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 quarterly period ended January 31, 2004

               [ ] 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


                               NOVADEL PHARMA INC.
        (Exact name of small business issuer as specified in its charter)


                   Delaware                                   22-2407152
        (State or other jurisdiction of                    (I.R.S. Employer
         incorporation or organization                   Identification No.)


             25 Minneakoning Road
            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 CORPORATE ISSUERS:

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 32,877,642 shares of common
stock outstanding as of March 9, 2004.




                                       1
<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

                               NOVADEL PHARMA INC.

                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                             January 31,       July 31,
                                                                2004             2003
                                                            ------------     ------------
                                                             (Unaudited)       (Note 1)
<S>                                                         <C>              <C>
                             ASSETS
CURRENT ASSETS:
  Cash                                                      $ 12,840,000     $  3,086,000
  Accounts receivable - trade                                     28,000            2,000
  Prepaid expenses and other current assets                      338,000          168,000
                                                            ------------     ------------
            Total Current Assets                              13,206,000        3,256,000
                                                            ------------     ------------

FURNITURE, FIXTURES, AND EQUIPMENT, LESS
  ACCUMULATED DEPRECIATION                                     1,025,000          714,000

OTHER ASSETS                                                     355,000          357,000
                                                            ------------     ------------
                                                            $ 14,586,000     $  4,327,000
                                                            ============     ============
               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable-trade                                    $     73,000     $    139,000
  Accrued expenses and other current liabilities                 552,000          318,000
  Current portion of deferred revenue                             19,000               --
  Current portion of capitalized lease obligation                 26,000               --
                                                            ------------     ------------
  Total Current Liabilities                                      670,000          457,000
                                                            ------------     ------------

  Non current portion of deferred revenue                        353,000               --
  Non current portion of capitalized lease obligation             49,000               --
                                                            ------------     ------------
  Total Liabilities                                            1,072,000          457,000
                                                            ------------     ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
   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  32,677,642 at January
           31, 2004 and 17,972,760 at July 31, 2003               33,000           18,000
   Additional paid-in capital                                 32,250,000       19,480,000
   Accumulated deficit                                       (18,769,000)     (15,628,000)
                                                            ------------     ------------
           Total Stockholders' Equity                         13,514,000        3,870,000
                                                            ------------     ------------
                                                            $ 14,586,000     $  4,327,000
                                                            ============     ============
</TABLE>

See accompanying notes to condensed financial statements.


                                       2
<PAGE>


                               NOVADEL PHARMA INC.

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                          Three Months Ended             Six Months Ended
                                              January 31,                   January 31,
                                   ----------------------------    ----------------------------
                                       2004            2003            2004            2003
                                   ------------    ------------    ------------    ------------
<S>                                <C>             <C>             <C>             <C>
LICENSE FEE                        $      3,000    $         --    $      3,000    $         --
CONSULTING REVENUES                      18,000              --          18,000              --
                                   ------------    ------------    ------------    ------------
TOTAL REVENUES                           21,000              --          21,000              --
                                   ------------    ------------    ------------    ------------
RESEARCH AND DEVELOPMENT                389,000         348,000         678,000         565,000
    EXPENSES
CONSULTING, SELLING, GENERAL AND
    ADMINISTRATIVE EXPENSES           1,265,000       1,523,000       2,709,000       3,035,000
                                   ------------    ------------    ------------    ------------
TOTAL EXPENSES                        1,654,000       1,871,000       3,387,000       3,600,000
                                   ------------    ------------    ------------    ------------
LOSS FROM OPERATIONS                 (1,633,000)     (1,871,000)     (3,366,000)     (3,600,000)

INTEREST INCOME                           5,000          18,000          11,000          33,000
                                   ------------    ------------    ------------    ------------

LOSS BEFORE INCOME TAXES             (1,628,000)     (1,853,000)     (3,355,000)     (3,567,000)

DEFFERED INCOME TAX BENEFIT             214,000          84,000         214,000          84,000
                                   ------------    ------------    ------------    ------------

NET LOSS                           $ (1,414,000)   $ (1,769,000)   $ (3,141,000)   $ (3,483,000)
                                   ============    ============    ============    ============

BASIC AND DILUTED LOSS PER SHARE          $(.06)          $(.12)          $(.15)          $(.24)
                                   ============    ============    ============    ============

SHARES USED IN COMPUTATION OF
    BASIC  AND DILUTED LOSS PER
    SHARE                            23,247,336      14,542,821      20,610,048      14,526,172
                                   ============    ============    ============    ============
</TABLE>





See accompanying notes to condensed financial statements.



                                       3
<PAGE>


                               NOVADEL PHARMA INC.

             CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                        SIX MONTHS ENDED JANUARY 31, 2004
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                      Common Stock            Additional                          Total
                                             ----------------------------      Paid-in        Accumulated      Stockholders'
                                                 Shares         Amount         Capital          Deficit           Equity
                                             ------------    ------------    ------------     ------------     ------------
<S>                                            <C>           <C>             <C>              <C>              <C>
BALANCE, August 1, 2003                        17,972,760    $     18,000    $ 19,480,000     $(15,628,000)    $  3,870,000

  Stock issued in connection with private
    placement, net of costs                    13,333,333          14,000      12,771,000               --       12,785,000

  Stock issued to 2003 private investors
    in connection with reset provision          1,371,549           1,000          (1,000)              --               --

  Net Loss                                             --              --              --       (3,141,000)      (3,141,000)
                                             ------------    ------------    ------------     ------------     ------------
BALANCE, January 31, 2004                      32,677,642    $     33,000    $ 32,250,000     $(18,769,000)    $ 13,514,000
                                             ============    ============    ============     ============     ============
</TABLE>




See accompanying notes to condensed financial statements.



                                       4
<PAGE>

                               NOVADEL PHARMA INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    Six Months Ended
                                                                       January 31
                                                             -----------------------------
                                                                 2004             2003
                                                             ------------     ------------
<S>                                                          <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                   $ (3,141,000)    $ (3,483,000)
  Adjustments to reconcile net loss to net cash
      used in operating activities:
      Warrants issued for Services                                     --            7,000
      Options Issued for Services                                      --        1,198,000
      Shares issued for Warrants exercised                             --           10,000
      Depreciation & Amortization                                 105,000           74,000
  Changes in operating assets and liabilities:
      Accounts receivable                                         (26,000)           1,000
      Prepaid expenses and other current assets                  (170,000)         (65,000)
      Other Assets                                                  2,000           (4,000)
      Accounts payable - trade                                    (66,000)         243,000
      Accrued expenses and other current liabilities              234,000          338,000
      Deferred revenue                                            372,000               --
                                                             ------------     ------------
  Net cash used in operating activities                        (2,690,000)      (1,681,000)
                                                             ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES -
  Purchase of property and equipment                             (329,000)        (109,000)
                                                             ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds received from issuance of common stock through
    a private placement offering                               12,785,000               --
  Payments of capitalized lease obligation                        (12,000)              --
                                                             ------------     ------------
  Net cash provided by financing activities                    12,773,000               --
                                                             ------------     ------------

NET INCREASE  (DECREASE) IN CASH                                9,754,000       (1,790,000)
CASH, BEGINNING OF PERIOD                                       3,086,000        3,314,000
                                                             ------------     ------------
CASH, END OF PERIOD                                          $ 12,840,000     $  1,524,000
                                                             ============     ============

SUPPLEMENTAL DISCLOSURE OF INVESTING AND
   FINANCING ACTIVITIES:
   Equipment acquired under capitalized lease obligation     $     87,000     $         --
                                                             ============     ============
</TABLE>





See accompanying notes to condensed financial statements.



                                       5
<PAGE>


                               NOVADEL PHARMA INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS


NOTE 1   -        BASIS OF PRESENTATION:

                  The balance sheet at the end of the preceding  fiscal year has
                  been derived from the audited  balance sheet  contained in the
                  previously  filed Form  10-KSB of  NovaDel  Pharma  Inc.  (the
                  Company) for the year ended July 31, 2003 and is presented for
                  comparative  purposes.  All  other  financial  statements  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  financial  statements.  Results of operations for
                  interim  periods  are  not   necessarily   indicative  of  the
                  operating results to be expected for a full year.

                  Management  of the  Company  believes  that  during the second
                  calendar quarter of 2005, it will be necessary for the Company
                  to obtain additional financing and/or consummate a well funded
                  strategic alliance with a business partner. There are a number
                  of risks and uncertainties related to the Company's attempt to
                  complete a financing or strategic partnering  arrangement that
                  are outside the control of the Company. The Company may not be
                  able to  successfully  obtain  additional  financing  on terms
                  acceptable to the Company, or at all.

                  Certain 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 condensed financial statements in this report
                  should be read in  conjunction  with the financial  statements
                  and notes  thereto  included  in the Form  10-KSB for the year
                  ended July 31, 2003.

NOTE 2 -          LOSS PER COMMON SHARE

                  Loss per common  share is  computed  pursuant to SFAS No. 128,
                  "Earnings  Per Share." Basic loss per share is computed as net
                  loss divided by the weighted  average  number of common shares
                  outstanding  for the period.  Diluted loss per share  reflects
                  the  potential  dilution  that could occur from common  shares
                  issuable through stock options, warrants and convertible debt.
                  As  of  January  31,  2004,  20,110,429   (17,322,358  if  the
                  amendment to the Company's Certificate of Incorporation is not
                  approved)  of options  and  warrants  were  excluded  from the
                  diluted loss per share  computation,  as their effect would be
                  anti-dilutive.   The   Company  has   outstanding   derivative
                  securities  (options and warrants)  which exceed the Company's
                  authorized  and  unissued  stock  under  its   Certificate  of
                  Incorporation.  The  Company  has a Proposal  pending  for its
                  Annual  Meeting  (presently  scheduled  for April 19, 2004) to
                  amend  its  Certificate  of   Incorporation  to  increase  its
                  authorized  common stock from 50,000,000 shares to 100,000,000
                  shares.  The  Company's  stockholders  may  not  approve  that
                  amendment.  In that case, we may not have a sufficient  number
                  of shares  available to honor the exercise of such  derivative
                  securities;   any   liability   incurred  by  us  in  such  an
                  eventuality  could have a  material  adverse  effect  upon the
                  Company.

NOTE 3 -          CAPITALIZED LEASE OBLIGATION:

                  In October 2003, the Company  entered into a capital lease for
                  laboratory equipment.  This lease requires 36 monthly payments
                  of $2,827 each.

NOTE 4 -          CONTRACTS:

                  In August 2003,  Mr. Robert C. Galler agreed to change from an
                  employee  of  the  Company  as  Vice   President  -  Corporate
                  Development  to a  consultant  and entered  into a  consulting
                  agreement with the Company at a base  compensation of $180,000
                  per year.  The  consulting  agreement  terminates  in February
                  2005.



                                       6
<PAGE>


NOTE 5 -          STOCK OPTIONS AND WARRANTS:

                  The Company  follows the intrinsic  value method of Accounting
                  Principles Board Opinion No. 25,  "Accounting for Stock Issued
                  to  Employees"  (APB  25)  and  related   interpretations   in
                  accounting  for its employee  stock  options  because,  in the
                  opinion  of   management,   as  discussed   below,   Financial
                  Accounting  Standards Board Statement No. 123, "Accounting for
                  Stock-Based  Compensation"  (FAS 123)  requires  use of option
                  valuation  models that were not  developed  for use in valuing
                  employee stock options.  FAS 123 permits a company to elect to
                  follow the  intrinsic  value  method of APB 25 rather than the
                  alternative  fair value  accounting  method provided under FAS
                  123,  but  requires  pro forma net income  (loss) and earnings
                  (loss)  per  share   disclosures  as  well  as  various  other
                  disclosures. The Company has adopted the disclosure provisions
                  required under Financial  Accounting standards Board Statement
                  No. 148,  "Accounting for Stock-Based  Compensation-Transition
                  and Disclosure"  (FAS 148). Under APB 25, because the exercise
                  price of the  Company's  stock  options has equaled the market
                  price  of the  underlying  stock  on the  date  of  grant,  no
                  compensation expense was recognized.

                  Pro forma  information  regarding  net loss and loss per share
                  required by FAS 123 and FAS 148, has been determined as if the
                  Company had accounted for its employee stock options under the
                  fair value method of Statement 123.

                  The fair  value of  options  granted  during the three and six
                  months  periods  ending January 31, 2004 were estimated at the
                  date of grant using a Black-Scholes  option pricing model with
                  the  following  weighted-average  assumptions,   respectively:
                  risk-free  interest  rates  of 4.0%,  dividend  yield of 0.0%,
                  volatility  factors  of  the  expected  market  price  of  the
                  Company's  common  stock of 54% for the  three  months  ending
                  January 31, 2004 and 57% for the six months ending January 31,
                  2004, and a  weighted-average  expected life of the options of
                  eight years for the three months  ending  January 31, 2004 and
                  nine years for the six months ending January 31, 2004.

                  For  purposes of pro forma  disclosures,  the  estimated  fair
                  value of options is  amortized  to expense  over the  options'
                  vesting periods. The Company's pro forma information follows:

<TABLE>
<CAPTION>
                                                                    3 MONTHS ENDED
                                                                      JANUARY 31,
                                                          ----------------------------------
                                                               2004             2003
                                                          -------------     -------------
<S>                                                       <C>               <C>
          Net Loss, as reported                           $  (1,414,000)    $  (1,769,000)

          Stock-based employee compensation expense
               under fair value method, net of related
               tax effects                                      (46,000)               --
                                                          -------------     -------------
          Pro forma net loss                              $(,1,460,000)     $  (1,769,000)
                                                          =============     =============

          Loss per share:
                     Basic and diluted, as reported       $        (.06)    $        (.12)
                                                          =============     =============
                     Basic and diluted, pro forma         $        (.06)    $        (.12)
                                                          =============     =============

<CAPTION>
                                                                    6 MONTHS ENDED
                                                                      JANUARY 31,
                                                          ----------------------------------
                                                               2004             2003
                                                          -------------     -------------
<S>                                                       <C>               <C>
          Net Loss, as reported                           $  (3,141,000)    $  (3,483,000)

          Stock-based employee compensation expense
               under fair value method, net of related
               tax effects                                      (56,000)               --
                                                          -------------     -------------
          Pro forma net loss                              $(,3,197,000)     $  (3,483,000)
                                                          =============     =============

          Loss per share:
                     Basic and diluted, as reported       $        (.15)    $        (.24)
                                                          =============     =============
                     Basic and diluted, pro forma         $        (.16)    $        (.24)
                                                          =============     =============
</TABLE>


                                       7
<PAGE>


                  In August 2003,  the Company  issued 75,000  options under the
                  1998 Option Plan to a new employee. These options vest equally
                  over 3 years, beginning August 1, 2004, have an exercise price
                  of $2.23 per share and expire during July 2013.

                  In August 2003,  the Company  issued 6,000  options  under the
                  1998 Option Plan to a new employee. These options vest equally
                  over 3 years,  beginning  August 19,  2004,  have an  exercise
                  price of $1.99 per share and expire during August 2013.

                  In September 2003, the Company issued 100,000 Non-plan Options
                  to a new  director.  These  options vest equally over 3 years,
                  beginning  September 9, 2004,  have an exercise price of $1.85
                  per share and expire during September 2008.

                  In October 2003,  the Company  issued 60,000 options under the
                  1998 Option Plan to a new employee. These options vest equally
                  over 3 years,  beginning  October 24,  2004,  have an exercise
                  price of $2.10 per share and expire during October 2013.

                  In November  2003,  the Company issued 6,000 options under the
                  1998 Option Plan to a new employee. These options vest equally
                  over 3 years,  beginning  November 25, 2004,  have an exercise
                  price of $1.60 per share and expire during November 2013.

                  In December  2003, the Company issued 50,000 options under the
                  1998 Option Plan to a new employee. These options vest equally
                  over 3 years,  beginning  December 22, 2004,  have an exercise
                  price of $1.45 per share and expire during December 2013.

                  In December  2003, the Company issued 75,000 options under the
                  1998 Option Plan to a new employee. These options vest equally
                  over 3 years,  beginning  December 29, 2004,  have an exercise
                  price of $1.50 per share and expire during December 2013.

                  In January 2004,  the Company  issued 20,000 options under the
                  1998 Option Plan to a new employee. These options vest equally
                  over 3 years,  beginning  January 12,  2005,  have an exercise
                  price of $1.59 per share and expire during January 2014.

                  On November 18, 2003, the Company's  publicly  traded warrants
                  expired.

NOTE 6 -          RELATED PARTY TRANSACTIONS:

                  In  April  2003,  the  Company  entered  into  a  license  and
                  development  agreement with Manhattan  Pharmaceuticals,  Inc.,
                  for  the   worldwide,   exclusive   rights  to  the  Company's
                  proprietary  lingual  spray  technology.  One of the Company's
                  significant  stockholders is also a significant stockholder of
                  Manhattan Pharmaceuticals, Inc.

                  During the six months  ended  January  31,  2004,  the Company
                  invoiced   Manhattan   Pharmaceuticals,   Inc.   approximately
                  $220,000  for the  Company's  reimbursable  expenses  of which
                  payment  of  approximately  $148,000  was  received  prior  to
                  January 31,  2004.  In  November  2003,  the Company  received
                  $375,000 from  Manhattan  Pharmaceuticals,  Inc.,  for license
                  fees. The Company expects to recognize these license fees over
                  the 20 year term of the license.

NOTE 7 -          PRIVATE PLACEMENT:

                  During January 2004, the Company completed a private placement
                  and received net proceeds of  approximately  $12,785,000  from
                  the  placement  of a  total  of 140  units  of  the  Company's
                  securities.  Each unit  consisted of ninety five  thousand two
                  hundred thirty eight (95,238)  common shares,  par value $.001
                  and twenty eight  thousand  five hundred  seventy one (28,571)
                  warrants.  Each  warrant  entitles  the holder to  purchase an
                  additional  share of the Company's common stock at an exercise
                  price of $1.40  within five (5) years.  The sale price of each
                  unit was  $100,000  ($1.05 per share).  A total of  13,333,333
                  shares and approximately 4,000,000 warrants were issued.


                  The securities were sold through  Paramount  Capital,  Inc., a
                  NASD   broker-dealer   ("Paramount").   For  its  services  as
                  placement  agent,  the Company paid  Paramount a 7% commission
                  fee  of  the  aggregate  amount  raised  and  also  issued  to
                  Paramount  (and  its  designees)  unit  purchase   options  to
                  purchase 1,330,303 shares of common stock at an exercise price
                  of $1.40 per share and  warrants  to  purchase  an  additional
                  399,091 shares of common stock at an



                                       8
<PAGE>


                  exercise  price of $1.40  per  share.  The  Company  also paid
                  Paramount a  non-accountable  expense  allowance of $25,000 to
                  reimburse  Paramount  for  its  out-of-  pocket  expenses.   A
                  significant  stockholder  of  the  Company  is  a  controlling
                  principal of Paramount.

                  In  connection  with  the  Company's  April/May  2003  private
                  placement,  the Company had agreed,  for a period of one year,
                  that if the  Company  issued  shares of common  stock at a per
                  share  price  less  than  $1.50  (the  price per share in such
                  offering)  that such  investors  would  receive  "reset price"
                  shares without any additional  consideration being paid to the
                  Company  (so that those  investors  would  receive  additional
                  shares as if they  purchased  their  shares at such  lower per
                  share purchase price). The per share sale price of the January
                  2004 offering triggered the reset rights of such investors and
                  1,371,549  shares  were  issued  to  these  investors  for  no
                  additional consideration.

NOTE 8 - SUBSEQUENT EVENTS:

                  In February 2004, the Company issued 100,000  Non-plan options
                  to a new  director.  These  options vest equally over 3 years,
                  beginning  February 23, 2005,  have an exercise price of $1.65
                  per share and expire during February 2009.

                  In February  2004,  200,000  options were  exercised for cash,
                  yielding proceeds to the Company of $200,000.








                                       9
<PAGE>


                               NOVADEL PHARMA INC.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Novadel  Pharma  Inc., a Delaware  corporation  (the  "Company"),  is engaged in
development of novel  application drug delivery  systems for presently  marketed
prescription and over-the-counter ("OTC") drugs and has been a consultant to the
pharmaceutical  industry.  Since  1992,  the  Company  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 its  consulting  activities.  The  Company  has had a  history  of
recurring  losses  from  operations,  giving rise to an  accumulated  deficit at
January 31, 2004 of $18,769,000.

For the  reasons  stated  above,  the  Company  anticipates  that it will  incur
substantial  operating  expenses in connection  with the 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  2004 [THE "2004  PERIOD"]  AND JANUARY 2003 [THE
"2003 PERIOD"]

Operating revenues for the 2004 Period increased  approximately  $21,000 from $0
for the 2003 Period.

Total  expenses for the 2004 Period  decreased  approximately  $213,000 or 6% to
$3,387,000  from  $3,600,000  for  the  2003  Period.   This  decrease  includes
approximately:  $978,000 in consultants  fees primarily due to a non-cash charge
for options issued to a consultant  during the 2003 Period;  $125,000 in cost of
clinical  studies  primarily  due to fewer  studies  during the 2004  Period and
$17,000 in trade show and conference  expenses.  Expense  increases for the 2004
Period,  as  compared to the 2003  Period,  include  approximately:  $473,000 in
payroll expense primarily due to the hiring of additional employees; $145,000 in
rent  expense due to the leasing and  occupying of  additional  space during the
first fiscal quarter;  $39,000 in insurance expenses due to additional employees
and generally increased  premiums;  $45,000 in outside services due to increased
activity;   $42,000  in  employee   recruiting;   $15,000  in  depreciation  and
amortization  expense  due to  the  earlier  purchases  of  internal  laboratory
equipment;  $26,000 in public  company  expense  due to an  increased  number of
directors;  $20,000 in inside laboratory  expenses;  $20,000 in travel expenses;
$17,000 in  telephone  expense;  $16,000 in office  expenses  due to  additional
employees and $16,000 in supplies expense necessary for sample products.

Interest income decreased  approximately  $22,000 or 67% to $11,000 for the 2004
Period from $33,000 for the 2003 Period due to a decreased average cash balance.

Deferred  income tax  benefit  for the 2004  period was  approximately  $214,000
compared to approximately  $84,000 for the 2003 period.  These benefits resulted
from the sale of the Company's New Jersey net operating losses.

The  resulting net loss for the 2004 Period was  $3,141,000  (or $.15 per share)
compared to a net loss of $3,483,000 (or $.24 per share) for the 2003 Period.






                                       10
<PAGE>


THE THREE  MONTHS ENDED  JANUARY 2004 [THE "2004  PERIOD"] AND JANUARY 2003 [THE
"2003 PERIOD"]

Operating revenues for the 2004 Period increased  approximately  $21,000 from $0
from the 2003 Period.

Total expenses for the 2004 Period  decreased  approximately  $217,000 or 12% to
$1,654,000  from  $1,871,000  for  the  2003  Period.   This  decrease  includes
approximately:  $480,000 in consultants  fees primarily due to a non-cash charge
for options issued to a consultant  during the 2003 Period;  $49,000 in employee
recruiting and $20,000 in legal and professional fees. Expense increases for the
2004 period, as compared to the 2003 period, include approximately:  $105,000 in
payroll expense primarily due to the hiring of additional employees; $100,000 in
rent  expense due to the leasing and  occupying of  additional  space during the
first fiscal quarter;  $30,000 in cost of clinical studies; $24,000 in insurance
expenses due to additional  employees and generally increased premiums;  $21,000
in inside laboratory expenses;  $18,000 in depreciation and amortization expense
due to the earlier purchases of internal laboratory equipment; $14,000 in public
company  expense due to an increased  number of directors and $14,000 in outside
services due to increased activity.

Interest income  decreased  approximately  $13,000 or 72% to $5,000 for the 2004
Period from $18,000 for the 2003 Period due to a decreased average cash balance.

Deferred  income tax  benefit  for the 2004  period was  approximately  $214,000
compared to approximately  $84,000 for the 2003 period.  These benefits resulted
from the sale of the Company's New Jersey net operating losses.

The  resulting net loss for the 2004 Period was  $1,414,000  (or $.06 per share)
compared to a net loss of $1,769,000 (or $.12 per share).

LIQUIDITY AND CAPITAL RESOURCES

Net cash  used in  operating  activities  approximated  $2,690,000  for the 2004
Period  compared  to net cash  used in  operating  activities  of  approximately
$1,681,000 for the 2003 Period.  Net cash used in operating  activities for both
the  2004  and  2003  periods  was  primarily  attributable  to the net  loss of
$3,141,000 and $3,483,000,  respectively. For the 2004 period, $329,000 was used
for investing  activities compared to $109,000 for the 2003 Period. For the 2004
period,  $12,773,000  was received from financing  activities as a result of the
completion  of a private  offering  of Units  (consisting  of  common  stock and
warrants).   Total  cash  flow  for  the  2004  period  increased  approximately
$9,754,000 as compared to a $1,790,000 decrease for the 2003 period.

During January 2004, the Company  completed a private placement and received net
proceeds of approximately $12,785,000. (See Part I, Note 7)

The Company  believes that it currently has sufficient  cash to satisfy its cash
requirements  into the second  calendar  quarter of 2005.  However,  beyond this
point  there is  substantial  doubt  about the  Company's  ability  to  continue
operations  without  obtaining   additional   financing  and/or  consummating  a
well-funded  strategic  alliance with a business partner.  There are a number of
risks and uncertainties related to the Company's attempt to complete a financing
or strategic partnering arrangement that are outside the control of the Company.
We may  not be  able  to  successfully  obtain  additional  financing  on  terms
acceptable to the Company, or at all. (See Part 1, Note 1)





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<PAGE>


OFF BALANCE SHEET ARRANGEMENTS

The  Company  has no off balance  sheet  arrangements  within the meaning of SEC
rules.

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.

ITEM 3.  CONTROLS AND PROCEDURES

As of January 31, 2004, our Chief Executive  Officer and Chief Financial Officer
performed  an  evaluation  of  the  effectiveness  of the  Company's  disclosure
controls  and  procedures  (as defined in SEC Rule  13a-15(e)),  which have been
designed  to ensure  that  material  information  related to the Company is made
known to them and timely disclosed. The Company's management,  including the CEO
and CFO,  does not expect  that the  Company's  disclosure  controls or internal
controls will prevent all error and all fraud. A control  system,  no matter how
well  conceived  and  operated,  can  provide  only  reasonable,  not  absolute,
assurance that the objectives of the control system are met. Further, the design
of a control  system must reflect the fact that there are resource  constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent  limitations in all control  systems,  no evaluation of controls
can provide  absolute  assurance that all control issues and instances of fraud,
if any,  within the Company have been detected.  Notwithstanding  the foregoing,
however,  based  upon  their  evaluations,  our CEO and CFO  concluded  that the
Company's  disclosure  controls are  effective to provide a reasonable  level of
assurance that material  information  relating to the Company is accumulated and
communicated to management,  including the CEO and CFO, as appropriate, to allow
timely decisions regarding required disclosure.

During the three months ended January 31, 2004,  there have been no  significant
changes in our internal  controls over financial  reporting or in other factors,
which have  significantly  affected,  or are reasonable  likely to significantly
affect,  our internal  controls  over  financial  reporting  subsequent  to such
evaluation.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

              N/A

ITEM 2.  CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF SECURITIES

              In January  2004,  the Company  sold units  (consisting  of common
              stock and  warrants)  to  accredited  investors  (at  $100,000 per
              Unit).  Investors  were issued three  warrants for each ten shares
              purchased.  A total of 13,333,333  shares and  3,999,957  warrants
              were issued.  The warrants are  exercisable  for five years, at an
              exercise  price of $1.40  per  share.  The  securities  were  sold
              through  Paramount  Capital,  Inc.,  a NASD  broker - dealer and a
              related  party.  The gross  proceeds of the private  offering were
              approximately $14.0 million.  For its services as placement agent,
              the Company paid  Paramount a 7%  commission  fee of the aggregate
              amount  raised   (approximately   $980,000)  and  also  issued  to
              Paramount  options to purchase  14 units at an  exercise  price of
              $110,000 per unit for five years. The shares were sold pursuant to
              Regulation D and/or  Section 4 (2) of the Act.(See Part I, Note 7)
              The per  share  price  ($1.05)  of this sale  triggered  the reset
              rights of certain prior investors and 1,371,549 shares were issued
              to these investors.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

              N/A

ITEM 4.  SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

              N/A



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<PAGE>


ITEM 5.  OTHER INFORMATION

              N/A

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a) List of Exhibits

            Exhibit 31.1   Rule 13a-14(a) Certification of Chief Executive
                           Officer

            Exhibit 31.2   Rule 13a-14(a) Certification of Chief Financial
                           Officer

            Exhibit 32.1   Certification under 18 U.S.C. 1350

            Exhibit 32.2   Certification under 18 U.S.C. 1350

         b) Reports on Form 8-K

            1.    Current report on Form 8-K filed  December 3, 2003  disclosing
                  the Company's Change in Certifying Accountant.

            2.    Current report on Form 8-K filed December 30, 2003  disclosing
                  private placement of securities.

            3.    Current report on Form 8-K/A filed January 6, 2004 relating to
                  Change in Certifying Accountant.

            4.    Current  report on Form 8-K filed January 12, 2004  disclosing
                  closing of private placement of securities.






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<PAGE>


                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed  on its  behalf  by the  undersigned  thereunto  duly
authorized.



                               NOVADEL PHARMA INC



Dated: March 16, 2004                   By: /s/ Gary A. Shangold, M.D.
                                            ------------------------------------
                                            Gary A. Shangold, M.D.
                                            President  & Chief Executive Officer


Dated: March 16, 2004                   By: /s/ Donald J. Deitman
                                            ------------------------------------
                                             Donald J. Deitman
                                             Chief Financial Officer







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