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 nine month period ended April 30, 2001

   [ ]  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
incorporation or organization                       Identification No.)

                            31 State Highway 12
                           Flemington, New Jersey
                  (Address of Principal Executive Offices)

                                  08822
                                (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.
  7,724,900 shares of common stock outstanding as of June 7, 2001.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (check one): Yes [ ]  No [X]



                    FLEMINGTON PHARMACEUTICAL CORPORATION

                               BALANCE SHEETS

                                          April 30           July 31,
                                            2001               2000
                                           ------             ------
                                         (Unaudited)

ASSETS

CURRENT ASSETS:
 Cash and equivalents                   $    32,000      $    700,000
 Accounts receivable - trade, less
  allowance for doubtful accounts
  of $15,000                                  5,000            46,000
 Due from D&O Insurance Carrier              25,000            86,000
 Prepaid expenses and other current assets   26,000            52,000
                                            -------           -------
            Total Current Assets             88,000           884,000
                                            -------           -------
FURNITURE, FIXTURES, AND EQUIPMENT, LESS
 ACCUMULATED DEPRECIATION                    72,000            25,000

DEMAND NOTE RECEIVABLE, SHAREHOLDER          60,000            60,000

DUE FROM JOINT VENTURE PARTNER FOR
 REIMBURSABLE EXPENSES                        6,000            80,000

OTHER ASSETS                                 17,000            10,000
                                            -------         ---------
                                        $   243,000      $  1,059,000
                                            =======         =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
 Accounts payable trade                 $   192,000      $     68,000
 Billings in excess of costs and
  estimated earnings on uncompleted
  contracts                                  15,000            49,000
 Accrued expenses and other current
  liabilities                               117,000           100,000
                                            -------           -------
            Total Current Liabilities       324,000           217,000
                                            =======           =======
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 - 5,881,000
  shares in 2001 and 5,877,000 shares
  in 2000                                     6,000            6,000
 Additional paid-in capital               5,256,000        5,250,000
 Accumulated Deficit                     (5,343,000)      (4,414,000)
                                          ---------        ---------
           Total Stockholders' Equity
            (Deficiency)                    (81,000)         842,000
                                          ---------        ---------
                                        $   243,000      $ 1,059,000
                                          =========        =========

See accompanying notes to financial statements.


FLEMINGTON PHARMACEUTICAL CORPORATION

                             STATEMENTS OF OPERATIONS
                                  (Unaudited)


                                  Three Months Ended      Nine Months Ended
                                      April 30,               April 30,
                                  ------------------      ------------------
                                    2001       2000       2001         2000

REVENUES:
 Operating revenues              $   1,000 $  69,000   $  142,000   $  242,000
 Interest Income                     2,000     5,000       15,000       30,000
 Sale of New Jersey net operating
  loss carry forwards                    -         -       47,000            -
                                     -----    ------      -------      -------
                                     3,000    74,000      204,000      272,000
COST AND EXPENSES:
 Operating expenses                  9,000    33,000       42,000      129,000
 Product development                88,000    92,000      465,000      216,000
 Selling, general and
  administrative expenses          142,000   281,000      626,000      710,000
                                   -------   -------    ---------    ---------
                                   239,000   406,000    1,133,000    1,055,000
                                   -------   -------    ----------   ---------
NET INCOME (LOSS)                $(236,000)$(332,000)  $ (929,000)  $ (783,000)
                                   =======   =======    =========    =========
WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING              5,881,000 4,144,000    5,880,000    3,965,000
                                 ========= =========    =========    ========
BASIC AND DILUTED LOSS PER
 COMMON SHARE:
  Net loss                       $    (.04) $   (.08)  $     (.16)  $     (.20)
                                  ========   =======    =========    =========


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, 2000   5,877,000  $  6,000   $5,250,000   $(4,414,000)    $ 842,000
Nine Months Ended
 April 30, 2001
 Common Shares
  Issued for
  Services           4,000         -        6,000             -         6,000
 Net Loss                -         -            -      (929,000)     (929,000)
-----------------------------------------------------------------------------
Balance,
 April 30, 2001  5,881,000  $  6,000   $5,256,000   $(5,343,000)    $ (81,000)
=============================================================================

See accompanying notes to financial statements.



                   FLEMINGTON PHARMACEUTICAL CORPORATION

                          STATEMENT OF CASH FLOWS
                                (Unaudited)


                                         Nine Months Ended
                                             April 30,
                                         -----------------
                                         2001         2000
CASH FLOW FROM OPERATING ACTIVITIES:
 Net (loss)                           $(929,000)   $  (783,000)
 Adjustments to reconcile net income
 (loss) to net cash
  Flows from operating activities:
  Shares Issued for Services              6,000              -
  Options Issued for Services                 -         10,000
  Depreciation & Amortization            12,000         10,000
 Changes in operating assets and liabilities:
  Accounts receivable                    41,000        (15,000)
  Due from D&O Insurance Carrier         61,000              -
  Prepaid expenses and other current
   assets                                26,000        (52,000)
  Due from joint venture partner for
   reimbursable expenses                 74,000              -
  Costs and estimated earnings in excess
   of billings on Uncompleted contracts       -        (22,000)
  Other assets                           (7,000)         9,000
  Accounts payable - trade              124,000          6,000
  Billings in excess of costs and
   estimated earnings on uncompleted
   contracts                            (34,000)        84,000
  Accrued expenses and other current
   liabilities                           17,000        (68,000)
                                       --------       --------
  Net cash flows from operating
   activities                          (609,000)      (821,000)
                                       --------       --------
CASH FLOWS FROM INVESTING ACTIVITIES -
  Purchase of property and equipment    (59,000)        (9,000)
                                       --------       --------
CASH FLOWS FROM FINANCING ACTIVITIES -
  Private Placement                           -        984,000
                                       --------       --------
NET CHANGE IN CASH                     (668,000)       154,000
CASH, BEGINNING OF PERIOD               700,000        864,000
                                       --------       --------
CASH, END OF PERIOD                   $  32,000     $1,018,000
                                       ========      =========

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

See accompanying notes to financial statements.




                   FLEMINGTON PHARMACEUTICAL CORPORATION

NOTES TO 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 Company's Form 10-KSB 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 statements.  Results of operations for interim
periods are not necessarily indicative of the operating results for a full
year.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  The Company has had a history of
recurring losses from operations, giving rise to an accumulated deficit
through April 30, 2001 and will require substantial financing to fund
anticipated product development costs.  Resulting operating losses and
negative cash flows from operations are likely to occur until, if ever,
profitability can be achieved through successful marketing of newly developed
products.  These factors raise substantial doubt about the Company's ability
to continue as a going concern.

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, 2000.

Note 2 -	On December 23, 1998, a former shareholder filed a lawsuit
against the Company, its president and its chairman.  The lawsuit alleged
violations of the federal securities laws, and sought 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 has settled that lawsuit.
See Part II.  OTHER INFORMATION, Item 1. Legal Proceedings.

Note 3 -	On December 12, 2000, the Company received approximately
$47,000 as consideration for transferring approximately $611,000 of New Jersey
net operating loss tax benefit to a third party corporation buyer.  The
Technology Tax Certificate Transfer Program for transferring net operating
loss and R & D tax benefits is the responsibility of New Jersey Economic
Development Authority.

Note 4 -	Subsequent Event - During May 2001, the company received net
proceeds of approximately $1,170,000 from a continuing private placement.
These proceeds resulted from the sale of approximately 1,844,000 shares of
common stock, par value $.001 per share.



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 it 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"], 1998 ["Fiscal 1998"], 1999
["Fiscal 1999"], and 2000 ["Fiscal 2000"], giving rise to an accumulated
deficit at April 30, 2001 of approximately $5,343,000.  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, Fiscal 1998, Fiscal 1999 and Fiscal 2000.  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.
In view of the Company's limited resources, its anticipated expenses and the
competitive environment in which the Company operates, there can be no
assurance that its operations will be sustained for the duration of the next
fiscal year.

Results of Operations

The nine months ended April 2001 [the "2001 Period"] and April 2000 [the
 "2000 Period"]

Operating revenues for the 2001 Period decreased approximately $100,000 or
41% to $142,000 from $242,000 for the 2000 Period.  This revenue decrease for
the 2001 period was primarily attributable to the lack of consulting
engagements and clinical studies for clients.  Interest income decreased
approximately $15,000 or 50% to $15,000 for the 2001 Period from $30,000 for
the 2000 Period due to a reduced cash balance for the 2001 period.

Total costs and expenses for the 2001 Period increased approximately $78,000
or 7% to $1,133,000 from $1,055,000 for the 2000 Period.  This increase
includes an approximate $60,000 increase in clinical studies costs, an
approximate $23,000 increase in rent expenses, an approximate $18,000 increase
in automobile and travel expenses, an approximate $14,000 increase in
laboratory testing costs and an approximate $9,000 increase in public company
expenses.  These cost increases were due primarily to the Company's decision
to shift its activities from consulting and clinical studies for clients to
development of pharmaceutical products utilizing the Company's proprietary
delivery technologies. Legal and professional fees decreased an approximate
$66,000, as a result of settlement of the shareholder lawsuit, and telephone
expense decreased an approximate $11,000.

The resulting net loss for the 2001 Period was $929,000 compared to a net
loss of $783,000 for the 2000 Period.


The three months ended April 2001 [the "2001 Period"] and April 2000 [the
"2000 Period"]

Operating revenues for the 2001 Period decreased approximately $68,000 or 99%
to $1,000 from $69,000 for the 2000 Period. Interest income decreased
approximately $3,000 or 60% to $2,000 for the 2001 Period from $5,000 for
the 2000 Period due to a reduced cash balance for the 2001 period.

Total costs and expenses for the 2001 Period decreased approximately $167,000
or 41% to $239,000 from $406,000 for the 2000 Period.  This decrease includes
an approximate $73,000 decrease in payroll and payroll taxes, an approximate
$65,000 decrease in laboratory testing costs, an approximate $36,000 decrease
in legal & professional fees, an approximate $15,000 decrease in outside
consulting fees and an approximate $9,000 increase in rent expense.

The resulting net loss for the 2001 Period was $236,000 compared to a net
loss of $332,000 for the 2000 Period.

Liquidity and Capital Resources

Net cash used in operating activities approximated $609,000 for the 2001
Period compared to net cash used in operating activities of approximately
$821,000 for the 2000 Period.  Net cash used in operating activities for both
the 2001 and 2000 periods was primarily attributable to the net loss of
$929,000 and $783,000, respectively.  For the 2001 Period, $59,000 was used
for investing activities compared to $9,000 for the 2000 Period.  Total cash
flow for the 2001 period decreased approximately $668,000 as compared to a
$154,000 increase for the 2000 period.

During May 2001, the Company received net proceeds of approximately $1,170,000
from a continuing private placement.  These proceeds resulted from the sale
of approximately 1,844,000 shares of common stock, par value $.001 per share.

The Company believes that it has sufficient cash to satisfy its cash
requirements for at least the next six (6) months.

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.


PART II.  OTHER INFORMATION

Item 1.	Legal Proceedings

     On December 23, 1998, a complaint was filed 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 included
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 alleged 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 alleged failure to properly disclose
certain information relating to Monroe Parker.  Relief sought by the plaintiff
included certification of the action as a class action, damages, rescission
and costs.   On December 8, 2000 the lawsuit was dismissed with prejudice.
Pursuant to the settlement agreement, the exact terms remain confidential.

Item 2.	Changes in Securities

     N/A

Item 3.	Defaults Upon Senior Securities

     N/A

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

     N/A

Item 5.	Other Information

     Effective May 7, 2001, the Company's Vice President for Product
     Development resigned.

     Effective June 1, 2001, the Company's Vice President for Regulatory
     Affairs resigned.

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, 2001

     b) Reports on Form 8-K


                                   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



By:	/s/  Harry A. Dugger, III
        ----------------------------
         Harry A. Dugger, III, President
         (Principal Executive Officer)


By:	/s/  Donald J. Deitman
        ----------------------------
         Donald J. Deitman, Chief Financial Officer



         *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *

EXHIBIT 11

                     FLEMINGTON PHARMACEUTICAL CORPORATION

                         EARNINGS PER SHARE COMPUTATION

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


                                    NINE MONTHS ENDED
                                     April 30, 2001
                                    -----------------
BASIC
Weighted average shares outstanding         5,880,000
Dilutive effect of stock performance
 plans (1)                                          -
                                            ---------
 Total                                      5,880,000
                                            =========
Net Income (loss)                                (929)
                                            =========
Earnings per share                               (.16)
                                            =========

                                    NINE MONTHS ENDED
                                     April 30, 2000
                                    -----------------
BASIC
Weighted average shares outstanding         3,965,000
Dilutive effect of stock performance
 plans (1)                                          -
                                            ---------
     Total                                  3,965,000
                                            =========

Net Income (loss)                                (783)
                                            =========
Earnings per share                               (.20)
                                            =========

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