UNITED STATES
		                 SECURITIES AND EXCHANGE COMMISSION
                    			  Washington, D.C. 20549

                           				FORM 10-QSB
      	X            QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
     ------         THE SECURITIES EXCHANGE ACT OF 1934

           	     For the six month period ended January 31, 1999

     ------         TRANSITION REPORT UNDER SECTION 13 or 15 (d) OF
                	   THE SECURITIES EXCHANGE ACT OF 1934     

             		  For the transition period from _____to_____

              		      Commission file number 000-23399

              		   FLEMINGTON PHARMACEUTICAL CORPORATION
   -----------------------------------------------------------------
   (Exact name of small business issuer as specified in its charter)

       	   Delaware                                22-2407152
  -------------------------------      -----------------------------------
  (State or other jurisdiction of      (I.R.S. Employer Identification No.)
   incorporation or organization)
						
     	  43 Emery Ave., Flemington, New Jersey          08822
	      --------------------------------------      ----------
    	 (Address of Principal Executive Offices)     (Zip Code)

                    			       (908)782-3431
                     			--------------------------
                     			(Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 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 
                              				 ----    ----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE 
PRECEDING FIVE YEARS:

Check whether the registrant filed all documents and reports required to be 
filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution 
of securities under a plan confirmed by a court.  Yes____  No_____

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of 
common equity, as of the latest practicable date.  
     3,877,300 shares of common stock outstanding as of January 31,1999.
								      
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (check one):  Yes    No  X
                                                 							       ___    ___


                		FLEMINGTON PHARMACEUTICAL CORPORATION

                      			    BALANCE SHEETS



                                   					     January 31,   July 31,
                                          						1999        1998
                                   					     __________    ________
                                   					     (Unaudited)


ASSETS

CURRENT ASSETS:
 Cash and equivalents                       $1,443,000     $2,141,000
  Accounts receivable - trade, less 
   allowance for doubtful accounts of 
   $20,000 & $40,000 respectively              168,000        146,000
  Costs and estimated earnings in excess 
   of billings on uncompleted contracts         39,000              -
  Prepaid expenses and other current assets     47,000         36,000
                                   					    ----------     ----------
	    Total Current Assets                    1,697,000      2,323,000
                                   					    ----------     ----------
FURNITURE, FIXTURES, AND EQUIPMENT, LESS
 ACCUMULATED DEPRECIATION                       33,000         37,000

DEMAND NOTE RECEIVABLE, SHAREHOLDER             60,000         60,000

OTHER ASSETS                                    73,000         86,000
                                   					     ---------     ----------
                                   					    $1,863,000     $2,506,000
                                   					    ==========     ==========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
 Accounts payable trade                     $  125,000     $   79,000
  Billings in excess of costs and estimated 
   earnings on uncompleted contracts            55,000              -
  Accrued expenses and other current 
   liabilities                                  20,000         23,000
                                   					    ----------     ----------
    Total Current Liabilities                  200,000        102,000
                                   					    ----------     ----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIENCY):

   Preferred stock, $.01 par value:
   Authorized 1,000,000 shares, none issued
   Common stock, $.001 par value:
   Authorized - 50,000,000 shares
   Issued and outstanding - 3,877,300 
   shares                                        4,000         39,000
   Additional paid-in capital                4,268,000      4,233,000
   Accumulated Deficit                      (2,609,000)    (1,868,000)
                                   					    ----------     ----------
   Total Stockholders' Equity (Deficiency)   1,663,000      2,404,000
                                   					    ----------     ----------
                                   					    $1,863,000     $2,506,000
                                   					    ==========     ==========


 See accompanying notes to financial statements.

             		     FLEMINGTON PHARMACEUTICAL CORPORATION
                     			  STATEMENTS OF OPERATIONS
                           				(Unaudited)



                           			Three Months Ended         Six Months Ended 
                           			    January 31,              January 31,
                            			------------------        -----------------
                           			  1999      1998            1999      1998
                           			  ----      ----            ----      ----
REVENUES:
 Operating revenues           $147,000   $180,000       $276,000    $584,000
 Interest Income                20,000     31,000         48,000      34,000
                           			--------   --------       --------    --------
                           			 167,000    211,000        324,000     618,000
                           			--------   --------       --------    --------
COSTS AND EXPENSES:
 Operating Expenses            143,000    178,000        255,000     361,000
  Product development           80,000    115,000        162,000     172,000
  Selling, general 
  and administrative 
  expenses                     269,000    238,000        648,000     398,000
                           			--------   --------      ---------    --------
                           			 492,000    531,000      1,065,000     931,000
                           			--------   --------      ---------    --------
NET INCOME (LOSS)            $(325,000) $(320,000)     $(741,000)  $(313,000)
                    		       =========  =========      =========   =========

WEIGHTED AVERAGE NUMBER 
 OF COMMON SHARES 
 OUTSTANDING                 3,877,300  3,536,955      3,877,300   3,067,173
		                           =========  =========      =========   =========

PER COMMON SHARE:
 Net Income (loss)               $(.08)    $ (.09)         $(.19)     $ (.10)
                    		      ==========  =========      =========   =========



See accompanying notes to financial statements. 



               		    FLEMINGTON PHARMACEUTICAL CORPORATION 
        	       STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
			                            	(Unaudited)


            		       Common Stock
		                 -----------------                             Stockholders'
			                            Par       Paid-In   Accumulated       Equity
		                 Shares      Value     Capital     Deficit      (Deficiency)
		                 ------      -----     -------   -----------   -------------

Balance, 
 July 31, 1998     3,877,300  $ 39,000 $4,233,000  $(1,868,000)  $2,404,000
Par Value Decrease 
from $.01 to $.001         -   (35,000)    35,000            -            -
Six months ended 
 January 31, 1999,
 Net loss                  -         -          -     (741,000)    (741,000)
              		   ---------  --------  ---------  -----------   ----------
Balance, 
 January 31, 1999  3,877,300 $   4,000 $4,268,000  $(2,609,000)  $1,663,000
		                 ========= ========= ==========  ===========   ==========




 
See accompanying notes to financial statements.

                  		   FLEMINGTON PHARMACEUTICAL CORPORATION  
                           			STATEMENT OF CASH FLOWS
                          			      (Unaudited)


                                           						  Six Months Ended
                                          						     January 31,
                                          						---------------------
						                                            1999         1998
CASH FLOW FROM OPERATING ACTIVITIES:            --------      -------

Net  (loss)                                    $(741,000)    $(313,000)
  Adjustments to reconcile net income 
  (loss) to net cash
      Flows from operating activities:
      Provisions for losses on accounts 
       receivable                                (20,000)            -
      Options Issued for Services                  9,000             -
      Depreciation & Amortization                 10,000         2,000      
      Non-cash interest expense                        -         6,000
      Changes in operating assets and liabilities:
       Accounts receivable                        (2,000)      122,000 
       Deposits                                        -         9,000
      Prepaid expenses and other current assets  (11,000)      (16,000)   
      Costs and estimated earnings in excess     
      of billings on uncompleted contracts       (39,000)      (15,000)
      Accounts payable - trade                    46,000       103,000
      Billings in excess of costs and estimated 
       earnings on uncompleted contracts          55,000      (246,000)
      Accrued expenses and other current 
       liabilities                                (3,000)        1,000
                                   					       ---------     ---------
  Net cash flows from operating activities      (696,000)     (347,000)
                                   					       ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES -
 Purchase of property and equipment               (2,000)       (2,000)
                                   					       ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES -
 Gross proceeds from initial public offering           -     4,019,000
  Costs of initial public offering                     -      (931,000)
                                   					       ---------     ---------
NET CASH FLOWS FROM FINANCING ACTIVITIES               -     3,088,000
                                   					       ---------     ---------
NET CHANGE IN CASH                              (698,000)    2,739,000

CASH, BEGINNING OF PERIOD                      2,141,000       217,000
                                   					       ---------     ---------
CASH, END OF PERIOD                           $1,443,000    $2,956,000
                                   					      ==========    ==========

SUPPLEMENTAL CASH FLOW INFORMATION:
 Interest paid                                $        -    $        -
                                   					      ==========    ==========
 Income taxes paid                            $        -    $        -
                                   					      ==========    ==========

NON CASH FINANCING ACTIVITIES: 
 Conversion of Stockholder Note Payable 
  into Common Stock                           $        -    $  300,000
                                   					      ==========    ==========



See accompanying notes to financial statements.


                 		   FLEMINGTON PHARMACEUTICAL CORPORATION

                       			NOTES TO FINANCIAL STATEMENTS




Note 1  -       Basis of Presentation:

The financial statements presented herein are unaudited.  In the opinion of  
management, all adjustments, which include only normal recurring adjustments 
necessary to present fairly the financial position, results of operations and 
cash flows for all periods presented, have been made in the interim 
statements.  Results of operations for interim periods are not necessarily 
indicative of the operating results for a full year.

Footnote disclosures normally included in financial statements prepared in 
accordance with generally accepted accounting principles have been omitted in 
accordance with the published rules and regulations of the Securities and 
Exchange Commission.  The financial statements in this report should be read 
in conjunction with the financial statements and notes thereto included in the 
Form 10-KSB of Flemington  Pharmaceutical Corporation (the "Company"), for the 
year ended July 31, 1998.

Note 2 -        In November 1998, the Company declined renewal of the 
$1,000,000 life insurance policy on the life of the Company's president.

Note 3 -        On November 24, 1998, pursuant to Shareholders' authorization, 
the Company established a Delaware Corporation.  On January 29, 1999, 
Flemington Pharmaceutical Corporation (the Company) was merged into the 
Delaware Corporation.  Authorized common shares were increased from 10,000,000 
to 50,000,000 and par value per common share was decreased from $.01 to $.001.  
See part II.  OTHER INFORMATION, Item 2. Changes in Securities.

Note 4 -        On December 23, 1998, a former shareholder filed a lawsuit 
against the Company, its president and its chairman.  The lawsuit alleges 
violations of the federal securities laws, and purports to seek damages on 
behalf of a class of shareholders who purchased the Company's common stock 
during a period from Nov. 19, 1997 to Dec. 29, 1997.  The Company believes 
the lawsuit is without merit and intends to defend against it vigorously.  
See Part II.  OTHER INFORMATION, Item 1. Legal Proceedings.

Note 5 -        Subsequent Events

a) Letter of Intent - On March 2, 1999, the Company signed a Letter of Intent 
to acquire the assets, and certain of the liabilities, of Ash Corporation, 
located in Gulfport, Mississippi.  Ash is a contract manufacturer and packager 
of over-the-counter pharmaceuticals and personal care products with 96 
employees.  On March 16, 1999, all parties agreed to terminate discussions and
the Letter of Intent.

b) Patent Issued - On March 2, 1999, the Company announced the issuance of a 
patent for a Buccal, non-polar spray for nitroglycerin.  The patented product 
has been licensed by the Company to Altana Corporation.

c) Sale of laboratory reagent distribution business - On March 3, 1999, the 
Company  agreed to sell the laboratory reagent distribution business,         
conducted by the Company under the name of Goldmark Biologicals, to Ted Pella, 
Inc., a California corporation, for $25,000.  The purchase price to be paid in 
3 annual installments beginning April 20, 1999 plus 7.5% interest on the 
unpaid principal.


            		    FLEMINGTON PHARMACEUTICAL CORPORATION

Part I, Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Flemington Pharmaceutical Corporation, a New Jersey corporation (the 
"Company"), is engaged in development of novel application drug delivery 
systems for presently marketed prescription and over-the-counter ("OTC") drugs.
Since its inception in 1982, the Company has been a consultant to the 
pharmaceutical industry, focusing on product development activities of various 
European pharmaceutical companies, and since 1992 has used its consulting 
revenues to fund its own product development activities.

Since its inception, substantially all of the Company's revenues have been 
derived from consulting activities, primarily in connection with product 
development for various pharmaceutical companies.  The Company has had a 
history of recurring losses from operation through July 31, 1995, and also 
for the years ended July 31, 1997 ["Fiscal 1997"], and 1998 ["Fiscal 1998"], 
giving rise to an accumulated deficit at January 31, 1999 of approximately 
$2,609,000.  Although substantially all of the Company's revenues to date 
have been derived from its consulting business, the future growth and 
profitability of the Company will be principally dependent upon its ability 
to successfully develop its products and to enter into license agreements 
with drug companies who will market and distribute the final products.  The 
Company's revenues from consulting declined during Fiscal 1997 and Fiscal 
1998.  Revenues from consulting may continue to decline in the future as the 
Company shifts its emphasis away from product development consulting for its 
clients and towards development of its own products.

For the reasons stated above, the Company anticipates that it will incur 
substantial operating expenses in connection with the joint development, 
testing and approval of its proposed delivery systems, and expects these 
expenses will result in continuing and significant operating losses until 
such time, if ever, that the Company is able to achieve adequate sales levels.

RESULTS OF OPERATIONS

THE SIX MONTHS ENDED JANUARY 1999 [the "1999 Period"] AND JANUARY 1998 
[the "1998 Period"]

Revenues for the 1999 Period decreased approximately $308,000 or 72% to 
$276,000 from $584,000 for the 1998 Period.  The revenue decrease for the 
1999 period was primarily attributable to the lack of clinical studies. 

Total costs and expenses for the 1999 Period increased approximately $134,000 
or 14% to $1,065,000 from $931,000 for the 1998 Period.  This increase includes 
an approximate $233,000 increase in payroll and payroll taxes, an approximate 
$144,000 increase in legal and professional fees, an approximate $31,000 
increase in public company expenses and  an approximate $20,000 increase in 
product development costs.  An approximate $216,000 decrease in clinical 
studies costs, an approximate $49,000 decrease in commissions and an 
approximate $39,000 decrease in outside consulting fees offset the increased 
costs.

The resulting net loss for the 1999 Period was $741,000 compared to a net loss 
of $313,000 for the 1998 Period. 

THE THREE MONTHS ENDED JANUARY 1999 [the "1999 Period"] AND JANUARY 1998 
[the "1998 Period"]

Revenues for the 1999 Period decreased approximately $33,000 or 18% to 
$147,000 from $180,000 for the 1998 Period.  

Total costs and expenses for the 1999 Period decreased approximately $39,000 
or 7% to $492,000 from $531,000 for the 1998 Period.  This decrease includes 
an approximate $122,000 decrease in consulting fees and commissions and an 
approximate $111,000 decrease in clinical studies costs.  An approximate 
$99,000 increase in payroll and payroll taxes, an approximate $74,000 increase 
in legal and professional fees, an approximate $8,000 increase in product 
development costs, an approximate $7,000 increase in business franchise taxes 
and an approximate $5,000 increase in public company expenses offset these 
decreased costs.

LIQUIDITY AND CAPITAL RESOURCES

In November 1997, the Company successfully closed an offering of its 
securities ["Public Offering" or "Offering"].  The offering provided for the 
sale of 675,000 units, each unit consisting of one share of common stock, 
par value $.01 per share and one redeemable Class A common stock purchase 
warrant with an exercise price of $5.80 per share, subject to adjustment.  
As part of the offering, the underwriter exercised part of its over allotment 
option to purchase an additional 5,000 units.  As a result of the offering, 
the Company received proceeds, net of offering costs and underwriting 
discounts, of approximately $3,013,000.

Net cash used in operating activities approximated $696,000 for the 1999 
Period compared to net cash used in operating activities of approximately 
$347,000 for the 1998 Period.  Net cash used in operating activities for the 
1999 period was primarily attributable to the net loss of $741,000.  For the 
1999 Period, $2,000 was used for investing activities.  Therefore, 
notwithstanding a $741,000 net loss and a $313,000 net loss for the 1999 and 
1998 Periods, respectively, total cash flow for the 1999 period increased 
approximately $43,000 as compared to $3,052,000 increase for the 1998 period 
due to the completion of the offering in November 1997. 

Although there can be no assurance, the Company believes that the proceeds 
from the Public Offering together with revenues from operations will be 
sufficient to satisfy its cash requirements for at least the next twelve (12) 
months.  No assurance can be given that future unforeseen events will not 
adversely affect the Company's ability to implement its expansion plan, 
requiring it to seek additional financing, which may not be available on 
terms acceptable to the Company, if at all.

INFLATION

The Company does not believe that inflation has had a material effect on its 
results of operations during the past three fiscal years.  There can be no 
assurance that the Company's business will not be affected by inflation in 
the future.

YEAR 2000 ISSUE

Many existing computer programs use only two digits to identify a year in the 
date field.  These programs were designed and developed without considering 
the impact of the upcoming change in the century.  If not corrected many c
omputer applications could fail or create erroneous results by or at the 
Year 2000.  The Year 2000 issue affects virtually all companies and 
organizations.  Although the Company feels that the Year 2000 issue will not 
have a significant impact on its internal operations, there can be no 
assurance that the Company's suppliers, creditors, customers and financial 
service organizations may not be adversely affected by the Year 2000 issue 
and as a result, there can be no assurance as to the impact of the Year 2000 
issue on the Company.



PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

	On December 23, 1998, a former shareholder filed a lawsuit against the 
Company in United States District Court for the District of New Jersey by 
Richard F. Biborosch, individually and as class representative.  Defendants in 
the lawsuit include the Company, John J. Moroney, Harry A. Dugger III, Ph.D. 
and Monroe Parker Securities, Inc. and two of its principals (collectively, 
"Monroe Parker").  The complaint alleges certain securities law violations
against the Company relative to Monroe Parker's role as underwriter for the
Company's initial public offering and the Company's failure to properly 
disclose certain information relating to Monroe Parker.  Relief sought by the
plaintiff includes certification of the action as a class action, damages,
rescission and costs.  The Company has retained special litigation counsel to 
assist in defense of the claim and believes the allegations contained in the 
Complaint are without merit.

Item 2. Changes in Securities

	  In connection with the Company's reincorporation merger from New
Jersey to Delaware as described in Item 4 below, the Company's Certificate of
Incorporation was changed to authorize the issuance of 50,000,000 shares of 
common stock with a par value of $.001, rather than 10,000,000 shares of 
common stock with a par value of $.01.  Authorized preferred shares remained
at 1,000,000.

Item 3. Defaults Upon Senior Securities

	  N/A

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

	(a)     On November 23, 1998, the Company held its annual meeting of  
       		shareholders ("Annual Meeting").
	(b)     Directors elected at the meeting were Harry A. Dugger III, 
		       Ph.D., Robert F. Schaul, John J. Moroney, Jean-Marc Maurette, 
		       Ph.D., John R. Toedtman and Jack J. Kornreich, all of whom 
		       have served as Directors during the prior year.
	(c)     Matters addressed at the Annual Meeting included the election
		       of directors, the ratification of the appointment of auditors, 
		       the adoption of the Company's 1998 Stock Option Plan, and the 
		       reincorporation merger of the Company from New Jersey to 
		       Delaware including the related increase in the authorized 
		       common stock of the Company from 10,000,000 shares to 
		       50,000,000 shares.
	(d)     The table below indicates each matter voted upon at the Annual
		       Meeting and states the number of votes cast for or against each
		       proposal, as well as the number of abstentions and broker non
		       votes for each proposal:
								                                                          Abstentions
Proposal Description or                            Votes Against   and Broker
Name of Director                        Votes For   or Withheld    Non Votes
--------------------------------------- ---------   ------------   -----------
Adoption of 1998 Stock Option Plan      2,090,090      62,110       1,725,100
Reincorporation Proposal                1,713,740      43,610       2,119,950
Ratification of Appointment of Auditors 2,490,559      16,000       1,370,741
Harry A. Dugger III, Ph.D.              2,490,559      16,000       1,370,741
John J. Moroney                         2,490,559      16,000       1,370,741 
Robert F. Schaul                        2,490,559      16,000       1,370,741
Jean-Marc Maurette                      2,490,559      16,000       1,370,741
John R. Toedtman                        2,490,559      16,000       1,370,741
Jack R. Kornreich                       2,490,559      16,000       1,370,741


Item 5. Other Information

	  On March 2, 1999, the Company entered into a Letter of Intent with
	  Ash Corporation ("Ash") in connection with the proposed acquisition
	  of all of the assets and certain of the liabilities of Ash in
	  exchange for 2,000,000 shares of Flemington Common Stock.  On March
	  5, 1999, the Company filed a current report on Form 8-K to report
	  this event.  On March 16, 1999, all parties agreed to terminate 
	  discussions and the Letter of Intent.


Item 6. Exhibits and Reports on Form 8-K

	a)      Exhibits

       		Exhibit 11.  Statement re: computation of earnings per share 
		       for the six months ended January 31, 1999

	b)      Reports on Form 8-K

       		On March 5, 1999 the Company filed a current report on Form 
		       8-K (event Item 5.) to report the March 2, 1999 execution of
		       a Letter of Intent with Ash Corporation regarding the 
		       proposed acquisition of the assets and certain of the 
		       liabilities of Ash Corporation.


 



                             				SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                     			   FLEMINGTON PHARMACEUTICAL CORPORATION



Date :March 17, 1999       By:     /s/  Harry A. Dugger, III
      --------------       ------------------------------------------
			                        Harry A. Dugger, III, President 
                     			   (Principal Executive and Financial Officer)


Date: March 17, 1999       By:     /s/  John J. Moroney
      --------------       ------------------------------------------
                     			   John J. Moroney, Chairman of the Board  


                              				EXHIBIT 11

                		  FLEMINGTON PHARMACEUTICAL CORPORATION

                		      EARNINGS PER SHARE COMPUTATION

        	    (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
			                              (UNAUDITED)

                                   					    SIX MONTHS ENDED

                                   					    JANUARY 31, 1999
                                   					    ----------------


                                             						  BASIC
						                                              ------
Weighted average shares outstanding              3,877,300
Dilutive effect of stock performance plans (1)          --
                                          						 ---------
     Total                                       3,877,300

Net Income (loss)                                     (741)
                                          						 ---------
Earnings per share                                    (.19)
					                                            ---------


                                  					    SIX MONTHS ENDED

                                  					    JANUARY 31, 1998
                                  					    ----------------

                                             						  BASIC
                                            						  ------
Weighted average shares outstanding              3,067,173
Dilutive effect of stock performance plans (1)          --
                                          						 ---------
     Total                                       3,067,173

Net Income (loss)                                     (313)
                                          						 ---------
Earnings per share                                   ( .10)
                                          						 ---------


(1) No potential shares from stock performance plans have been presented, 
as their effect would be anti-dilutive