U.S. SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

            Form 10-QSB - Quarterly or Transitional Report
            (Added by 34-30968, eff. 8/13/93, as amended)


(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the quarterly period ended November 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 0-10035

                                 LESCARDEN, INC.
--------------------------------------------------------------------
 (Exact name of small business issuer as specified in its charter)

      NEW YORK                                   13-2538207
-------------------------------               -------------------
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)               Identification No.)

420 LEXINGTON AVENUE, NEW YORK SUITE 212            10170
----------------------------------------      -------------------
(Address of principle executive offices)          (Zip Code)

Issuer's telephone number (212) 687-1050
                          --------------

________________________________________________________________.
(Former name, former address and former fiscal year, if changed
                          since last report)


     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.

  Class                       	    Outstanding at November 30, 2003
----------------------------            --------------------------------
Common Stock $.001 par value                      29,830,495


<PAGE>


                            LESCARDEN INC.
                            --------------
<TABLE>

                       CONDENSED BALANCE SHEET
                       -----------------------
<CAPTION>

                                ASSETS
                                ------
                                             		            November 30, 2004     May 31, 2004
                                                                     (UNAUDITED)         (AUDITED)
                                                                  -----------------     ------------
<S>                                                               <C>                   <C>

Current Assets:
     Cash                                                         $          40,480    $       5,966
     Accounts Receivable                                                    550,000              -
     Inventory                                                              160,040          155,220
                                                                  -----------------     ------------


           Total Current Assets                                             750,520          161,186
                                                                  -----------------     ------------
                                                                  -----------------     ------------

Deferred Income Tax Asset, net of valuation allowance of
$2,141,000 and $2,186,000 at November 30, 2004 and
May 31, 2004 respectively                                                  -                    -
                                                                  -----------------     ------------


Total Assets                                          		$         750,520     $    161,186

                                                                  -----------------     ------------
                                                                  -----------------     ------------


             LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Currents Liabilities:

     Accounts payable and accrued expenses                        $         349,482     $    238,291
     Advances from stockholders                                             350,000          370,000
     Deferred license fees                                                  581,875          226,250
                                                                  -----------------     ------------

                                                                  -----------------     ------------

Commitments and Contingencies

Stockholders' Deficiency:
      Convertible Preferred Stock                                             1,840            1,840
      Common Stock                                                           29,830           29,830
      Additional Paid-In Capital                                         16,297,198       16,288,109
      Accumulated Deficit                                               (16,859,705)     (16,993,134)
                                                                  -----------------     ------------

Stockholders' Deficiency                                                   (530,837)        (673,355)
                                                                  -----------------     ------------

Total Liabilities and Stockholders' Deficiency                    $         750,520     $    161,186
                                                                  -----------------     ------------
                                                                  -----------------     ------------

</TABLE>

See notes to financial statements

<PAGE>
<TABLE>


                            LESCARDEN INC.
                            --------------

                  CONDENSED STATEMENTS OF OPERATIONS
                  ----------------------------------
<CAPTION>



                                                 (UNAUDITED)                  (UNAUDITED)
                                            For The Three Months         For the Six Months
                                            Ended November 30,           Ended November 30,
                                            --------------------         ------------------
<S>                                  <C>           <C>             <C>           <C>


                                             2004         2003            2004          2003
                                             ----         ----            ----          ----



Total Revenues                       $    573,304   $   35,694     $   950,296   $   111,212
                                     ------------  -----------     -----------   -----------

Costs and Expenses:
      Cost of  Sales                      264,060       20,010         489,113        44,768
      Salaries - Officer                   29,833       28,440          56,833        55,440
      Salaries - Office                    15,133       16,912          37,110        35,607
      Professional Fees and Consulting     66,913        7,450          94,913        38,305
      Rent and Office Expenses             16,794       22,030          39,033        57,796
      Travel and Meetings                  27,273        4,559          40,475        14,082
      Taxes                                 3,006        3,247           7,201         7,492
      Insurance                            10,802          920          11,043         1,154
      Interest                              6,125        3,241          13,089         5,389
      Other Administrative Expenses        15,919        8,094          28,057        23,844
                                     ------------  -----------     -----------   -----------
        Total Costs and Expense           455,958      114,903         816,867       283,877

        Net Income (Loss)            $    117,346  $   (79,209)    $   133,429   $  (172,665)
                                     ------------  -----------     -----------   -----------
                                     ------------  -----------     -----------   -----------


        Net (Loss) Per Share
            Basic and diluted        $        .00  $      (.00)    $        .00  $      (.01)
                                     ------------  -----------     -----------   -----------
                                     ------------  -----------     -----------   -----------



Weighted Average Number of
  Common Shares Outstanding            29,830,495   29,713,828      29,830,495    29,597,162
                                     ------------  -----------     -----------   -----------
                                     ------------  -----------     -----------   -----------

</TABLE>

See notes to financial statements
<PAGE>

                            LESCARDEN INC.
                            --------------

<TABLE>

                  CONDENSED STATEMENTS OF CASH FLOWS
                  ----------------------------------
<CAPTION>
                                                                                (UNAUDITED)
                                                                         For the Six Months Ended
                                                                                 November 30,
                                                                         --------------------------
<S>                                                               <C>                <C>
                                                                           2004              2003
                                                                           ----              ----


Cash Flows Used in Operations:
     Net Income (Loss)                                            $     133,429      $    (172,665)
     Adjustments to reconcile net income ( loss) to
       cash provided by (used in) operating activities:
       Imputed interest on advances from stockholders                     9,089              5,389
       Changes in operating assets and liabilities:
       Increase (Decrease)in accounts receivable                       (550,000)            32,051
       Increase (Decrease) in inventory                                  (4,820)            20,196
       Increase (Decrease) in accounts payable and
       accrued expenses                                                 111,191            (39,762)
       Increase (Decrease) in deferred licence fee                      355,625            (16,250)
                                                                  -------------       ------------
     Net Cash Flow Provided by (Used In) Operations                      54,414           (171,041)
                                                                  -------------       ------------
Cash Flows Provided By Financing Activities:
         Advances from stockholders                                      30,000             80,000
         Repayment of advances from stockholders                        (50,000)              -
         Exercise of Warrents                                              -                35,000
         Increase in bank overdraft                                        -                 7,290
                                                                  -------------       ------------
       Cash Flows provided by (used in) Financing Activites             (20,000)           122,290
                                                                  -------------       ------------

  Increase (Decrease) in cash                                            34,514            (48,751)

Cash- Beginning of period                                                 5,966             48,751
                                                                  -------------       ------------

Cash - End of period                                              $      40,480       $       -
                                                                  -------------       ------------
                                                                  -------------       ------------




</TABLE>

See notes to financial statements

<PAGE>

                            LESCARDEN INC.
                            --------------
                                                       (UNAUDITED)
                                                        ---------
                    NOTES TO FINANCIAL STATEMENTS
                    -----------------------------

                           November 30, 2004
                           -----------------

Note 1 - General:
     The accompanying unaudited financial statements include all adjustments
which are, in the opinion of management, necessary for a fair statement of
the results for the interim periods.The statements have been prepared in
accordance with the requirements for Form 10-QSB and, therefore, do not
include all disclosures or financial details required by generally accepted
accounting principles. These condensed financial statements should be read
in conjunction with the financial statements and the notes thereto included
in the Company's Annual Report on Form 10-KSB for the year ended May 31,
2004.

     The results of operations for the interim periods are not necessarily
indicative of results to be expected for a full year's operations.

Note 2 - Operations and Significant Accounting Policies:
     Revenue from product sales is recognized upon shipment of the product
when title to the property  transfers to the buyer as does the risk of loss
and collectibility of the sales price is reasonably assured.

     The deferred license fee of $581,875 stated on the balance sheet
relates to a licensee fee received from the Company's licensees in Canada
and Europe which are being amortized over the term of the license agreements.

Note 3 - Segment Reporting:
     Due to the materiality of the sales of its cosmetics product and food
supplements in addition to the company's CATRIX(R) Wound Dressing product,
the Company believes it has one business segment for financial reporting
purposes.

Note 4 - Advances From Related Parties:
     The outstanding loans, of $350,000 at November 30, 2004, are
non-interest bearing and due upon demand. Except for $70,000 of the loans,
which are payable with interest, the loans are convertible into common
stock of the Company based on the fair market value of the Company's stock
at the time of the loan. The Company has charged interest expense and
credited paid-in capital for interest imputed on theses loans at market
rates.

<PAGE>

Note 5 - Inventory:

     Inventory at November 30, 2004 consists of the following:


                     Finished Goods      $      85,304
                     Raw Materials              74,736
                                         -------------
                                         $     160,040
                                         -------------
                                         -------------

<PAGE>

                            LESCARDEN INC.
                            --------------

     Management's Discussion and Analysis of Financial Condition
                      and Results of Operations
     -----------------------------------------------------------
                           November 30, 2004
                           -----------------

Results of Operations
---------------------

Overview
--------


     Since its inception, the Company has primarily devoted its resources
to fund research, drug discovery and development.   In addition, the Company
licenses its technology for commercialization by other companies and in
recent fiscal years, the Company began sales of its proprietary bovine
cartilage material, BIO-CARTILAGE(R), as a food supplement, and direct sales
to consumers of a line of cosmetic products, which include the Company's
proprietary bovine cartilage material.  In the fiscal year ended May 31, 2000,
the Company made its initial two commercial shipments of its CATRIX(R) Wound
Dressing product pursuant to its agreement with ICN IBERICA, S.A., Spain
(see below),who's name had been changed to ValeantPharmaceuticals International
in the fiscal year ended May 31, 2004.

     Sales of the Company's food supplement, BIO-CARTILAGE(R) and cosmetic
products have been modest since the Company began sales. The material direct
costs related to this product were incurred in periods prior to those
presented. It is not possible to estimate the period in which material
net cash inflows from the products are expected to commence.

     The Company has sustained net losses of approximately $17 million from
inception to November 30, 2004.  The Company has primarily financed its
research and development activities through a public offering of Common Stock,
private placements of debt and equity securities, and in recent years, revenues
from licensing fees and product sales.


Critical accounting policies

Our discussion and analysis of our financial condition are based upon our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses and
related disclosure of contingent liabilities. On an on-going basis, we
evaluate our estimates, including those related to inventories and deferred
income taxes. We based our estimates on our historical experience, knowledge
of current conditions and our beliefs of what could occur in the future
considering available information. Actual results may differ from these
estimates under different assumptions or conditions. The Company believes
the following critical accounting policies affect its more significant
judgments and estimates used in the preparation of its financial statements.

<PAGE>



Deferred License Fees

Deferred license fees relate to licensee fees received by the company
which are amortized over the term of the license agreements.

Inventory Valuation

Inventories are valued at lower of cost or market. We routinely evaluate
the composition of our inventory and identify slow-moving, excess,
obsolete or otherwise impaired inventories. Inventories identified as
impaired are evaluated to determine if reserves are required. Our evaluation
is primarily based upon forecasted short-term demand for the product.

Deferred Taxes

The Company records a valuation allowance to reduce its deferred tax
assets to the amount that is more likely than not to be realized. While
we consider historical levels of income, expectations and risks associated
with estimates of future taxable income and ongoing prudent and feasible tax
planning strategies in assessing the need for the valuation allowance, in
the event that we determine that we would be able to realize deferred tax
assets in the future an adjustment to the deferred tax asset would increase
income in the period such determination was made.

Three months ended November 30, 2004 compared to November 30, 2003
------------------------------------------------------------------
     The Company's revenues increased in the three months ended November 30,
2004 compared to November 30, 2003 primarily due increased sales of CATRIX(R)
Wound Care Dressing to its licensees.

     Total costs and expenses during the three  months ended November 30,
2004 were 297% or $341,055 higher than those of the comparative prior year
period. The increase was principally due to higher, cost of sales of
$244,150, professional fees of $59,463 and $22,714 of travel meetings and
expenses.


Six months ended November 30, 2004 compared to November 30, 2003
------------------------------------------------------------------
     The Company's revenues increased in the six  months ended November 30,
2004 compared to November 30, 2003 primarily due to increased sales of
CATRIX(R) Wound Care Dressing to its licensees.

     Total costs and expenses during the six  months ended November 30,
2004 were 188% or $532,990 higher than those of the comparative prior
year period. The increase was principally due to higher cost of sales
of $444,345, professional fees of  $56,608, travel and meetings expenses
of $26,393, $7,700 of interest expenses and $9,889 of insurance expenses;
which were partially offset by lower rent and office expenses of $18,763.

<PAGE>

     The Company's cash balance increased by $34,514 in the six months
ended November 30, 2004 compared to $48,751 decrease in the comparative
prior year period. The Company received net license fees of $375,000 in
the six months ended November 30, 2004 compared to none in six months
ended November 30, 2003.

Liquidity and Capital Resources.
-------------------------------

Overview
--------

     The Company has had losses from operations in each of the past
five fiscal years. This trend may continue in the foreseeable future.
Working capital has been provided since the Company's inception primarily
from the sale of equity securities,  from borrowings (from its officers,
directors, and shareholders and from outside investors), and in recent
years, from revenues from licensing fees and product sales.

Present Liquidity
-----------------

     The Company's present liquidity position is critical. As of
November 30, 2004 the Company's liabilities exceeded its total assets
by $530,837.  The Company will require additional product sales or
funding during or, shortly after the end of, the current fiscal quarter
ending February 28, 2005, to sustain its operations.

     As a result of the history of losses incurred by the Company, the
net loss during the year ended May 31, 2004 of ($352,554), and the
limited amount of funds currently available to finance the Company's
operations, the report of the Company's independent Certified Public
Accountants on the Financial Statements as of May 31, 2004 and 2003
contain an explanatory paragraph  indicating that the Company may be
unable to continue in existence.

     The Company's licensee of its CATRIX(R) product, in powder form only,
for topical wound healing purposes (see below) received its initial two
shipments from the Company
in the year ended May 31, 2000 and an additional shipment in the quarter
ended November 30, 2002.  In addition, the Company continues to sell a
line of cosmetic products; and BIO-CARTILAGE  to the over-the-counter food
supplement market. If the Company's efforts to increase revenues are
successful, the Company may increase cash flow in order to allow the Company
to meet its obligations and sustain its operations. The Company also plans
to try to obtain financing from additional advances from stockholders and
sales of unregistered shares of common stock.

     On March 16, 1999, the Company announced that it had entered into an
agreement with ICN IBERICA, S.A. ("ICNI", a wholly owned subsidiary of ICN
Pharmaceuticals, USA) of Barcelona, Spain whereby ICNI acquired the
semi-exclusive rights to distribute and market the Company's CATRIX(R)
Wound Care Dressing in Spain for a period of ten years.  Implementation
of this Agreement was contingent upon securing marketing approval for the
product by the Spanish Health Ministry.

<PAGE>

     On September 13, 1999, the Company announced that its CATRIX(R) Wound
Dressing product was granted full marketing approval by the Spanish Health
Ministry of Madrid. Under the prevailing regulations of the European Union
("EU"), of which Spain is a member, adrug/device approval in one member
country renders the product marketable in all member states. Therefore,
CATRIX(R) Wound Dressing may now be sold throughout the 15 countries of
the EU.

     Since September 1999, the Company has fulfilled all of its obligations
under its agreement with ICNI, including the timely shipment of the product.
ICNI has commenced implementation of a complete marketing program in Spain,
and it also applied to the appropriate Spanish authorities for a government
sponsored reimbursement plan for patients covered under the national medical
care program.  The Spanish Health Ministry in the Spring of 2001 allowed only
a very low patient reimbursement rate.  As a result, ICNI prosecuted an appeal
of this decision. On December 3, 2003 the Company announced that the Spanish
Ministry of Health has approved government reimbursement of its CATRIX(R)
Wound Dressing. The approval ensures that patients will receive either
substantial or full reimbursement.

     In the fiscal year ended May 31, 2003 the Company granted ICNI the
exclusive license for the CATRIX(R) Wound Dressing product in Portugal,
Greece and Cyprus for $100,000, which was paid by offsetting this amount
against an advance payment from ICNI to the Company for product that was
not shipped. Such amount had been included for the Company's Balance
Sheet as Unearned Revenue.

     On June 4, 2002 the Company announced that it had entered into a
license agreement with ICN CANADA, Montreal, Quebec, Canada (a subsidiary
of ICN Pharmaceuticals of Costa Mesa, CA.) Granting ICN Canada a 10 year
exclusive license to market Lescarden's proprietary product, CATRIX(R)
Wound Dressing in Canada. On November 5, 2002 the company announced that
the Canadian Health Authorities (Medical Device Division ) approved the
license. The marketing of the CATRIX(R) Wound Dressing in Canada
commenced  in the quarter ended February 28, 2003.  However, there have
been no sales by the Company of  CATRIX(R) Wound Dressing to ICN Canada
in the fiscal year ended May 31, 2004 and sales will not resume until
the Company recieves a Canadian regulatory certification (IS045) on
the products. While it is uncertain when and if the Company will obtain
the required IS045 certification, the Company expects to obtain the
required ISO045 certification in the later part of the  fiscal year
ending May 31, 2005.

     On September 16, 2004 the Company announced that it had entered
into a license agreement with Valeant Pharmaceuticals International,
granting Valeant a 10 year exclusive license to market Lescarden's
proprietary product, CATRIX(R) Wound Dressing through Europe. This
agreement expands
the current relationship between the two companies. Valeant Iberica, a
division of Valeant Pharmaceuticals International currently distributes
CATRIX(R) in Spain, Portugal, Greece, Cyprus and Malta. The new license
agreement expands the distribution to include the 25 European Union
member countries as well as the Balkans countries, Russia and the
other member countries of the Commonwealth of Independent States.

<PAGE>

     The material direct costs related to the CATRIX(R) Wound Dressing
product were incurred in periods prior to those presented. The estimated
costs necessary to support the product's development, other than to
finance significant inventory levels, is not expected to be significant.
It is not possible to estimate the period in which material net cash
inflows from the product is expected to commence.

     The Company has no material commitments for capital expenditures at
November 30, 2004.

     Disclosure Controls And Procedures

     The Company Maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the
Company's filings under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the periods specified in the
rules and forms of the Securities and Exchange Commission. Such
information is accumulated and communicated to the Company's management,
including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure.
The Company's management, including the Chief Executive Officer and
the Chief Financial Officer, recognizes that any set of controls and
procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired control objectives.

     Within 90 days prior to the filing of this quarterly report on Form
10-Q, the Company has carried out an evaluation, under the supervision
and with the participation of the Company's management, including the
Company's Chief Executive Officer and the Company's Chief Financial
Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on such evaluation,
the Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are
effective.

     There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect the internal
controls subsequent to the date of their evaluation in connection with
the preparation of this quarterly report on Form 10-Q.

<PAGE>

                                      LESCARDEN INC.
                                      --------------

                     Part II - Other Information
                     ---------------------------

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

     (A)   Reports on Form 8-K: There were no reports on Form 8-K filed
           for the three months ended November 30, 2003.



                          INDEX TO EXHIBITS

           99.2 Certification pursuant to 18 U.S.C. Section 1350 as
           adopted pursuant to section 906 of the Sarbanes-Oxley Act of
           2002



<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.


                          LESCARDEN INC.
                          --------------
                          (Registrant)




Date: January 5, 2005    s/William E. Luther
                         William E. Luther
                         President and
                         Chief Executive Officer

<PAGE>

CERTIFICATION

I. William E. Luther, Chief Executive Officer and Chief Financial
Officer of the Company, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Lescarden Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report:

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. I am responsible for establishing and maintaining disclosure and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
I have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made know to us, particularly during
the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of date within 90 days prior to the filing date of this
quarterly report ( the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors:

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: January 5, 2005