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 May 1, 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 May 1, 2004

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











INDEX

PART I   FINANCIAL INFORMATION                                   PAGE

Item 1.  Financial Statements

         Consolidated Balance Sheets - May 1, 2004 (unaudited)
         and November 1, 2003                                        2

         Consolidated Statements of Income (unaudited) -
         thirteen weeks ended May 1, 2004 and
         May 2, 2003                                                 4

         Consolidated Statements of Cash Flows (unaudited) -
         thirteen weeks ended May 1, 2004 and
         May 2, 2003                                                 5

         Notes to Consolidated Financial Statements                  5

Item 2.  Management's Discussion and Analysis or Plan of Operation   6

Item 3.  Controls and Procedures                                     8

PART II  OTHER INFORMATION                                           8

Item 1.  Legal Proceedings                                           8

Item 2.  Changes in Securities                                       8

Item 3.  Defaults Upon Senior Securities                             8

Item 4.  Submission of Matters to a Vote of Security Holders         8

Item 5.  Other Information                                           8

Item 6.  Exhibits and Reports on Form 8-K                            9

SIGNATURES                                                           9


















                    PART I   FINANCIAL INFORMATION

                    Item 1.  Financial Statements

          Consolidated Balance Sheets - May 1, 2004 (unaudited)
                       and November 1, 2003

                            ASSETS

                                       May 1,          November 1,
                                       2004            2003
CURRENT ASSETS

Cash and cash equivalents           $4,038,090         $4,227,416
Trade accounts receivable              793,948            598,407
Inventories                            412,824            450,421
Prepaid expenses                        20,387             21,693
Prepaid income tax                      62,025             61,775
Loans and exchanges                      4,435              1,000
Marketable securities                1,095,611          1,136,122

  Total current assets               6,427,320          6,496,834


PROPERTY AND EQUIPMENT

Land                                   114,006            114,006
Building and improvements              448,342            433,307
Machinery and equipment              1,683,661          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                 2,421,689          2,400,426

  Less:  accumulated depreciation    1,376,669          1,297,707

              Net property and
                 equipment           1,045,020          1,102,719


OTHER ASSETS

Deposits                                 2,837              2,837

Total assets                        $7,475,177         $7,602,390

















                LIABILITIES AND STOCKHOLDERS' EQUITY


                                        May 1,          November 1,
                                        2004               2003
CURRENT LIABILITIES

Accounts payable - trade               $102,550           $62,895
Deferred taxes                           29,560            29,560
Other current liabilities                99,608           172,528

  Total current liabilities             231,718           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                  6,963,023         7,025,880
   Accumulated other
     comprehensive income:              (55,041)          (23,950)
    Less treasury stock at cost -
   224,415 shares and 224,415 shares   (187,218)         (187,218)


   Total stockholders' equity         7,243,459         7,337,407

            Total liabilities and
               stockholders' equity  $7,475,177        $7,602,390
















Accompanying notes are an integral part of these financial statements.


               Consolidated Statements of Income (unaudited) -
                  thirteen weeks ended May 1, 2004 and
                            May 2, 2003



                Thirteen Weeks  Thirteen Weeks  Twenty-Six  Twenty-Six
                    Ended          Ended        Weeks Ended Weeks Ended
                May 1, 2004     May 2, 2003     May 1, 2004 May 2, 2003


NET SALES       $1,083,991      $1,067,019      $1,826,219  $1,805,933

COST OF SALES      859,632         899,695       1,635,921   1,569,360

Gross profit
  on sales         224,359         167,324         190,298     236,573


OPERATING EXPENSES

Sales & delivery    14,184          12,252          19,161      28,380
General and
  administrative   129,291         129,949         289,930     269,872

   Total operating
     expenses      143,475         142,201         309,091     298,252

Operating income   80,884          25,123         (118,793)    (61,679)

OTHER INCOME        21,921          46,067          55,936      57,154

Net income
  before taxes     102,805          71,190         (62,857)     (4,525)

FEDERAL AND STATE
  INCOME TAXES         -0-             -0-             -0-         -0-

 Net income (loss) 102,805          71,190          (62,857)    (4,525)

RETAINED EARNINGS -
  beginning of
  period         6,860,218       6,887,908        7,025,880  6,963,623

RETAINED EARNINGS -
  end of period $6,963,023      $6,959,098       $6,963,023 $6,959,098


EARNINGS PER SHARE OF
  COMMON STOCK        0.13            0.09            (0.08)     (0.01)

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

Accompanying notes are an integral part of these financial statements.


                Consolidated Statements of Cash Flows (unaudited) -
                      thirteen weeks ended May 1, 2004 and
                                May 2, 2003

                                       Twenty-Six           Twenty-Six
                                       Weeks Ended          Weeks Ended
                                       May 1, 2004          May 2, 2003

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                        $(62,857)           $(4,525)

Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation                               78,962             64,698
(Gain) loss on sale of securities         (11,856)            (5,463)

Decrease (increase) in:
Accounts receivable                      (195,541)          (190,381)
Inventories                                37,597            (14,016)
Prepaid expenses                            1,053            (24,969)
Loans and exchanges                        (3,435)           (36,725)

(Decrease) increase in:
Accounts payable                           39,655           (317,397)
Accrued income taxes                          -0-            (57,868)
Other current liabilities                 (72,920)               -0-

Net cash (used)
         by operating activities         (189,342)          (586,646)

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment       (21,263)           (89,637)
Purchases of securities                  (184,371)          (347,829)
Sales of securities                       205,650            299,528

Net cash provided (used)
         by investing activities               16           (137,938)

(Decrease) in cash                       (189,326)          (724,584)

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

Cash and cash equivalents
at end of period                       $4,038,090         $3,737,197

SUPPLEMENTAL DISCLOSURES:
Interest paid                                 -0-                -0-

Income taxes paid                            $650                -0-



Accompanying notes are an integral part of these financial statements.













Notes to Financial Statements

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 May 1, 2004 and November 1,
2003, and the results of operations for the thirteen weeks ended May 1, 2004
and the thirteen weeks ended May 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.


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

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.

RESULTS OF OPERATIONS

Revenues of $1,083,991 for the second quarter of 2004 increased slightly from
2003 second quarter revenue of $1,067,019 and up 46% from $742,220 for the
preceding first quarter of 2004. This increase in revenue resulted in net
income of  $102,805 for the quarter. This compares to net income for the
second quarter of 2003 of $71,190. For the first two quarters the Company has
a net loss of $62,857 compared with a loss of $4,525 for the same period in
2003. Revenues for the second quarter increased from the first quarter as
certain manufacturing problems were resolved. Management is continuing its
efforts to investigate capital expenditures that will be necessary to improve
the quality and efficiency of the current production methodology.

Cost of Sales for the second quarter of 2004 decreased approximately $40,000
over the same period in 2003. Operating expenses for the second quarter of
2004 increased slightly by approximately $1200 over the second quarter of
fiscal 2003. The decrease in Cost of Sales over the same period last year was
the result of increases in production yields reducing scrap rates. The gross
margin of 20% is an improvement over last quarter and last year.

During the first quarter, the Company booked  $797,000 in new orders, down
$39,000 from the first quarter of 2004. The backlog dropped by $290,000
because shipments outpaced new orders as the company increased output. The
company is still trying to reduce its overdue orders which represent deferred
shipments of approximately $150,000 that resulted from the manufacturing re-
work and capacity problems during the first quarter.

The Company is 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 over the last twelve
months, but has not yet succeeded in establishing reliable production or
significant sales generation. With its increased efforts to deliver the
backlog of deferred sales, the Company expects a continued increase in
revenue for the third quarter. We expect to breakeven by by the end of the
third quarter as a result of the increased sales. Recent design changes by
the Company's largest customer on one of the Company's major product
offerings has been delayed. The design change is now scheduled for the first
fiscal quarter of 2005 and when implemented, is expected to result in a
significant decline in sales. A major challenge to the Company is determining
the extent of capital re-investment required to meet the competitive
challenges of the future.

FINANCIAL CONDITION

The Company utilizes its working capital to finance current operations and
capital improvements. Cash and cash equivalents at the end of the second
quarter of 2004 decreased $139,978 from the preceding first quarter of 2004.
This was largely due to a significant increase in accounts receivable
resulting from the increased sales for the quarter and due to increased
purchases of securities. 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.
The Aerospace industry itself is challenged. Internally management is
focusing on the extensive needs to upgrade its plant and equipment.

RISKS AND UNCERTAINTIES

Internally management is focusing 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. These expenses and the increased
compliance costs associated with the Sarbanes/Oxley Act are major challenges
to the operational success of the Company.

The future market for the Company's aircraft instrument glass is shrinking
due to technological obselesence and the use of larger displays in the
cockpit. A large concern to the Company comes from new display technologies.
Of these, rear projection displays cause the most concern because they do not
use components which the Company manufactures.  These types of displays are
currently used in many military aircraft applications and utilize a patented
cover glass that acts as a rear projection screen. The time frame and the
rapidity of this technology migrating to commercial/business avionic displays
is currently unpredictable. Larger primary instrument displays are
eliminating 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 the existing product lines is limited. New electro-
mechanical displays which require 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 glass wedges.

The future of our Company will depend, largely, on our ability 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.

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 June 9, 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

         None

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: July 12, 2004


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: July 12, 2004


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 May 1, 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: July 12, 2004