                   8
      Patents - Net of Accumulated Amortization,
        $7,025 - May 31,1996; $6,375 - February 28, 1996 ....           31,975            32,625
      Goodwill - Net of Accumulated Amortization
        $172,500 - May 31, 1996; $166,750 - February 28, 1996          287,500           293,250
                                                                  ------------      ------------
           Total Other Assets ...............................          319,475           325,883
                                                                  ------------      ------------
TOTAL ASSETS ................................................     $  2,023,220      $    503,525
                                                                  ============      ============


                              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Accounts Payable ......................................     $      6,560      $     16,785
      Other Accrued Liabilities .............................          319,827           483,752
                                                                  ------------      ------------
           Total Current Liabilities ........................          326,387           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 34,561,952 Shares ....          345,620           284,745
      Additional Paid-in Capital ............................       17,351,495        14,275,896
      Common Stock Subscription Receivable ..................             --             (18,750)
      Accumulated Deficit ...................................      (16,000,303)      (14,538,924)
                                                                  ------------      ------------
           Total Stockholders' Equity .......................        1,696,833             2,988
                                                                  ------------      ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY ....................     $  2,023,220      $    503,525
                                                                  ============      ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                          MEDISCIENCE TECHNOLOGY CORP.
                             STATEMENT OF OPERATIONS
                FOR THE THREE MONTHS ENDED MAY 31, 1996 AND 1995
                                   (UNAUDITED)



                                                         THREE MONTHS
                                               --------------------------------
                                                   1996                1995
                                               ------------        ------------
<S>                                            <C>                 <C>       
Net Sales ..............................       $       --          $       --

Cost of Sales ..........................               --                  --
                                               ------------        ------------

      Gross Profit .....................               --                  --


General and Administrative Expense .....          1,355,556             157,592
Product Development Expense ............            104,978             106,950
Advertising, Travel and Marketing ......             13,657              19,916
                                               ------------        ------------
      Total Expenses ...................          1,474,191             284,458
                                               ------------        ------------
Other Expense (Income)
      Interest Income ..................            (12,812)               (304)
                                               ------------        ------------
Net Loss ...............................       $ (1,461,379)       $   (284,154)
                                               ============        ============
Net Loss Per Common Share ..............       $      (0.05)       $      (0.01)
                                               ============        ============
Weighted Average Number of Shares
  of Common Stock Outstanding ..........         31,400,843          23,773,958
                                               ============        ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                        MEDISCIENCE TECHNOLOGY CORP.
                                           STATEMENT OF CASH FLOWS
                              FOR THE THREE MONTHS ENDED MAY 31, 1996 AND 1995
                                                 (UNAUDITED)



                                                                                   1996            1995
                                                                               -----------      -----------
<S>                                                                            <C>              <C>         
CASH FLOWS FROM OPERATING ACTIVITIES
      Net Loss ...........................................................     $(1,461,379)     $  (284,154)
      Adjustment for Item Not Requiring Cash Outlay
           Depreciation ..................................................           8,012            8,220
           Amortization ..................................................           6,400            6,400
           Stock Issued to Officer As Additional Compensation ............         453,184             --
           Stock Issued Upon Exercise of Stock Options at No Cost ........         690,792             --
                                                                               -----------      -----------
                Subtotal .................................................        (302,991)        (269,534)
      Changes in Assets and Liabilities:
           (Increase) Decrease in Deferred Charges .......................               8            1,393
           Increase (Decrease) in Accounts Payable .......................         (10,225)             305
           Increase (Decrease) in Other Accrued Liabilities ..............        (163,925)         124,725
                                                                               -----------      -----------
                Net Cash Flows Provided by (Used for) Operating Activities        (477,133)        (143,111)
                                                                               -----------      -----------
CASH FLOWS  FROM INVESTING ACTIVITIES
      Acquisition of Equipment ...........................................          (3,353)            --
                                                                               -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES
      Collection of Common Stock Subscriptions Receivable ................          18,750             --
      Proceeds from Issuance of Common Stock .............................       1,992,498          175,000
                                                                               -----------      -----------
                Net Cash Flows Provided by Financing Activities ..........       2,011,248          175,000
                                                                               -----------      -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .........................       1,530,762           31,889

CASH AND CASH EQUIVALENTS
      Beginning Balance ..................................................         110,161           55,613
                                                                               -----------      -----------
      Ending Balance .....................................................     $ 1,640,923      $    87,502
                                                                               ===========      ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                    MEDISCIENCE TECHNOLOGY CORP.
                                                  STATEMENT OF STOCKHOLDERS' EQUITY
                                               FOR THE THREE MONTHS ENDED MAY 31, 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         1,953,332
Exercised Stock Options and
      Cancellation of Stock                                                          2,843,166         28,432           662,360
Stock Issued to Officer
      As Additional Compensation                                                       552,664          5,527           447,657
Exercise of Warrants
      For Common Stock                                                                  25,000            250            12,250
Net Loss for the Three
      Months Ended May 31, 1996                                                                                                  
                                            ----------------   ---------------   -------------   ------------   ---------------  
Balance May 31, 1996                                   2,074   $            21      34,561,952   $    345,620   $    17,351,495  
                                            ================   ===============   =============   ============   ===============  

(Continued)
<PAGE>
<CAPTION>
                                        MEDISCIENCE TECHNOLOGY CORP.
                                      STATEMENT OF STOCKHOLDERS' EQUITY
                                   FOR THE THREE MONTHS ENDED MAY 31, 1996
                                                 (UNAUDITED)


                                                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                                                                    
Net Loss for the Three                                                                    
      Months Ended May 31, 1996                                             (1,461,379)   
                                             --------------------   -------------------   
Balance May 31, 1996                         $         --           $       (16,000,303)         
                                             ====================   ===================   
                                              
</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              31,400,843
</TABLE>
<PAGE>
                          MEDISCIENCE TECHNOLOGY CORP.
                          NOTES TO FINANCIAL STATEMENTS
                                  MAY 31, 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:


              Legal and Professional Fees                 $      97,000
              Research & Development                             96,675
              Salaries, Consulting and Other                    126,152
                                                          -------------
                                                          $     319,827
                                                          =============

NOTE 3     CANCELLATION OF STOCK OPTIONS

           In April,  1996,  various officers,  directors or shareholders of the
           Company  collectively  exercised  options for 2,763,166 shares of the
           Company's  common  stock  at  no  cost  in   consideration   for  the
           cancellation   of  the  remaining   452,582  options  held  by  these
           individuals. The exercise price for these options was $0.25 per share
           and  accordingly,   the  Company  recorded   $690,792  as  additional
           compensation expense.

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>
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.

Mediscience  completed  a phase  I  clinical  feasibility  study  at New  York's
Memorial  Sloan-Kettering  Hospital in 1994 and  demonstrated the feasibility of
Tissue  Fluorescence  Spectroscopy to distinguish among cancerous,  precancerous
and normal  tissue in the oral  cavity.  A phase II clinical  study is currently
pending  at  Memorial  Sloan-Kettering  to build on the  earlier  work under the
cosponsorship of the National Cancer Institute and Mediscience.

The Company is also planning to perform additional phase I clinical  feasibility
studies to define additional  medical  applications for its Tissue  Fluorescence
Spectroscopy 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  surgical  excision,  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.

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 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 12 patents and optional  rights to 17
pending  patents.  Mediscience  also  licensed  3 other  patents  from two other
institutions.
<PAGE>
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 breast
clinical feasibility study is scheduled to be conducted at Massachusetts General
Hospital and the Barrett's esophagus  feasibility study is scheduled for Cornell
Medical Center.

Two Prototype  devices have been developed and a third is 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.
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  codevelopment
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 recent  private  placement  offering will satisfy
it's working capital needs beyond the end of its current fiscal year.
<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

           Form  10-QSB  has been  amended to  reflect  additional  compensation
           expense of $690,792 as a result of the exercise and  cancellation  of
           stock options as reported in Note 3.

Item 6.    Exhibits and Reports on Form 8-K

           On April 16,  1996,  the  Company  filed  Form 8-K  acknowledging  an
           employment  agreement with Mr. Hubert Hugill.  Under the terms of the
           agreement,  Mr.  Hugill  became  the  President  and Chief  Executive
           Officer.  He is be paid  $50,000  per  annum.  Mr.  Hugill was issued
           options to purchase  200,000  shares of the Company's  stock and will
           receive  warrants  to  purchase  shares  equal to 5% of the number of
           common  shares  outstanding  on January  18, 1996 (or up to 10% as of
           such date at the  discretion  of the Board of Directors) at an option
           price of $1.00 per share,  upon the attainment of certain  milestones
           in the future.
<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: June 11, 1997                        By: /s/PETER KATEVATIS
                                               ---------------------------------
                                               PETER KATEVATIS
                                               Chairman/CEO

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