U.S. SECURITIES AND EXCHANGE COMMISSION

                Washington, DC  20549

                     FORM 10-QSB

QUARTERLY REPORT UNDER TO SECTION 13 OR 15 (d) OF THE SECURITIES
                  EXCHANGE ACT OF 1934

          For the quarterly period ended July 31, 2004

                 Commission File No. 0-1455


                OPT-SCIENCES CORPORATION
(Exact name of small business issuer as specified in its charter)


        NEW JERSEY                             21-0681502
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)             Identification No.)


1912 Bannard Street, Riverton, New Jersey  08077
(Address of principal executive offices)  (Zip code)


Registrant's  telephone number, including Area Code: (856) 829-2800


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 practical date.

Class
Common Stock, par value of $.25 per share:
775,585 Shares outstanding as of July 31, 2004

Transitional Small Business Format (Check one)  Yes     No (X)








                                 Page 1




INDEX

PART I   FINANCIAL INFORMATION                                      PAGE

Item 1.  Financial Statements

         Consolidated Balance Sheets - July 31, 2004 (unaudited)
         and August 2, 2003                                           3

         Consolidated Statements of Income (unaudited) -
         thirteen weeks ended July 31, 2004 and
         August 2, 2003                                               5

         Consolidated Statements of Cash Flows (unaudited) -
         thirteen weeks ended July 31, 2004 and
         August 2, 2003                                               6

         Notes to Consolidated Financial Statements                   7

Item 2.  Management's Discussion and Analysis or Plan of Operation    7

Item 3.  Controls and Procedures                                     10

PART II  OTHER INFORMATION                                           10

Item 1.  Legal Proceedings                                           10

Item 2.  Changes in Securities                                       10

Item 3.  Defaults Upon Senior Securities                             10

Item 4.  Submission of Matters to a Vote of Security Holders         10

Item 5.  Other Information                                           11

Item 6.  Exhibits and Reports on Form 8-K                            11

SIGNATURES                                                           11













                                 Page 2





                   PART I    FINANCIAL INFORMATION


Item  1.  Financial Statements

Consolidated Balance Sheets (unaudited)

                         ASSETS

                                 July 31,          November 1,
                                  2004                2003
CURRENT ASSETS

Cash and cash equivalents     $4,371,689            $4,227,416
Trade accounts receivable        575,074               598,407
Inventories                      403,751               450,421
Prepaid expenses                  15,861                21,693
Prepaid income tax                48,028                61,775
Loans and exchanges               11,275                 1,000
Marketable securities          1,104,932             1,136,122

  Total current assets         6,530,610             6,496,834


PROPERTY AND EQUIPMENT

Land                               114,006             114,006
Building and improvements          448,342             433,307
Machinery and equipment          1,686,764           1,678,791
Small tools                         53,580              53,580
Furniture and fixtures               8,624               8,048
Office equipment                    53,376              52,594
Automobiles                         60,100              60,100

  Total property and
           equipment             2,424,792           2,400,426

  Less:  accumulated
    depreciation                 1,416,329           1,297,707

       Net property and
         equipment               1,008,463           1,102,719


OTHER ASSETS

Deposits                             2,837               2,837

Total assets                    $7,541,910           $7,602,390



                                 Page 3







                LIABILITIES AND STOCKHOLDERS' EQUITY


                                   July 31,          November 1,
                                    2004                 2003
CURRENT LIABILITIES

Accounts payable - trade           $68,611              $62,895
Deferred taxes                      29,560               29,560
Other current liabilities          107,936              172,528

  Total current liabilities        206,107              264,983


STOCKHOLDERS' EQUITY

    Common capital stock - par value
   $.025 per share - authorized
   and issued 1,000,000 shares     250,000              250,000
    Additional paid in capital     272,695              272,695
    Retained earnings            7,068,671            7,025,880
    Accumulated other
      comprehensive income:        (68,345)             (23,950)
    Less treasury stock at cost -
   224,415 shares and
   224,415 shares                 (187,218)            (187,218)


   Total stockholders' equity    7,335,803            7,337,407

       Total liabilities and
         stockholders' equity   $7,541,910           $7,602,390

















                                 Page 4





                 Consolidated Statements of Income (unaudited)

                Thirteen Weeks  Thirteen Weeks  Thirty-Nine    Thirty-Nine
                     Ended          Ended       Weeks Ended   Weeks Ended
                July 31, 2004   August 2, 2003  July 31, 2004 August 2, 2003


NET SALES         $1,033,428      $1,122,238      $2,859,647    $2,928,171

COST OF SALES        792,105         853,538       2,428,026     2,422,898

Gross profit
   on sales          241,323         268,700         431,621       505,273


OPERATING EXPENSES

Sales & delivery       6,246          16,259          25,407        44,639
General and
   administrative    135,865         140,585         425,795       410,457

 Total operating
    expenses         142,111         156,844         451,202       455,096

 Operating
   income (loss)      99,212         111,856         (19,581)       50,177

OTHER INCOME          20,736          23,554          76,672        80,708

 Net income
   before taxes      119,948         135,410          57,091       130,885

FEDERAL AND STATE
  INCOME TAXES        14,300          45,700          14,300        45,700

 Net income          105,648          89,710          42,791        85,185

RETAINED EARNINGS -
  beginning of
  period           6,963,023       6,959,098       7,025,880     6,963,623

RETAINED EARNINGS -
  end of period   $7,068,671      $7,048,808      $7,068,671    $7,048,808


EARNINGS PER SHARE OF
  COMMON STOCK          0.14            0.12            0.06          0.11

Average shares of stock
  outstanding        775,585         775,585         775,585       775,585


                                 Page 5


            Consolidated Statements of Cash Flows (unaudited)

                CASH FLOWS FROM OPERATING ACTIVITIES

                                      Thirty-Nine           Thirty-Nine
                                      Weeks Ended          Weeks Ended
                                      July 31, 2004        August 2, 2003

Net income (loss)                       $42,791               $85,185

Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation                            118,622                99,794
(Gain) loss on sale of securities       (11,346)               (7,070)

Decrease (increase) in:
Accounts receivable                      23,333              (312,949)
Inventories                              46,670                 4,051
Prepaid expenses                          5,832                  (966)
Prepaid income tax                       13,747                 7,631
Loans and exchanges                     (10,275)              (21,216)

(Decrease) increase in:
Accounts payable                          5,716              (392,980)
Other current liabilities               (64,592)              (62,171)

Net cash provided (used)
         by operating activities        170,498              (600,691)

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment     (24,366)             (100,449)
Purchases of securities                (236,655)             (460,144)
Sales of securities                     234,796               515,450

Net cash provided (used)
         by investing activities        (26,225)              (45,143)

Increase (Decrease) in cash             144,273              (645,834)

Cash and cash equivalents
at beginning of period                4,227,416             4,461,781

Cash and cash equivalents
at end of period                     $4,371,689            $3,815,947

SUPPLEMENTAL DISCLOSURES:
Interest paid                               -0-                    $5

Income taxes paid                          $650               $38,069





                                 Page 6



Note 1:  Basis of presentation

1.  In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly OPT-
Sciences Corporation's financial position as of July 31, 2004 and November 1,
2003, and the results of operations for the thirteen weeks ended July 31, 2004
and the thirteen weeks ended August 2, 2003 and cash flows for the respective
periods then ended.

These financial statements should be read in conjunction with the Company's
Annual Report on Form 10-KSB for the period ended November 1, 2003.

2.  The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year.

Forward-Looking Statements

Information provided in this Quarterly report on Form 10QSB may contain
forward-looking statements within the meaning of Section 21E of Securities
Exchange Act of 1934 that are not historical facts and information. These
statements represent the Company's expectations or beliefs, including, but
not limited to, statements concerning future operating results, statements
concerning industry performance, the Company's operations, economic
performance, financial conditions, margins and growth in sales of the
Company's products, capital expenditures, financing needs, as well
assumptions related to the forgoing. For this purpose, all statements
contained in this Quarterly Report that are not statement of historical fact
may be deemed to be forward-looking statements. These forward-looking
statements are based on current expectations and involve various risks and
uncertainties that could cause actual results and outcomes for future periods
to differ materially from the forward-looking statements or views expressed
herein. The Company's financial performance and the forward-looking
statements contained herein are further qualified by other risks
including those set forth from time to time in the documents filed by the
Company with the Securities and Exchange Commission, including the Company's
most recent Form 10KSB.

BUSINESS OF THE COMPANY.

Overview.  Opt-Sciences Corporation, formed in 1956, conducts its business
through its wholly owned subsidiary, O & S Research, Inc. Both companies are
New Jersey corporations. As used in this form 10-QSB, the term "Company"
refers to the combined operations of Opt-Sciences Corporation and O & S
Research, Inc. The principal business of the Company is to provide optical
coatings, filters, faceplates and lighting wedges which improve display
readability for electronic instruments used primarily in aircraft. This
includes the application of different types of anti-reflection coatings,
transparent conductive coatings and other optical coatings. The Company also
provides full glass cutting, grinding and painting operations which augment
its optical coating capabilities. Most of the Company's products are designed
to enable pilots to read aircraft instruments in direct sunlight or at night
or in covert situations using appropriate night vision filters. This business
is a niche business primarily dependent for its success on aircraft
manufacturing and retrofitting. It requires custom manufacturing of small
lots of products to satisfy component requirements for specific aircraft.

                                    Page 7


RESULTS OF OPERATIONS

Revenues of $1,033,428 for the third quarter of 2004 decreased 8.6% from
2003 third quarter revenue of $1,122,238 and down 4.9% from $1,083,991 for
the second quarter of 2004. Net income of  $105,648 for this quarter compares
to net income of $89,710 for the third quarter of 2003. For the first three
quarters the Company has total net income of $42,791 compared to $85,185
for the same period in 2003.

Cost of Sales for the third quarter of 2004 decreased approximately $61,000
over the same period in 2003 as production problems have been reduced.
Operating expenses for the third quarter of 2004 decreased slightly by
approximately $14,700 over the third quarter of fiscal 2003. The gross
margin of approximately 23% is similar to last quarter and last year.

During the third quarter, the Company booked $1,074,000 in new orders, up
$277,000 from the second quarter of 2004. The backlog increased as one of the
Company's major customers placed unanticipated new orders. The Company
continues to carry overdue orders of approximately $150,000 which represent
deferred shipments from the manufacturing rework and capacity problems during
the first quarter.  Management is continuing its efforts to investigate
capital expenditures that will be necessary to improve the quality and
efficiency of the current production methodology.

The Company is also continuing its efforts to diversify into non-aircraft
related coating products through the ongoing development of the Astro coating
unit. The Company has been working diligently on this effort since its
acquisition of the equipment in September 2002 but has not yet succeeded in
establishing reliable production or significant sales generation. Company
revenues for the third quarter may increase, resulting largely from increased
efforts to deliver the backlog of deferred and late shipment of orders. As
expected the Company has overcome certain of the problems and losses
experienced earlier in the year. The fourth quarter is expected to be
marginally profitable  with sales remaining at the same level or moderately
higher than the third quarter. The Company's largest customer has made design
changes for one of the Company's major product offerings, ultimately reducing
the expected unit demand. Although originally planned for introduction in
2005, the newly designed product has now been rescheduled for the fourth
quarter of 2004 and the Company has started to receive orders. Due to its
earlier implementation, we expect sales to decline during the first quarter
of 2005. A major challenge to the Company will be determining how to meet
this challenge.









                                 Page 8


FINANCIAL CONDITION

The Company utilizes its working capital to finance current operations and
capital improvements. Cash and cash equivalents at the end of the third
quarter of 2004 increased $144,273 from the preceding second quarter of 2004.
This was largely due to increased profitability for the quarter and decreases
in accounts receivable and inventories. While the Company maintains a strong
liquidity in its current position, it recognizes there are significant
challenges to its ability to produce the consistent profitability it had
enjoyed prior to 9/11. Internally management is focusing on cutting costs not
affecting productivity and on the extensive needs to upgrade its plant and
equipment. In the near term, the Company will continue its efforts to
introduce diversified production, through the development of the Astro
Coating unit and other production processes.

RISKS AND UNCERTAINTIES

The future market for the Company's aircraft instrument glass is shrinking
due to technological obsolescence of its product lines and the likely use of
new types of larger displays in the cockpit.  Of these, rear projection
displays cause the most concern because they do not utilize components which
the Company manufactures.  Such displays are currently used in many military
aircraft applications and require a patented cover glass that acts as a rear
projection screen. The time frame for this technology migrating to
commercial/business avionic displays is currently unpredictable. Larger
primary instrument displays eliminate the need for smaller, specialized and
otherwise redundant instruments. As unit volume for displays declines,
competition among vendors will become more intense to maintain market share.
We expect this competition will take the form of lower prices and shorter
delivery times. The opportunities to expand our existing product lines for
aircraft instrument panels is limited. New electro-mechanical displays which
require our coated glass wedges are being marketed less and less in favor of
LCD displays which require a simpler, less expensive cover glass. The simpler
design opens the door for additional competitors who do not otherwise have
the ability to manufacture coated glass wedges.

The future of our Company will depend, largely, on our ability to cut costs
and to successfully develop or acquire new products. There is no assurance,
however, that we will be successful in achieving market acceptance of any
such new products that we develop. Any failure or delay in diversifying our
existing offerings could harm our business, results of operations and
financial condition.

We face increasing competition from better-established companies that have
significantly greater resources. Many of our current and potential
competitors could enjoy substantial competitive advantages, such as:


    *  Greater corporate name recognition and larger marketing budgets and
resources

    *  Established marketing relationships and access to larger customer
bases and
    *  Substantially greater financial, technical and other resources.

                                 Page 9


Item 3. Controls and Procedures

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of Anderson L. McCabe, our
Chief Executive Officer and Chief Financial Officer, we carried out an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures on September 13, 2004. Based on this evaluation, Mr.
McCabe concluded that our disclosure controls and procedures are effective in
timely alerting Management to material information required to be included in
our periodic reports that are filed with the Securities and Exchange
Commission. It should be noted that the design of any system of controls is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions, regardless of how remote

(b) CHANGES IN INTERNAL CONTROLS

There was no significant change in the Company's internal controls or in any
other factor that could significantly affect these controls during the
quarter covered by this Report or from the end of the reporting period to the
date of this Form 10-QSB.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities

         None

Item 3.  Defaults upon Senior Securities

         Not applicable

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

Consent of Controlling Stockholders to a "Going Private" Transaction.  Facing
the need to reduce non-productive costs, Management has recognized that
current and projected compliance costs associated with Securities and
Exchange Act requirements and Sarbanes-Oxley have been and will be material
in the context of the Company's historical and prospective profitability .
Management believes these costs represent an unacceptable financial burden to
the Company, especially in a time of looming financial stresses. The
Company's management and Board of Directors have determined it to be in the
best interest of the Company and its stockholders to effect a reverse stock
split whereby all outstanding shares of the Company's stock shall be
reconstituted on the basis of one (1) share of new common stock for each
currently outstanding two thousand (2,000) shares of pre-split stock.
Controlling stockholders consisting of the Kania family interests own 69% of


                                 Page 10

the outstanding shares and have provided the consent required by New Jersey
law to amend the Company's certificate of incorporation in order to effect
the reverse split.  No fractional shares will be issued.  In considering the
"going private" transaction, the Company engaged Curtis Financial LLC for
purposes of determining fair value of the existing pre-split shares to be
affected by the reverse-split methodology. Based on an opinion and valuation
provided by Curtis Financial, LLC, the Company is anticipating paying the
fair value of $4.75 per pre split share in lieu of fractional shares.  The
Company and its professional advisors are now preparing documents to be filed
with the Securities and Exchange Commission ("SEC") in order to implement
this reverse stock split transaction.  This reverse stock split would be
considered "going private" transaction as defined in Rule 13e-3 promulgated
under the Securities Exchange Act of 1934 because it is intended to, and when
completed, will likely terminate the registration of the Company's Common
stock under Section (12(g) of the Exchange Act and terminate the Company's
duty to file periodic reports with the SEC.

    Accordingly, the Company plans to file in the near future an Information
Statement, a Rule 13(e)3 Transaction Statement on Schedule 13(e)3 and
finally, a Schedule 15 with the SEC.

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits

    31.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    32.1 Certification of Chief Executive Office and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K:

    None




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunder duly authorized.
OPT-SCIENCES
CORPORATION

   By: /s/Anderson L. McCabe
Anderson L. McCabe
Chief Executive Officer
Dated: September 30, 2004

                                 Page 11
EXHIBIT 31.1

Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

I, Anderson L. McCabe, as CEO and CFO of Opt-Sciences Corporation, certify
that:
1. I have reviewed this quarterly report on Form 10-QSB of Opt-Sciences
Corporation;
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 controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
   a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities,
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 a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
   c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on my
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 (or
persons performing the equivalent functions):
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 my most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


                                       /s/Anderson L. McCabe
                                       ---------------------
                                       Name: Anderson L. McCabe
                                       Title: Chief Executive Officer/
                                              Chief Financial Officer
                                       Dated: September 30, 2004

                                 Page 12

EXHIBIT 32.1

Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


I, Anderson L. McCabe as CEO and CFO of Opt-Sciences Corporation (the
"Company"), certify, pursuant to section 906 of the Sabanes-Oxley Act of
2002,18 U.S.C. Section 1350, that:(1)the Quarterly Report on Form 10QSB of
the Company for the quarterly period ended July 31, 2004 (the "Report") fully
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2)the information
contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.

                                       /s/Anderson L. McCabe
                                       ---------------------
                                       Name: Anderson L. McCabe
                                       Title: Chief Executive Officer/
                                              Chief Financial Officer
                                       Dated: September 30, 2004

































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