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 April 30, 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: 32,943,699 shares of common
stock outstanding as of June 9, 2004.


                                       1
<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                               NOVADEL PHARMA INC.

                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                          April 30,         July 31,
                                                                           2004               2003
                                                                        ------------      ------------
                                                                        (Unaudited)         (Note 1)
                                    ASSETS
<S>                                                                     <C>               <C>
CURRENT ASSETS:
  Cash and cash equivalents                                             $ 11,451,000      $  3,086,000
  Accounts receivable - trade                                                 79,000             2,000
  Prepaid expenses and other current assets                                  255,000           168,000
                                                                        ------------      ------------
     Total Current Assets                                                 11,785,000         3,256,000

FURNITURE, FIXTURES, AND EQUIPMENT, LESS
  ACCUMULATED DEPRECIATION                                                 1,019,000           714,000

OTHER ASSETS                                                                 354,000           357,000
                                                                        ------------      ------------
                                                                        $ 13,158,000      $  4,327,000
                                                                        ============      ============
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable-trade                                                $    151,000      $    139,000
  Accrued expenses and other current liabilities                             587,000           318,000
  Current portion of deferred revenue                                         19,000                --
  Current portion of capitalized lease obligation                             27,000                --
                                                                        ------------      ------------
    Total Current Liabilities                                                784,000           457,000

Non current portion of deferred revenue                                      348,000                --
Non current portion of capitalized lease obligation                           42,000                --
                                                                        ------------      ------------
    Total Liabilities                                                      1,174,000           457,000
                                                                        ------------      ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
   Preferred stock, $.001 par value:
        Authorized 1,000,000 shares, none issued                                  --                --
   Common stock, $.001 par value:
        Authorized - 100,000,000 shares
        Issued and outstanding  32,877,642 shares at April 30, 2004
        and 17,972,760 shares at July 31, 2003                                33,000            18,000
   Additional paid-in capital                                             32,450,000        19,480,000
   Accumulated deficit                                                   (20,499,000)      (15,628,000)
                                                                        ------------      ------------
     Total Stockholders' Equity                                           11,984,000         3,870,000
                                                                        ------------      ------------
                                                                        $ 13,158,000      $  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                  Nine Months Ended
                                               April 30,                            April 30,
                                     ------------------------------------------------------------------
                                         2004              2003              2004              2003
                                     ------------      ------------      ------------      ------------
<S>                                  <C>               <C>               <C>               <C>
LICENSE FEE                          $      5,000      $         --      $      8,000      $         --

CONSULTING REVENUES                        11,000                --            29,000                --
                                     ------------      ------------      ------------      ------------

TOTAL REVENUES                             16,000                --            37,000                --
                                     ------------      ------------      ------------      ------------

RESEARCH AND DEVELOPMENT
    EXPENSES                              587,000           264,000         1,265,000           829,000

CONSULTING, SELLING, GENERAL AND
    ADMINISTRATIVE EXPENSES             1,218,000           614,000         3,927,000         3,649,000
                                     ------------      ------------      ------------      ------------

TOTAL EXPENSES                          1,805,000           878,000         5,192,000         4,478,000
                                     ------------      ------------      ------------      ------------

LOSS FROM OPERATIONS                   (1,789,000)         (878,000)       (5,155,000)       (4,478,000)

INTEREST INCOME                            59,000             7,000            70,000            40,000
                                     ------------      ------------      ------------      ------------

LOSS BEFORE INCOME TAXES               (1,730,000)         (871,000)       (5,085,000)       (4,438,000)

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

NET LOSS                             $ (1,730,000)     $   (871,000)     $ (4,871,000)     $ (4,354,000)
                                     ============      ============      ============      ============

BASIC AND DILUTED LOSS PER SHARE     $       (.05)     $       (.06)     $       (.20)     $       (.30)
                                     ============      ============      ============      ============

SHARES USED IN COMPUTATION OF
    BASIC  AND DILUTED LOSS PER
    SHARE                              32,866,531        15,155,662        24,635,900        14,731,391
                                     ============      ============      ============      ============
</TABLE>

See accompanying notes to condensed financial statements.


                                       3

<PAGE>

                               NOVADEL PHARMA INC.

             CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                        NINE MONTHS ENDED April 30, 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)               --                --

   Stock issued for options exercised              200,000               --          200,000                --           200,000

  Net Loss                                              --               --               --        (4,871,000)       (4,871,000)
                                              ------------     ------------     ------------      ------------      ------------
BALANCE, April 30, 2004                         32,877,642     $     33,000     $ 32,450,000      $(20,499,000)     $ 11,984,000
                                              ============     ============     ============      ============      ============
</TABLE>

See accompanying notes to condensed financial statements.


                                       4

<PAGE>

                               NOVADEL PHARMA INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   Nine Months Ended
                                                                       April 30,
                                                             ------------------------------
                                                                  2004             2003
                                                             ------------      ------------
<S>                                                          <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                   $ (4,871,000)     $ (4,354,000)
  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
      Depreciation and amortization                               162,000           111,000
  Changes in operating assets and liabilities:
      Accounts receivable                                         (77,000)            1,000
      Prepaid expenses and other current assets                   (87,000)          (35,000)
      Other assets                                                  3,000          (334,000)
      Accounts payable - trade                                     12,000           122,000
      Accrued expenses and other current liabilities              269,000           309,000
      Deferred revenue                                            367,000                --
                                                             ------------      ------------
  Net cash used in operating activities                        (4,222,000)       (2,975,000)
                                                             ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES -
  purchase of property and equipment                             (380,000)         (264,000)
                                                             ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES -
  Proceeds received from issuance of common
  stock through
    private placement                                          12,785,000         2,511,000
  Shares issued for warrants exercised                                 --            10,000
  Shares issued for options exercised                             200,000                --
  Payments of capitalized lease obligation                        (18,000)               --
                                                             ------------      ------------
  Net cash provided by financing activities                    12,967,000         2,521,000
                                                             ------------      ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS            8,365,000          (718,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                  3,086,000         3,314,000
                                                             ------------      ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                     $ 11,451,000      $  2,596,000
                                                             ============      ============

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>

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1   -        BASIS OF PRESENTATION:

                  The balance  sheet at July 31, 2003,  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 third
                  calendar  quarter of fiscal 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 accounting  principles
                  generally  accepted in the United  States 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 net loss per common share
                  is the  same  as  basic  net  loss  per  common  share,  since
                  potentially  dilutive  securities  from  options and  warrants
                  would have an antidilutive effect because the Company incurred
                  a net loss during each period presented. As of April 30, 2004,
                  20,185,589  shares  issuable  upon  exercise  of  options  and
                  warrants  were  excluded  from  the  diluted  loss  per  share
                  computation, as their effect would be anti-dilutive.

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.

                  In April,  2004, the Company amended its employment  agreement
                  with Mohammed Abd El-Shafy,  its Vice  President - Formulation
                  Development.  The amended agreement has a term of three years,
                  a base salary of $200,000 per year and an incentive  bonus for
                  each lingual spray compound developed by him.


                                       6
<PAGE>




NOTE 5 -          STOCK OPTIONS AND WARRANTS:

                  The Company uses the intrinsic  value method of accounting for
                  stock  options  pursuant to the  provisions of APB Opinion No.
                  25,  "Accounting  for Stock Issued to Employees"  (APB 25) and
                  related  interpretations  in accounting for its employee stock
                  options.  Since all of the options granted by the Company have
                  been at exercise prices that were at least equal to the market
                  value  at  the  date  of  grant,  there  were  no  charges  to
                  operations  upon  issuance.   Had   compensation   costs  been
                  determined  using the  Black-Scholes  option  pricing model in
                  accordance   with  the  fair  value  method   prescribed   by,
                  "Accounting for Stock-Based  Compensation" (SFAS 123), for all
                  options  issued to SFAS No. 123,  employees and amortized over
                  the vesting  period,  the  Company's  net loss  applicable  to
                  common  shares  and net  loss  per  common  share  (basic  and
                  diluted)  would have been  increased to the pro forma  amounts
                  indicated below.

<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED
                                                                               APRIL 30,
                                                                  ----------------------------------
                                                                        2004              2003
                                                                  ----------------  ----------------
<S>                                                                  <C>               <C>
                    Net loss, as reported                            $(1,730,000)      $  (871,000)
                    Stock-based employee compensation expense
                         under fair value method, net of related
                         tax effects                                     (52,000)         (238,000)
                                                                  ----------------  ----------------
                    Pro forma net loss                               $(1,782,000)      $(1,109,000)
                                                                  ================  ================

                    Loss per share:
                                Basic and diluted, as reported             $(.05)            $(.06)
                                                                  ================  ================
                               Basic and diluted, pro forma                $(.05)            $(.07)
                                                                  ================  ================



                                                                           NINE MONTHS ENDED
                                                                               APRIL 30,
                                                                  ----------------------------------
                                                                       2004              2003
                                                                  ----------------  ----------------
                    Net loss, as reported                            $(4,871,000)      $(4,354,000)

                    Stock-based employee compensation expense
                         under fair value method, net of related
                         tax effects                                    (108,000)         (437,000)
                                                                  ----------------  ----------------
                    Pro forma net loss                               $(4,979,000)      $(4,791,000)
                                                                  ================  ================

                    Loss per share:
                                Basic and diluted, as reported             $(.20)            $(.30)
                                                                  ================  ================
                               Basic and diluted, pro forma                $(.20)            $(.33)
                                                                  ================  ================
</TABLE>


                  The fair  value of options  granted  during the three and nine
                  months  periods  ending April 30, 2004 and 2003 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 54% for the three months ended
                  April 30, 2004; 74% for the three months ended April 30, 2003;
                  57% for the nine months ended April 30, 2004;  and 74% for the
                  nine  months  ended  April 30,  2003;  and a  weighted-average
                  expected  life of the  options  of five  years  for the  three
                  months  ended  April 30,  2004;  six years for the nine months
                  ended April 30, 2004; five years for both the three;  and nine
                  months ended April 30, 2003.


                                       7
<PAGE>

                  During the first fiscal quarter,  ending October 31, 2003, the
                  Company  granted  141,000  options to  employees  and  100,000
                  options to a new  director.  Of these  options,  141,000  were
                  granted  under the 1998 Stock  Option  Plan and  100,000  were
                  Non-plan  Options.  All granted  options  vest  equally over 3
                  years,  141,000  expire  in 10 years and  100,000  expire in 5
                  years.  The range of exercise  prices,  of all options granted
                  during this fiscal quarter, was $1.85 - $2.23.

                  During the second fiscal quarter, ending January 31, 2004, the
                  Company granted 161,000  options,  under the 1998 Stock Option
                  Plan,  to employees.  All granted  options vest equally over 3
                  years and expire in 10 years. The range of exercise prices, of
                  all options  granted during this fiscal  quarter,  was $1.45 -
                  $1.60.

                  In February 2004,  200,000 options were exercised for $200,000
                  and the Company issued 200,000 shares of common stock.

                  During the third fiscal  quarter,  ending April 30, 2004,  the
                  Company  granted  100,000  options  to a new  director,300,000
                  options to  directors,300,000  options to officers  and 96,000
                  options to employees.  Of these options,  396,000 were granted
                  under the 1998 Stock  Option  Plan and 400,000  were  Non-plan
                  Options.  All granted  options  vest  equally over 3 years and
                  expire  in 5 years.  The  range  of  exercise  prices,  of all
                  options granted during this fiscal quarter, was $1.65 - $1.95.
                  20,000  options  granted  during  the  second  fiscal  quarter
                  expired  during the third fiscal  quarter due to a termination
                  of employment.

                  On November 18, 2003, the Company's  publicly traded warrants,
                  for the purchase of 680,000 shares, 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 nine  months  ended  April 30,  2004,  the  Company
                  invoiced   Manhattan   Pharmaceuticals,   Inc.   approximately
                  $340,000  for the  Company's  reimbursable  expenses  of which
                  payment of approximately  $280,000 was received prior to April
                  30, 2004. In November 2003, the Company received $375,000 from
                  Manhattan Pharmaceuticals, Inc., for license fees. The Company
                  is recognizing 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 sale of a total of 140 units of the Company's  securities.
                  Each unit consisted of 95,238 common  shares,  par value $.001
                  and  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 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 commission of 7%
                  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  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.


                                       8
<PAGE>


                  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.  The reset provisions expire in May
                  2004.

NOTE 8 - SUBSEQUENT EVENTS:


                  In May 2004, The Company entered into a three-year  employment
                  agreement  with Jean W.  Frydman,  Esq.  pursuant to which she
                  agreed to serve as the  Company's  Vice  President and General
                  Counsel.  The Company agreed to pay Ms. Frydman an annual base
                  salary of $200,000. Pursuant to the agreement, Ms. Frydman was
                  also granted  Non-Plan  options to purchase  100,000 shares of
                  the Company's  common stock at an exercise  price of $1.98 per
                  share (110% of the fair market  value on the grant date) which
                  vest,  subject to conditions,  over a three year period.  Such
                  options have a term of 10 years.

                  On May 11, 2004, the Company's common stock commenced  trading
                  on the American Stock Exchange LLC under the symbol NVD.


                                       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 April
30, 2004 of $20,499,000.

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 2004 [THE "2004  PERIOD"] AND APRIL 2003 [THE "2003
PERIOD"]

Operating revenues for the 2004 Period increased  approximately  $37,000 from $0
for the 2003 Period.

Total expenses for the 2004 Period  increased  approximately  $714,000 or 16% to
$5,192,000  from  $4,478,000  for  the  2003  Period.   This  increase  includes
approximately:  $720,000  in  payroll  expense  primarily  due to the  hiring of
additional employees;  $230,000 in rent expense due to the leasing and occupying
of  additional  space  during the first  fiscal  quarter;  $200,000  in employee
recruiting;  $185,000  in legal and  professional  fees;  $98,000  in  insurance
expenses  due  to  additional  employees,   additional  coverage  and  generally
increased premiums;  $60,000 in inside laboratory  expenses;  $54,000 in outside
services due to increased activity;  $33,000 in public company expense due to an
increased  number of  directors;  $32,000 in office  expenses due to  additional
employees;  $27,000 in travel expenses; $26,000 in depreciation and amortization
expense; $24,000 in telephone expense; $14,000 in utilities;  $14,000 in outside
laboratory expense and $11,000 in temporary employees. Expense decreases for the
2004 Period, as compared to the 2003 Period, include approximately:  $926,000 in
consultants  fees  primarily  due to a non-cash  charge for options  issued to a
consultant  during  the  2003  Period;  $104,000  in  cost of  clinical  studies
primarily due to fewer studies  during the 2004 Period and $15,000 in trade show
and conference expenses.

Interest income increased  approximately  $30,000 or 75% to $70,000 for the 2004
Period  from  $40,000  for the 2003  Period  due to an  increased  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  $4,871,000  (or $.20 per share)
compared to a net loss of $4,354,000 (or $.30 per share) for the 2003 Period.


                                       10
<PAGE>

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

Operating revenues for the 2004 Period increased  approximately  $16,000 from $0
from the 2003 Period.

Total expenses for the 2004 Period increased  approximately  $927,000 or 106% to
$1,805,000   from  $878,000  for  the  2003  Period.   This  increase   includes
approximately:  $245,000  in  payroll  expense  primarily  due to the  hiring of
additional  employees;  $182,000  in legal and  professional  fees;  $157,000 in
employee recruiting; $85,000 in rent expense due to the leasing and occupying of
additional space during the first fiscal quarter;  $52,000 in insurance expenses
due  to  additional  employees,  additional  coverage  and  generally  increased
premiums;  $52,000 in consultants fees;  $28,000 in inside laboratory  expenses;
$21,000  in  cost  of  clinical  studies;  $16,000  in  office  expenses  due to
additional  employees;  $11,000 in  depreciation  and  amortization  expense and
$11,000 in temporary employees.

Interest income increased  approximately $52,000 or 743% to $59,000 for the 2004
Period from $7,000 for the 2003 Period due to an increased average cash balance.

The  resulting net loss for the 2004 Period was  $1,730,000  (or $.05 per share)
compared to a net loss of $871,000 (or $.06 per share) for the 2003 period.

LIQUIDITY AND CAPITAL RESOURCES

Net cash  used in  operating  activities  approximated  $4,022,000  for the 2004
Period  compared  to net cash  used in  operating  activities  of  approximately
$2,965,000 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
$4,871,000 and $4,354,000,  respectively. For the 2004 period, $380,000 was used
for investing  activities compared to $264,000 for the 2003 period. For the 2004
period, $12,767,000 was received from financing activities primarily as a result
of the completion of a private offering of Units (consisting of common stock and
warrants).

During  January  2004,  the Company  completed  a private  offering of units and
received net proceeds of approximately $12,785,000 (See Part I, Note 5).

The Company  believes that it currently has sufficient  cash to satisfy its cash
requirements into the third 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).

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.


                                       11
<PAGE>


ITEM 3.  CONTROLS AND PROCEDURES

As of April 30, 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 April 30,  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

             During  February 2004,  200,000 options were exercised for $200,000
             and the Company issued 200,000 shares of common stock.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

             N/A

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

             On  April  19,  2004,   the  Company  held  an  annual  meeting  of
             stockholders to vote on the election of directors, the ratification
             of  the  Company's   independent  auditors,  an  amendment  to  the
             Company's  Certificate  of  Incorporation  and an  amendment to the
             Company's 1998 Stock Option Plan. Of the  32,877,642  shares of the
             Company's Common Stock entitled to vote at the meeting,  holders of
             19,263,502  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
                                                   -----               --------
             Gary A. Shangold, M.D.              19,058,393            205,109
             Robert F. Schaul, Esq.              19,050,628            212,874
             William F. Hamilton, Ph.D           19,223,093             40,409
             Lawrence J. Kessel, M.D., FACP      19,223,093             40,409
             Mark H. Rachesky, M.D.              19,223,093             40,409
             Charles Nemeroff, M.D., Ph.D.       19,223,093             40,409
             Robert G. Savage                    19,215,328             48,174

             The above  represented all of the directors of the Company on April
             19, 2004.


                                       12
<PAGE>


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

             For:                     19,178,102
             Against:                     85,400
             Abstain:                          0

             The shares  voted  regarding  the Board of  Directors'  proposal to
             amend the Company's  Certificate of Incorporation,  to increase the
             authorized  common  stock  from  50,000,000  shares to  100,000,000
             shares, were as follows:

             For:                     18,154,154
             Against:                    546,570
             Abstain:                    562,778

             The shares  voted  regarding  the Board of  Directors'  proposal to
             amend the Company's  1998 Stock Option Plan, to increase the number
             of shares of common stock  authorized under the Plan from 1,800,000
             shares to 3,400,000 shares, were as follows:

             For:                     13,764,644
             Against:                    935,149
             Abstain:                    561,778

             There was a motion at the Annual Stockholders' Meeting to amend the
             Corporation's  By-Laws to increase the maximum  authorized  size of
             the  Corporation's   Board  of  Directors  from  seven  to  eleven.
             19,263,502  shares voted in favor of the amendment,  0 shares voted
             against it and 0 shares abstained.


ITEM 5.  OTHER INFORMATION

             N/A


                                       13
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

            a)    List of Exhibits

                  Exhibit 3.1          Restated  Certificate of Incorporation of
                                       Novadel  Pharma Inc. as fully restated to
                                       integrate  all  amendments  through April
                                       2004.

                  Exhibit 10.32        Amendment  of  Employment  Agreement with
                                       Mohammed Abd El-Shafy, Ph.D

                  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

                                    None


                                       14
<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:   June 14, 2004                 By:  /s/  Gary A. Shangold, M.D.
                                            ------------------------------------
                                            Gary A. Shangold, M.D.
                                            President  & Chief Executive Officer


Dated:  June 14, 2004                  By:  /s/  Donald J. Deitman
                                            ------------------------------------
                                            Donald J. Deitman
                                            Chief Financial Officer


                                       15