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 February 28, 2001

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from _______________________ to ____________________


Commission file number 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 February 28, 2001
----------------------------       --------------------------------
Common Stock $.001 par value                 22,435,356


<PAGE>
                            LESCARDEN INC.
                            --------------
<TABLE>
                       CONDENSED BALANCE SHEET
                       -----------------------
<CAPTION>
                                ASSETS
                                ------
                                                            February 28, 2001           May 31, 2000
                                                                (UNAUDITED)              (AUDITED)
                                                            -----------------          -------------
<S>                                                         <C>                     <C>
CURRENT ASSETS:
  Cash                                                      $          78,514          $      43,449
  Accounts receivable                                                    -                    71,532
  Prepaid expenses                                                     12,500                   -
  Inventory                                                           112,510                 99,880
                                                            -----------------          -------------
      TOTAL CURRENT ASSETS                                  $         203,524          $     214,861

Deferred Income Tax Asset, net of valuation allowance of
$2,712,000 and $2,581,000 at February 28, 2001 and
May 31, 2000 respectively                                                -                      -

     TOTAL ASSETS                                           $         203,524          $     214,861
                                                            -----------------          -------------
                                                            -----------------          -------------

          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENTS LIABILITIES:
  Accounts payable and accrued expenses                     $         126,559          $     163,213
  Advances from related parties                                       445,000                 50,000
                                                            -----------------          -------------
            TOTAL LIABILITIES                                         571,559                213,213
                                                            -----------------          -------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Convertible Preferred Stock                                           1,840                  1,840
   Common Stock                                                        22,435                 22,319
   Additional Paid-In Capital                                      15,288,707             15,259,731
   Accumulated Deficit                                            (15,681,017)           (15,282,242)
                                                            -----------------          -------------
      STOCKHOLDERS' EQUITY                                           (368,035)                 1,648
                                                            -----------------          -------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) $         203,524          $     214,861
                                                            -----------------          -------------
                                                            -----------------          -------------
See notes to financial statements

</TABLE>
<PAGE>

                            LESCARDEN INC.
<TABLE>
                                                   (UNAUDITED)
                  CONDENSED STATEMENTS OF OPERATIONS
                  ----------------------------------
<CAPTION>

                                     For The Three Months            For the Nine Months
                                     Ended February 28,              Ended February 28,
                                     --------------------            -------------------
<S>                               <C>           <C>               <C>           <C>
                                         2001         2000               2001          2000
                                         ----         ----               ----          ----

TOTAL REVENUES                     $   10,411   $  231,179         $   28,332    $  347,707
                                   ----------   ----------         ----------    ----------
COSTS AND EXPENSES:
 Cost of Sales                          7,627      134,284             20,207       152,815
 Salaries - Officer                    39,604       39,228            117,284       118,260
 Salaries - Office                      5,948        4,016             17,089        20,107
 Professional Fees and Consulting      59,929       37,275            119,951       107,099
 Research and Development               5,700        6,735             19,646        21,654
 Rent and Office Expenses              25,963       25,994             76,966        76,973
 Travel and Meetings                    8,071       16,414             27,571        26,245
 Taxes - Other                             39         -                   497           680
 Insurance                                373          625              1,657         1,609
 Interest                                -            -                   600          -
 Other Administrative Expenses         12,228        6,749             25,639        45,029
                                   ----------   ----------         ----------    ----------
  TOTAL COSTS AND EXPENSES            165,482      271,320            427,107       570,471
                                   ----------   ----------         ----------    ----------
  NET (LOSS)                       $ (155,071)  $  (40,141)        $ (398,775)   $ (222,764)
                                   ----------   ----------         ----------    ----------
                                   ----------   ----------         ----------    ----------
  NET (LOSS) PER SHARE-BASIC       $     (.01)  $     (.00)        $     (.02)   $     (.01)
     AND DILUTED                   ----------   ----------         ----------    ----------
                                   ----------   ----------         ----------    ----------
WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING-       22,402,263   21,875,169         22,362,406    21,800,169
     BASIC AND DILUTED             ----------   ----------         ----------    ----------
                                   ----------   ----------         ----------    ----------


See notes to financial statements
</TABLE>
<PAGE>


                            LESCARDEN INC.
<TABLE>


                                             (UNAUDITED)
                  CONDENSED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                             For the Nine Months Ended
                                                                   February 28,
                                                             -------------------------
<S>                                                   <C>               <C>
                                                             2001              2000
                                                             ----              ----
CASH FLOWS (USED IN) OPERATIONS:
  Net (Loss)                                          $  (398,775)      $  (222,764)
   Fair value of common stock warrants
   issued to consultants                                   13,750              -
  Adjustments to reconcile net income (loss) to net
   cash used in operating activities:
   Changes in operating assets and liabilities:
   Decrease (Increase) in accounts receivable              71,532          (232,653)
   (Increase) Decrease in inventory                       (12,630)           55,571
   (Increase) Decrease in prepaid expenses                (12,500)           36,000
   Decrease in security deposit                              -                3,080
   (Decrease) in unearned revenue                            -              (43,250)
   (Decrease) Increase in accounts payable and
    accrued expenses                                      (36,654)           (7,719)
                                                      -----------       -----------
   NET CASH (USED IN) OPERATIONS                         (375,277)         (411,735)
                                                      -----------       -----------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
     Advances from related parties                        395,000           272,000
     Proceeds from exercise of common stock
     purchase warrants                                     15,342            55,000
                                                      -----------       -----------
   CASH FLOWS PROVIDED BY FINANCING
   ACTIVITIES                                             410,342           327,000
                                                      -----------       -----------
 (Decrease) in cash                                        35,065           (84,735)

Cash- Beginning of period                                  43,449            91,525
                                                      -----------       -----------
Cash - End of period                                  $    78,514       $     6,790
                                                      -----------       -----------
                                                      -----------       -----------


See notes to financial statements
</TABLE>
<PAGE>

                            LESCARDEN INC.
                            --------------
                                                       (UNAUDITED)
                                                       -----------
                    NOTES TO FINANCIAL STATEMENTS
                    -----------------------------
                          February 28, 2001
                          -----------------
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, 2000.


     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 - Inventory:

     Inventory at February 28, 2001 consists of the following:

                  Finished Goods       $      79,673
                  Raw Materials               32,837
                                       -------------
                                       $     112,510
                                       -------------
                                       -------------
<PAGE>
                            LESCARDEN INC.


     Management's Discussion and Analysis of Financial Condition
                      and Results of Operations
     -----------------------------------------------------------
                          February 28, 2001
                          -----------------
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<F1>, 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 May 31, 2000, the
Company made its initial two commercial shipments of its CATRIX<F1> Wound
Dressing product pursuant to its agreement with ICN IBERICA, S.A., Spain.

     The Company has been unprofitable to date and may continue to incur
operating losses in the foreseeable future. The Company has sustained net
losses of approximately $15.7 million from inception to February 28, 2001.
The Company has primarily financed itsresearch 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.

Three months and nine months ended February 28, 2001 compared to the three
months and nine months ended February 28, 2001.
--------------------------------------------------------------------------

     The Company's revenues from Product sales and other in the periods were
primarily from the direct sales to consumers of a line of cosmetic products,
which include the Company's proprietary bovine cartilage material, which
commenced in the fiscal year end May 31, 2000.  In the quarter ended February
28, 2000 the Company had the first commercial shipment of its CATRIX<F1> Wound
Dressing Product and in the nine months ended February 28, 2000 it earned an
$86,500 license fee, both, pursuant to the Company's agreement with ICN
IBERICA, S.A. (see below).

     Total costs and expenses during the three and nine months ended February
28, 2001 were 39% and 25% lower, respectively, than those of the comparative
periods of the prior year principally due to lower cost of sales.

<PAGE>

Liquidity and Capital Resources
-------------------------------
Overview
--------
     The Company has had losses from operations in each of the five years
ended May 31, 2000.  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 or from borrowings from its officers,
directors and shareholders and from outside investors, and in more recent
quarters, from revenues from licensing fees and product sales.

Present Liquidity
-----------------
     The Company's present liquidity position is critical.  As of February 28,
2001 the Company's total liabilities exceeded its total assets by  $ 368,035.
The Company will require additional product sales or funding during, or
shortly after the end of,  the current fiscal quarter ending May 31, 2001,
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, 2000 of ($ 606,086), 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 Company's
Financial Statements as of May 31, 1999 and 2000 contain an explanatory
paragraph indicating that the Company may be unable to continue in existence.

     The Company's licensee of its CATRIX<F1> 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.  In addition, the
Company continued to sell a line of cosmetic products and plans to continue
to implement plans to sell BIO-CARTILAGE<F1> 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<F1> 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.

     On September 13, 1999, the Company announced that its CATRIX<F1> 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, a drug/device approval in one member
country renders the product marketable in all member states.  Therefore,
CATRIX<F1> Wound Dressing may now be sold throughout the 15 countries of
the EU.

<PAGE>
     The Company is currently awaiting the establishment of a reimbursement
rate by the Spanish Health Ministry for CATRIX<F1> Wound Dressing, which is
the equivalent to the FDA's HICFA agency that reimburses under medicare and
medicaid.  This will determine how much the Spanish government will pay for
retirees and the working public in Spain for their use of CATRIX<F1> Wound
Dressing.  While there is no assurance that a reimbursement rate will be
awarded, a favorable rate may be a material factor in determining sales growth
of the product in Spain.

     The Company has no material commitments for capital expenditures at
February 28, 2001.

<F1>
A registered trademark of Lescarden Inc.
<PAGE>

                            LESCARDEN INC.
                            --------------
                     Part II - Other Information
                     ---------------------------
Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------
       (a) Exhibits: EX-27

       (b) Reports on Form 8-K: There were no reports on Form 8-K filed for
           the three months ended February 28, 2001.

                          INDEX TO EXHIBITS
27-Financial Data Schedule

                              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 there unto duly authorized.





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




Date: April 2, 2001      s/Gerard A. Dupuis
                         ------------------
                         Gerard A. Dupuis
                         Chairman of the Board
                         Chief Executive Officer