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, 2002

[ ]   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                         Identifcation 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 [ ]


 State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
      14,391,567 shares of common stock outstanding as of June 14, 2002.

	    TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (check one):

				Yes[ ]  No [X]



		     FLEMINGTON PHARMACEUTICAL CORPORATION

				BALANCE SHEETS


						    April 30,     July 31,
						      2002          2001
						  ------------   ----------
						   (Unaudited)


ASSETS

CURRENT ASSETS:
 Cash and equivalents                             $ 4,530,000   $   585,000
 Accounts receivable - trade, less
  allowance for doubtful accounts of $98,000
  at April 30, 2002 and $9,000 at July 31, 2001        97,000        92,000
 Prepaid expenses and other current assets             79,000        57,000
						    ---------     ---------
 Total Current Assets                               4,706,000       734,000
						    ---------     ---------


FURNITURE, FIXTURES, AND EQUIPMENT, LESS
 ACCUMULATED DEPRECIATION                             301,000       167,000

DEMAND NOTE RECEIVABLE, OFFICER                             -        60,000

DUE FROM JOINT VENTURE PARTNER FOR REIMBURSABLE
 EXPENSES                                              10,000         6,000

OTHER ASSETS                                           18,000        17,000
						    ---------     ---------
						   $5,035,000   $   984,000
						    =========     =========


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
 Accounts payable trade                            $  202,000   $    11,000
 Accrued expenses                                     196,000        77,000
						    ---------     ---------
 Total Current Liabilities                            398,000        88,000
						    ---------     ---------

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 - 14,391,567 shares
  in 2002 and 7,724,900 shares in 2001                 14,000         8,000
 Additional paid-in capital                        12,734,000     6,411,000
 Accumulated Deficit                               (8,111,000)   (5,523,000)
						   ----------     ---------
 Total Stockholders' Equity (Deficiency)            4,637,000       896,000
						   ----------     ---------
						   $5,035,000   $   984,000
						    =========     =========



See accompanying notes to financial statements.


				   -2-

<PAGE>




		   FLEMINGTON PHARMACEUTICAL CORPORATION

			 STATEMENTS OF OPERATIONS
			       (Unaudited)



				    Three Months Ended     Nine Months Ended
					 April 30,           April 30, 2002
				   --------------------  --------------------
				    2002          2001     2002        2001
				   ------------------------------------------

CONSULTING REVENUES            $    81,000   $  1,000  $   335,000  $  142,000

CONSULTING, SELLING, GENERAL
 AND ADMINISTRATIVE EXPENSES     2,139,000    239,000    3,011,000   1,133,000
				 ---------------------------------------------
LOSS FROM OPERATIONS            (2,058,000)  (238,000)  (2,676,000)   (991,000)

BUY-OUT OF CONSULTANT'S CONTRACT         -          -      (32,000)          -

INTEREST INCOME                     17,000      2,000       32,000      15,000
				 ---------------------------------------------
NET LOSS BEFORE TAXES           (2,041,000)  (236,000)  (2,676,000)   (976,000)

DEFERRED INCOME TAX BENEFIT              -          -       88,000      47,000
				 ---------------------------------------------
NET LOSS                       $(2,041,000) $(236,000) $(2,588,000) $ (929,000)
				 =============================================
BASIC AND DILUTED LOSS PER
   SHARE                       $      (.15) $    (.04) $      (.25) $     (.16)
				 =============================================
SHARES USED IN COMPUTATION
 OF BASIC AND DILUTED LOSS
 PER SHARE                      13,432,765  5,881,237   10,332,959   5,879,910
				==============================================







See accompanying notes to financial statements.


				   -3-


<PAGE>



		 FLEMINGTON PHARMACEUTICAL CORPORATION

       STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
			      (Unaudited)



		     Common Stock
		 ---------------------                          Stockholders'
				Par     Paid-in    Accumulated     Equity
		  Shares       Value    Capital      Deficit     (Deficiency)
-----------------------------------------------------------------------------
Balance,
 July 31, 2001   7,724,900   $ 8,000   $ 6,411,000  $(5,523,000) $   896,000
Nine months ended
 April 30, 2002 -
 Stock issued in
 connection with
 private
 placements,
 net of costs    6,666,667     6,000     4,928,000            -    4,934,000
 Options issued
  for services           -         -     1,348,000            -    1,348,000
 Warrants issued
  for services           -         -        47,000            -       47,000
 Net Loss                -         -             -   (2,588,000)  (2,588,000)
		 ------------------------------------------------------------
Balance,
 April 30, 2002 14,391,567   $14,000   $12,734,000  $(8,111,000) $ 4,637,000
		============================================================





See accompanying notes to financial statements.





				   -4-


<PAGE>



		  FLEMINGTON PHARMACEUTICAL CORPORATION

			STATEMENT OF CASH FLOWS
			      (Unaudited)


						 Nine Months Ended
						     April 30,
					     -------------------------
					      2002               2001
					     -------------------------

CASH FLOW FROM OPERATING ACTIVITIES:
 Net (loss)                                 $(2,588,000)    $ (929,000)
 Adjustments to reconcile net income
  (loss) to net cash flows from operating
  activities:
  Options Issued for Services                 1,348,000              -
  Warrants Issued for Services                   47,000              -
  Shares Issued for Services                          -          6,000
  Depreciation & Amortization                    45,000         12,000
  Allowances for Doubtful Accounts               89,000              -
  Changes in operating assets and liabilities:
   Accounts receivable                          (94,000)        41,000
   Due from D&O Insurance Carrier                     -         61,000
   Prepaid expenses and other current assets    (22,000)        26,000
   Demand note receivable, Officer               60,000              -
   Due from joint venture partner for
    reimbursable expenses                        (4,000)        74,000
   Other assets                                  (1,000)        (7,000)
   Accounts payable - trade                     191,000        124,000
   Billings in excess of costs and estimated
    earnings on uncompleted contracts                 -        (34,000)
   Accrued expenses and other current
    liabilities                                 119,000         17,000
					      ---------       --------
  Net cash flows from operating activities     (810,000)      (609,000)
					      ---------       --------

CASH FLOWS FROM INVESTING ACTIVITIES-
 Purchase of property and equipment            (179,000)       (59,000)
					      ---------       --------

CASH FLOWS FROM FINANCING ACTIVITIES-
 Net proceeds received from issuance of
  common stock through a private placement
  offering                                    4,934,000              -
					      ---------       --------

NET CHANGE IN CASH                            3,945,000       (668,000)

CASH, BEGINNING OF PERIOD                       585,000        700,000
					      ---------       --------
CASH, END OF PERIOD                          $4,530,000     $   32,000
					      =========       ========



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

 Income taxes paid                           $        -     $       -
					      =========       =======







See accompanying notes to financial statements.


				   -5-

<PAGE>


		   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, 2002.  Resulting operating
	 losses and negative cash flows from operations are likely to occur
	 until, if ever, profitability can be achieved through successful
	 marketing of the Company's developed products.

	 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, 2001.



Note 2 - Officer's Note Receivable:

	 During January 2002, the Company's President repaid a $60,000; 7%
	 demand loan and approximately $5,000 accrued interest to the Company.
	 The Company granted this loan during April 1998.

	 Accrued expenses and other current liabilities:

	 Approximately $80,000 of accrued employee vacation, approximately
	 $68,000 of accrued clinical study costs for clients and approximately
	 $23,000 of payroll taxes are included in the $196,000 total.  The
	 remainder is other accrued expenses and other current liabilities.



Note 3 - Private Placement:

	 During December 2001 and March 2002, the Company received total net
	 proceeds of approximately $4,934,000 from a total of 6,666,667 Units
	 of the Company's securities.  Each Unit consisted of a common share,
	 par value $.001, and a warrant to purchase an additional share of the
	 company's common stock at an exercise price of $0.75 within seven (7)
	 years.  The sale price of each Unit was $0.75.



				    -6-


<PAGE>

Note 4 - Stock Options and Warrants

	 Pursuant to an employment agreement dated September 4, 2001, and an
	 amendment in December 2001, the Company granted 1,050,000 non-plan
	 options to Robert C. Galler, a director and officer of the Company.
	 The term of the options is ten years and the exercise price is $.75
	 per share.  700,000 of these options vested in December 2001.  An
	 additional 350,000 options will vest if certain conditions in Mr.
	 Galler's employment agreement are achieved.  The Company applies
	 Accounting Principle Board Opinion No. 25, "Accounting for Stock
	 Issued to Employees" and the related interpretations in accounting
	 for its stock options to employees. See also Note 6.

	 During November 2001, the Company cancelled and re-issued to four (4)
	 officers and directors of the Company, 440,000 options under the 1992
	 plan; 150,000 options under the 1997 plan and 400,000 options under
	 the 1998 plan.  345,000 of those options were issued to each of Harry
	 Dugger and John Moroney at an exercise price of $.70 per share (110%
	 of the fair market value on the date of issuance), which options have
	 a term of five (5) years.  150,000 of those options were issued to
	 each of Robert Schaul and Jack Kornreich at an exercise price of $.63
	 per share, which options have a term of ten (10) years.

	 During December 2001, the Company granted an aggregate of 100,000
	 stock options under the Company's 1998 option plan, exercisable at
	 $0.80 per share for a term of ten (10) years, to four (4) non-
	 managerial employees.  The Company applies Accounting Principle Board
	 Opinion No. 25, "Accounting for Stock Issued to Employees" and the
	 related interpretations in accounting for its stock options to
	 employees.

	 During December 2001, the Company extended the term of 50,000 options
	 previously granted to each of the Company's CEO and Chairman,
	 respectively.  These options, previously set to expire on March 25,
	 2003, now expire on December 10, 2006.  All other terms of the options
	 remain unchanged.  In accordance with Financial Interpretation No. 44,
	 "Accounting for certain transactions involving Stock Compensation
	 (Interpretation of APB opinion No. 25), no expense was recorded because
	 the exercise price of the option was higher than the price of the
	 common stock.

	 During December 2001, the Company's Board of Directors acted to
	 increase the number of options provided by the Company's 1998 option
	 plan from 500,000 to 1,075,000.  The Board's action in this respect
	 was submitted for ratification by the shareholders at the Company's
	 2001 Annual Meeting, held February 15, 2002, at which it was approved.

	 During December 2001, to resolve a disagreement with a consultant, the
	 Company agreed to issue 50,000 warrants, having a term of seven (7)
	 years, to purchase the Company's common stock at $0.75 per share, in
	 exchange for which all relationships between the Company and the
	 consultant were terminated.  An expense of $33,000 was recorded to
	 recognize the settlement.

	 In January 2002, pursuant to an agreement with The Trout Group, LLC
	 (see Note 6, below), the Company issued warrants to purchase 60,000
	 shares of common stock at an exercise price of $2.00 per share.
	 The warrants have a 5-year life and vest quarterly through October
	 1, 2002.  At April 30, 2002, the Company has recorded $14,000 of
	 expense to record these consulting services.

	 In February 2002, pursuant to a consulting agreement with John H.
	 Klein (see Note 7, below), 1,000,000 options were issued at an
	 exercise price of $2.40 per share with a 10 year life. The options
	 vest and become exercisable in three equal annual installments
	 commencing February 1, 2003.  At April 30, 2002, the Company has
	 recorded $599,000 of expense to recognize the value of the options
	 issued in connection with the consulting agreement.  The value of
	 the options are being recognized over the life of the consulting
	 agreement.


				     -7-

<PAGE>


	 In February 2002, the board issued options from the 1998 plan to
	 outside directors.  75,000 options were issued to each of two
	 directors and 37,500 options to one director.  These options have
	 an exercise price of $2.69 and a term of 10 years.

	 During April 2002, a consultant was issued 250,000 options to provide
	 investment banking assistance to the Company.  These options have an
	 exercise price of $3.18 and a term of 10 years.  An expense of
	 $749,000 was recorded to recognize these services.



Note 5 - Deferred income tax benefit:

	 During December 2001, the Company received approximately $88,000 as
	 consideration for transferring approximately $1,159,000 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 6 - Contracts:

	 In September, 2001 the Company entered into an employment agreement
	 with Robert Galler, to serve as Vice President - Corporate
	 Development and a Director of the Company. The Agreement was amended
	 in December, 2001. Under the amended Agreement, Mr. Galler was hired
	 for a period of three years, at a base salary of $180,000 per year.
	 In addition, Mr. Galler was granted 1,050,000 options to purchase
	 shares of the Company's stock at an exercise price per share of
	 $0.75 per share. The options have a term of ten years. Currently
	 700,000 of those options have vested; the remaining 350,000 will
	 vest upon the fulfillment of a condition precedent.  See also
	 Note 4.

	 During January 2002, the Company entered into a consulting agreement
	 for investor relations with The Trout Group, LLC.  In addition to
	 payment of a quarterly fee, the Company issued warrants to purchase
	 60,000 shares of common stock at an exercise price of $2.00 per
	 share.  The warrants vest quarterly and have a term of 5 years.
	 See also Note 4.

	 In February 2002 the Company entered into an employment agreement,
	 effective January 1, 2002, with its President, Harry A. Dugger III.
	 The Agreement has a term of three years and provides for a base
	 salary of $248,000 per year.

	 In February, 2002 the Company entered into an employment agreement,
	 effective January 1, 2002, with its Chief Financial Officer, Donald
	 Deitman. The Agreement has a term of three years and provides for a
	 base salary of $125,000 per year.


Note 7 - Related Parties:

	 In February 2002 the Company entered into a consulting agreement
	 with John H. Klein, effective February 1, 2002. The Agreement has a
	 term of one year, and is renewable annually thereafter. The Agreement
	 provides for base fees of $300,000 per year, with additional
	 compensation payable for the achievement of certain goals set forth
	 in the Agreement.Upon execution of this agreement, 1,000,000 options
	 were issued at an exercise price of $2.40 per common share with a 10
	 year life (see Note 4).  The options vest and become exercisable in
	 three equal annual installments commencing February 1, 2003.  In
	 addition, in February 2002, Mr. Klein was elected as a member and
	 Chairman of the Company's Board of Directors.



				    -8-

<PAGE>

Note 8 - Subsequent Events:

	 In May, 2002 the Company entered into an employment agreement with
	 Mohammed Abd El-Shafy to serve as Vice President - Formulations.
	 Under the Agreement, Dr. El-Shafy was hired for a period of three
	 years, at a base salary of $110,000 per year. In addition, Dr. El-
	 Shafy was granted 150,000 options to purchase shares of the
	 Company's stock at an exercise price per share of $3.02 per share.
	 The options have a term of 10 years.  Options will vest at the rate
	 of 50,000 options each six (6) months from the date of the contract,
	 beginning November 2002.












				  -9-

<PAGE>




		  FLEMINGTON PHARMACEUTICAL CORPORATION

Part I, Item 2.  Management's Discussion and Analysis

Flemington Pharmaceutical Corporation, 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 operation, giving rise to an accumulated deficit at
April 30, 2002 of approximately $8,111,000.  Revenues from consulting may be
expected to 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 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 nine months ended April 2002 [the "2002 Period"] and April 2001 [the
"2001 Period"]

Consulting revenues for the 2002 Period increased approximately $193,000 or
136% to $335,000 from $142,000 for the 2001 Period.  This revenue increase
for the 2002 Period was primarily attributable to an increase in project
management of clinical studies for clients.

Total costs and expenses for the 2002 Period increased approximately
$1,878,000 or 166% to $3,011,000 from $1,133,000 for the 2001 Period.  This
increase includes an approximate $1,413,000 in outside consultant fees
primarily due to options issued to consultants, an approximate $142,000 in
payroll expense primarily due to additional employees and the establishment
of a vacation pay accrual, an approximate $116,000 in legal & professional
fees, an approximate $89,000 in bad debt expense, an approximate $32,000 in
settlement with a consultant (see note 4), an approximate $31,000 in
depreciation and amortization expense due to the earlier purchases of
laboratory equipment, an approximate $28,000 in public company expenses due
primarily to an increase in the number of outside directors and the increased
number of board meetings held during the 2002 Period, an approximate $21,000
in rent expenses due to increased rents for the Company's facilities, occupied
in October 2000, and the establishment of the Company's Florida office during
October 2001, an approximate $21,000 in trade show and conference expenses,
an approximate $18,000 in laboratory expenses due to additional lab employees
and an approximate $11,000 in insurance expenses due to increased premiums
for directors and officers coverage and additional clinical studies coverage.

Decreases in costs and expenses for the 2002 Period, as compared to the 2001
Period, includes an approximate $56,000 in laboratory testing and clinical
studies costs due primarily to the Company's earlier decision to establish
an internal laboratory and an approximate $11,000 in automobile expense.
A buy-out of a consultant's contract, during the 2002 Period, resulted in an
approximate $32,000 increase in expenses.

Interest income increased approximately $17,000 or 113% to $32,000 for the
2002 Period from $15,000 for the 2001 Period due to an increased average cash
balance in conjunction with reduced interest rates for the 2002 Period.

Deferred income tax benefit for the 2002 Period was approximately $88,000
compared to approximately $47,000 for the 2001 Period.  These benefits
resulted from the sale of the Company's New Jersey net operating losses.

The resulting net loss for the 2002 Period was $2,588,000 compared to a net
loss of $929,000 for the 2001 Period.



				  -10-

<PAGE>


The three months ended April 2002 [the "2002 Period"] and April 2001 [the
"2001 Period"]

Operating revenues for the 2002 Period increased approximately $80,000 to
$81,000 from $1,000 for the 2001 Period.

Total costs and expenses for the 2002 Period increased approximately
$1,900,000 to $2,139,000 from $239,000 for the 2001 Period.  This increase
includes an approximate $1,464,000 in outside consultant fees primarily due
to options issued to consultants, an approximate $122,000 in payroll expense
primarily due to additional employees and the establishment of a vacation pay
accrual, an approximate $83,000 in bad debt expense, an approximate $67,000
in legal & professional fees, an approximate $43,000 in laboratory testing
and clinical studies costs, an approximate $26,000 in travel expense, an
approximate $17,000 in public company expenses due primarily to an increase
in the number of outside directors and the increased number of board meetings
held during the 2002 Period, an approximate $13,000 in trade show and
conference expenses, an approximate $13,000 in laboratory expenses due to
additional lab employees, an approximate $13,000 in insurance expenses, an
approximate $12,000 increase in depreciation and amortization expense due to
the earlier purchase of internal laboratory equipment, an approximate $8,000
in rent expenses and an approximate $7,000 increase in general outside
services.

Interest income increased approximately $15,000 to $17,000 for the 2002
Period from $2,000 for the 2001 Period due to an increased average cash
balance.

The resulting net loss for the 2002 Period was $2,041,000 compared to a net
loss of $236,000 for the 2001 Period.


Liquidity and Capital Resources

Net cash used in operating activities approximated $810,000 for the 2002
Period compared to net cash used in operating activities of approximately
$609,000 for the 2001 Period.  Net cash used in operating activities for both
the 2002 and 2001 Periods was primarily attributable to the net loss of
$2,588,000 and $929,000, respectively.  For the 2002 Period, $179,000 was
used for investing activities compared to $59,000 for the 2001 Period.
Total cash flow for the 2002 Period increased approximately $3,945,000 as
compared to a $668,000 decrease for the 2001 Period.

The Company believes that it currently has sufficient cash to satisfy its
cash requirements for at least the next (7) 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.




				   -11-

<PAGE>

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

	None

Item 2. Changes in Securities

	During March 2002, the Company issued 2,666,667 units (each
	consisting of one share of common stock and one warrant to purchase
	a share of common stock at $.75 per share) at $.75 per unit, to an
	accredited investor, pursuant to Section 4(2) of the Securities Act
	of 1933, as amended.  No commissions were paid in connection with
	such transaction.

Item 3. Defaults Upon Senior Securities

	N/A


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

	On February 15, 2002, the Company held an annual meeting of
	stockholders to vote on the election of directors, the ratification
	of the Company's independent auditors and the amendment to the
	Company's 1998 Stock Plan.  Of the 11,724,900 shares of the Company's
	Common Stock entitled to vote at the meeting, holders of 7,191,048
	shares were present in person or were represented by proxy at the
	meeting.

	The directors elected at the meeting and the results of the voting
	were as follows:

				 For            Withheld
			      ---------------------------

Harry A. Dugger III, Ph.D     7,189,948            1,100
John J. Moroney               7,189,948            1,100
Robert F. Schaul              7,189,948            1,100
Jack J. Kornreich             7,189,948            1,100
Robert C. Galler              7,189,948            1,100

The above represented all of the directors of the Company on February 15,
2002.

The shares voted regarding the Board of Directors' proposal to select the
accounting firm of Wiss & Company, LLP, to serve as independent auditors of
the Company, were as follows:

For:                    7,191,048
Against:                        -
Abstain:                        -

The shares voted regarding the Board of Directors' proposal to amend the
Company's 1998 Stock Option Plan, were as follows:

For:                    7,102,438
Against:                   64,610
Abstain:                   24,000



				   -12-

<PAGE>


Item 5. Other Information

	On February 15, 2002, John Klein was appointed as a director and
	Chairman of the Board of Directors and on March 27, 2002, John J.
	Moroney resigned from the Board of Directors.

Item 6. Exhibits and Reports on Form 8-K

	a) Exhibits:

	   Exhibit 11.  Statement re: computation of earnings per share for
	   the nine months ended April 30, 2002

	b) Reports on Form 8-K:

	   NONE















				  -13-

<PAGE>









				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: June 19, 2002        By: /s/Harry A. Dugger, III
			   --------------------------------------
			       Harry A. Dugger, III, President
			       (Principal Executive Officer)


Date: June 19, 2002        By: /s/Donald J. Deitman
			   --------------------------------------
			   Donald J. Deitman, Chief Financial Officer








				-14-


<PAGE>




							    EXHIBIT 11

		 FLEMINGTON PHARMACEUTICAL CORPORATION

		     EARNINGS PER SHARE COMPUTATION

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



						      NINE MONTHS ENDED
							April 30, 2002
						      -----------------
							     BASIC
						       ---------------
Weighted average shares outstanding                       10,332,959
Dilutive effect of stock performance plans (1)                     -
						       ---------------
     Total                                                10,332,959
						       ---------------
Net Income (loss)                                             (2,588)
						       ---------------
Earnings per share                                              (.25)
						       ---------------

						      NINE MONTHS ENDED
							April 30, 2001
						      -----------------
							     BASIC
						       ---------------
Weighted average shares outstanding                        5,879,910
Dilutive effect of stock performance plans (1)                     -
						       ---------------
     Total                                                 5,879,910
						       ---------------
Net Income (loss)                                               (929)
						       ---------------
Earnings per share                                              (.16)
						       ---------------


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