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 29,2004.
                               -----------------

[ ] 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 February 29, 2004
----------------------------            --------------------------------
Common Stock $.001 par value                       29,830,495

<PAGE>


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

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

                                ASSETS
                                ------
                                             		            February 29, 2004     May 31, 2003
                                                                      (UNAUDITED)         (AUDITED)
                                                                  -----------------     ------------
<S>                                                               <C>                   <C>

Current Assets:
     Cash                                                         $            -        $     48,751
     Accounts Receivable                                                    169,884           79,867
     Inventory                                                               80,864           92,176
                                                                  -----------------     ------------


           Total Current Assets                                             250,748          220,794
                                                                  -----------------     ------------
                                                                  -----------------     ------------

Deferred Income Tax Asset, net of valuation allowance of
$2,361,000 and $2,293,000 at February 29, 2004 and
May 31, 2003 respectively                                                      -                -
                                                                  -----------------     ------------


Total Assets                                          		$         250,748     $    220,794

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


             LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Currents Liabilities:
     Bank overdraft                                               $           1,721     $         -
     Accounts payable and accrued expenses                                  209,023          214,015
     Advances from stockholders                                             330,000          120,000
     Deferred license fees                                                  234,375          258,750
                                                                  -----------------     ------------

     Total liabilities                                                      775,119          592,765
                                                                  -----------------     ------------

Commitments and Contingencies

Stockholders' Deficiency:
      Convertible Preferred Stock                                             1,840            1,840
      Common Stock                                                           29,830           29,480
      Additional Paid-In Capital                                         16,282,379       16,237,289
      Accumulated Deficit                                               (16,838,420)     (16,640,580)
                                                                  -----------------     ------------

Stockholders' Deficiency                                                   (524,371)        (371,971)

     Total Liabilities and Stockholders' Deficiency               $         250,748     $    220,794
                                                                  -----------------     ------------
                                                                  -----------------     ------------

</TABLE>

See notes to financial statements

<PAGE>
<TABLE>


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

                  CONDENSED STATEMENTS OF OPERATIONS
                  ----------------------------------
<CAPTION>
                                                (UNAUDITED)                  (UNAUDITED)
                                            For The Three Months         For the Nine Months
                                            Ended                        Ended
                                      February 29, February 28,    February 29,  February 28,
 <S>                                  <C>           <C>             <C>           <C>
                                             2004         2003            2004          2003
                                             ----         ----            ----          ----

Total Revenues                       $    174,882  $    27,297     $   286,094   $   181,476
                                     ------------  -----------     -----------   -----------

Costs and Expenses:
   Cost of  Sales                          83,910       13,505         128,678        60,034
   Salaries - Officer                      27,000       42,167          82,440       107,183
   Salaries - Office                       19,058       20,437          54,665        30,252
   Professional Fees and Consulting        15,105       37,237          53,410       104,496
   Rent and Office Expenses                30,625       35,355          88,421        99,317
   Travel and Meetings                      8,334        5,923          22,416        23,286
   Taxes Other                              3,936        2,348          11,428         2,803
   Insurance                                  774        2,023           1,928         2,580
   Interest                                 5,051        7,000          10,440        20,300
   Other Administrative Expenses            6,264       12,334          30,108        31,357
                                     ------------  -----------     -----------   -----------
        Total Costs and Expense           200,057      178,329         483,934       481,608

        Net (Loss)                   $    (25,175) $  (151,032)    $  (197,840)  $  (300,132)
                                     ------------  -----------     -----------   -----------
                                     ------------  -----------     -----------   -----------


        Net (Loss) Per Share         $       (.00) $      (.01)    $      (.01)  $      (.01)
                                     ------------  -----------     -----------   -----------
                                     ------------  -----------     -----------   -----------



Weighted Average Number of
  Common Shares Outstanding            29,830,495   23,791,668      29,674,939    23,791,668
                                     ------------  -----------     -----------   -----------
                                     ------------  -----------     -----------   -----------

</TABLE>

See notes to financial statements
<PAGE>

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

<TABLE>

                  CONDENSED STATEMENTS OF CASH FLOWS
                  ----------------------------------
<CAPTION>
                                                                                (UNAUDITED)
                                                                         For the Nine Months Ended
                                                                        --------------------------
                                                                    February 29,       February 28,

 <S>                                                               <C>                <C>
                                                                           2004               2003
                                                                           ----               ----


Cash Flows Used in Operations:
     Net (Loss)                                                   $    (197,840)      $   (300,132)
     Adjustments to reconcile net  loss to
       cash used in operating activities:
       Imputed interest on advances from stockholders                    10,440             20,300
       Changes in operating assets and liabilities:
      (Increase) in accounts receivable                                 (90,017)              -
       Decrease (Increase) in inventory                                  11,312            (70,138)
      (Decrease) Increase in accounts payable and
       accrued expenses                                                  (4,992)            93,822
       Decrease in Unearned Revenue                                        -              (105,000)
      (Decrease) Increase in deferred licence fee                       (24,375)           266,875
                                                                  -------------       ------------
     Net Cash Flow Used In Operations                                  (295,472)           (94,273)
                                                                  -------------       ------------
Cash Flows Provided By Financing Activities:
       Advances from stockholders                                       210,000             20,000
       Exercise of Warrents                                              35,000               -
       Increase in bank overdraft                                         1,721               -
                                                                  -------------       ------------
       Cash Flows provided by Financing Activites                       246,721             20,000
                                                                  -------------       ------------

  Decrease in cash                                                      (48,751)           (74,273)

Cash- Beginning of period                                                48,751            115,500

Cash - End of period                                             $         -          $     41,227
                                                                  -------------       ------------
                                                                  -------------       ------------




</TABLE>

See notes to financial statements

<PAGE>

                            LESCARDEN INC.
                            --------------
                                                       (UNAUDITED)
                                                        ---------
                    NOTES TO FINANCIAL STATEMENTS
                    -----------------------------
                           February 29, 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, 2003.

     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 $234,375 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 $330,000 at February 29, 2004, are non-interest
bearing and due upon demand. All advances 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 February 29, 2004 consists of the following:


                     Finished Goods      $      41,289
                     Raw Materials              39,575
                                         -------------
                                         $      80,864
                                         -------------
                                         -------------

<PAGE>

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

     Management's Discussion and Analysis of Financial Condition
                      and Results of Operations
     -----------------------------------------------------------
				   February 29, 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 has been changed to Valeant Pharmaceuticals International during the
current fiscal year .

     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 been unprofitable to date and may continue to incur
operating losses in the foreseeable future. The Company has sustained net
losses of approximately $16.8 million from inception to February 29, 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 February 29, 2004 compared to February 28, 2003
------------------------------------------------------------------
     The Company's revenues increased in the three months ended February 29,
2004 compared to February 28, 2003 primarily due to sales of CATRIX(R) Wound
Care Dressing to ICN Iberica, S.A. (see below).

     Total costs and expenses during the three  months ended February 29,
2004 were 12% or $21,728 higher than those of the comparative prior year
period. The increase was principally due to higher cost of sales of $70,405;
which was partially offset by lower professional fees of $22,132 and officer
salaries of $15,167.


Nine months ended February 29, 2004 compared to February 28, 2003
-----------------------------------------------------------------
     The Company's revenues increased in the nine  months ended February 29,
2004 compared to February 28, 2003 primarily due to sales of CATRIX(R) Wound
Care Dressing to ICN Iberica, S.A. (see below).

     Total costs and expenses during the nine  months ended February 29,
2004 were .5% or $2,326 higher than those of the comparative prior year
period. The increase was principally due higher cost of sales of $68,644
and office salaries of $24,413; which was partially offset by lower
officer salaries of $24,743, professional fees of $51,086 and $9,860
of interest expense.

<PAGE>

     The Company's cash balance decreased (overdrawn balance of $1,721
as of February 29, 2004) by $48,751 in the nine months ended February 29,
2004 compared to $74,273 in the comparative prior year period. The
Company received advances from stockholders of $210,000 in the nine months
ended February 29, 2004 compared to $20,000  in nine months ended February 28,
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 February
29, 2004 the Company's liabilities exceeded its total assets by $524,371.
The Company will require additional product sales or funding during or,
shortly after the end of, the current fiscal quarter ending May 31,
2004, 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, 2003 of ($330,584), 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, 2003 and 2002 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(R)  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 toobtain 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, a drug/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 was prosecuting
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.

    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.

<PAGE>

    The Company has no material commitments for capital expenditures at
February 29, 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 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 February 29, 2004.



                          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: March 30, 2004      s/William E. Luther
                          ------------------
                          William E. Luther
                          President and
                          Chief Executive Officer
<PAGE>

<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: March 30, 2004