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

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

                                   FORM 10-QSB

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

                For the quarterly period ended December 31, 1999
                           Commission File No. 1-11182


                         BIO-IMAGING TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)


         Delaware                                       11-2872047
-------------------------------             ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)


826 Newtown-Yardley Road, Newtown, Pennsylvania                       18940-1721
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (267) 757-1360
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


830 Bear Tavern Road, West Trenton, New Jersey                        08628-1020
--------------------------------------------------------------------------------
                 (Former Address, 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  Securities  Exchange  Act of 1934 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 stock, as of January 31, 2000:

Class                                                Number of Shares
-----                                                ----------------

Common Stock, $.00025 par value                          7,773,878

        Transitional Small Business Disclosure Format (check one):

                 Yes:                                No:  X
                     -----                              -----

<PAGE>

                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------


                                TABLE OF CONTENTS
                                -----------------

                                                                          Page

PART I  FINANCIAL INFORMATION

        Item 1.   Financial Statements....................................  1

             CONSOLIDATED BALANCE SHEETS
             as of December 31, 1999 (unaudited) and
             September 30, 1999...........................................  2

             CONSOLIDATED STATEMENTS OF OPERATIONS
             For the Three Months Ended December 31, 1999 and 1998
             (unaudited)..................................................  3

             CONSOLIDATED STATEMENTS OF CASH FLOWS
             For the Three Months Ended December 31, 1999 and 1998
             (unaudited)..................................................  4

             NOTES TO CONSOLIDATED FINANCIAL
             STATEMENTS (unaudited).......................................  5

        Item 2.   Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.....................  7

             Results of Operations........................................  8

             Liquidity and Capital Resources.............................. 10

PART II OTHER INFORMATION

        Item 5.   Other Information....................................... 13

        Item 6.   Exhibits and Reports on Form 8-K........................ 14

SIGNATURES        ........................................................ 15


                                      - i -
<PAGE>

                         PART I. FINANCIAL INFORMATION.
                         ------------------------------

ITEM 1.   FINANCIAL STATEMENTS.

     Certain  information  and footnote  disclosures  required  under  generally
accepted accounting principles have been condensed or omitted from the following
consolidated  financial  statements pursuant to the rules and regulations of the
Securities and Exchange Commission, although Bio-Imaging Technologies, Inc. (the
"Company") believes that such financial  disclosures are adequate to assure that
the  information  presented  is not  misleading  in any  material  respect.  The
following  consolidated  financial statements should be read in conjunction with
the year-end consolidated financial statements and notes thereto included in the
Company's  Annual Report on Form 10-KSB for the fiscal year ended  September 30,
1999.

     The results of operations for the interim periods  presented herein are not
necessarily indicative of the results to be expected for the entire fiscal year.






                                      -1-
<PAGE>

                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
<TABLE>
<CAPTION>
                                                         December 31,     September 30,
                                                             1999              1999
                                                        --------------   --------------
                                                         (unaudited)
                                     ASSETS
<S>                                                      <C>               <C>
Current assets:
  Cash and cash equivalents.........................     $   352,947       $   412,903
  Accounts receivable, net..........................       1,131,251         1,237,746
  Prepaid expenses and other current assets.........         147,112           138,127
                                                         -----------       -----------
    Total current assets............................       1,631,310         1,788,776

Property and equipment, net.........................       1,253,565         1,180,254

Other assets .......................................         178,973           179,624
                                                         -----------       -----------

    Total assets....................................     $ 3,063,848       $ 3,148,654
                                                         ===========       ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable..................................     $   230,101       $   134,685
  Accrued expenses and other current liabilities....         214,121           254,565
  Deferred revenue..................................         584,187           541,933
  Current maturities of long-term debt..............         110,236            69,800
                                                         -----------       -----------
    Total current liabilities.......................       1,138,645         1,000,983
Long-term debt......................................         169,117            81,511
                                                         -----------       -----------
    Total liabilities...............................       1,307,762         1,082,494
                                                         -----------       -----------

Stockholders' equity:
  Preferred stock - $.00025 par value; authorized
   3,000,000 shares, issued and outstanding 416,667
   shares ($500,000 liquidation preference).........             104               104
  Common stock - $.00025 par value; authorized
   18,000,000 shares, issued and outstanding
   7,773,878 shares at December 31, 1999 and
   September 30, 1999...............................           1,944             1,944
  Additional paid-in capital........................       9,231,497         9,231,497
  Accumulated deficit...............................      (7,477,459)       (7,167,385)
                                                         -----------       -----------
    Stockholders' equity............................       1,756,086         2,066,160
                                                         -----------       -----------

    Total liabilities and stockholders' equity......     $ 3,063,848       $ 3,148,654
                                                         ===========       ===========
</TABLE>


                 See Notes to Consolidated Financial Statements


                                      -2-
<PAGE>

                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                                   (unaudited)

<TABLE>
<CAPTION>
                                                              For the Three Months Ended
                                                                     December 31,
                                                         ----------------------------------
                                                              1999                  1998
                                                              ----                  ----

<S>                                                      <C>                   <C>
Project revenues.................................        $  1,077,954          $    824,292
                                                          -----------           -----------
Cost and expenses:

    Cost of revenues.............................             705,413               560,761

    General and administrative expenses..........             318,144               376,967

    Sales and marketing expenses.................             349,827               241,317
                                                          -----------           -----------

Total cost and expenses..........................           1,373,384             1,179,045
                                                          -----------           -----------

Loss from operations.............................            (295,430)             (354,753)

Interest (expense) income - net..................              (4,644)                8,929
                                                          -----------           -----------

Net loss.........................................            (300,074)             (345,824)

Dividends on preferred stock.....................              10,000                10,000
                                                          -----------           -----------

Net loss applicable to common stock..............        $   (310,074)         $   (355,824)
                                                          ===========           ===========

Basic and diluted loss per common share..........        $      (0.04)         $      (0.05)
                                                          ===========           ===========

Weighted average number of common
  shares and dilutive common equivalent shares...           7,773,878             7,773,878
                                                          ===========           ===========
</TABLE>


                 See Notes to Consolidated Financial Statements



                                      -3-
<PAGE>


                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                      For the Three Months Ended
                                                                             December 31,
                                                                  ---------------------------------
                                                                       1999                1998
                                                                       ----                ----
<S>                                                               <C>                 <C>
Cash flows from operating activities:
  Net loss ..................................................     $   (300,074)       $   (345,824)
  Adjustments to reconcile net loss to net cash provided by
   (used in) operating activities:
    Depreciation and amortization............................          124,504             137,908
    Changes in operating assets and liabilities:
      Decrease (increase) in accounts receivable.............          106,495            (197,327)
      Increase in prepaid expenses and other current assets..           (8,985)            (17,584)
      Decrease in other assets...............................              651                 930
      Increase in accounts payable...........................           95,416              11,759
      (Decrease) increase in accrued expenses and other
         current liabilities.................................          (30,444)            128,687
      Increase (decrease) in deferred revenue................           42,254            (140,829)
                                                                   -----------         -----------
      Net cash provided by (used in) operating activities....           29,817            (422,280)
                                                                   -----------         -----------

Cash flows from investing activities:
  Purchases of property and equipment........................          (45,222)            (21,305)
                                                                   -----------         -----------
      Net cash used in investing activities..................          (45,222)            (21,305)
                                                                   -----------         -----------

Cash flows from financing activities:
  Payments under equipment lease obligations.................          (24,551)            (14,369)
  Dividends paid to preferred stockholders...................          (20,000)            (20,000)
                                                                   -----------         -----------
      Net cash used in financing activities..................          (44,551)            (34,369)
                                                                   -----------         -----------

Net decrease in cash and cash equivalents....................          (59,956)           (477,954)
Cash and cash equivalents at beginning of period.............          412,903           1,527,330
                                                                   -----------         -----------

Cash and cash equivalents at end of period...................     $    352,947        $  1,049,376
                                                                   ===========         ===========

Supplemental disclosures of cash flow information:
  Cash paid during the period for interest...................     $      5,022        $      1,694
                                                                   ===========         ===========

Supplemental schedule of noncash investing and financing
activities:
  Equipment purchased under capital lease obligation.........     $    152,593        $         --
                                                                   ===========         ===========
</TABLE>



                 See Notes to Consolidated Financial Statements


                                      -4-
<PAGE>

                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (unaudited)


Note 1 - Basis of Presentation:

        The  financial  statements  included  herein  have been  prepared by the
Company,  without audit, pursuant to the rules and regulations of the Securities
and Exchange  Commission.  Certain information and footnote disclosures normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such rules and
regulations.   These  consolidated   financial  statements  should  be  read  in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included  in the  Company's  Annual  Report on Form  10-KSB  for the year  ended
September 30, 1999.

        In the opinion of the Company's  management the  accompanying  unaudited
consolidated financial statements contain all adjustments,  consisting solely of
those which are of a normal  recurring  nature,  necessary to present fairly its
financial position as of December 31, 1999 and the results of its operations and
its cash flows for the three months ended December 31, 1999 and 1998.

        Interim results are not  necessarily  indicative of results for the full
fiscal year.

        Basic  loss per  common  share was  calculated  based  upon the net loss
available  to common  stockholders  divided by the  weighted  average  number of
shares of common stock  outstanding  during the period.  Diluted loss per common
share for the three months ended  December 31, 1999 and 1998 excludes the impact
of options  (1,192,370  as of December 31, 1999 and 1,268,750 as of December 31,
1998)  and  warrants  (66,667  as of  December  31,  1999 and  1998) as they are
antidilutive.

Note 2 - Stockholders' Equity:

        The  Company  has  416,667  shares  of  Series A  Preferred  Stock  (the
"Preferred  Stock")  outstanding.  The Preferred  Stock  provides for (i) voting
rights on an  as-converted  to Common  Stock  basis,  with  standard  protective
provisions;   (ii)  a  liquidation   preference   of  $1.20  per  share;   (iii)
anti-dilution  protection  and  price  protection  provisions;  (iv)  cumulative
dividends of $0.096 per share per annum,  payable out of funds legally available
for the payment of dividends and only upon declaration of dividends by the Board
of  Directors of the Company;  and (v)  registration  rights with respect to the
shares  of  Common  Stock  issuable  upon  conversion  of the  Preferred  Stock.
Dividends are payable in cash or in the Company's  Common Stock at the Company's
discretion.

        The Company has neither paid nor declared  dividends on its Common Stock
since its  inception  and does not plan to pay  dividends on its Common Stock in
the foreseeable  future. The Company expects that any earnings which the Company
may realize and which are not paid as dividends  to holders of  Preferred  Stock
will be retained to finance the growth of the Company.

                                      -5-
<PAGE>

                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (unaudited)


Note 3 - Financing:

        In December  1999,  the  Company  entered  into an  accounts  receivable
purchase agreement with a bank,  whereby,  the Company may assign up to $500,000
of eligible  accounts  receivable to the bank. The bank, in turn,  would advance
the  Company  up to  80%  of  the  assigned  accounts  receivable  amount.  Upon
collection by the bank, the balance of the assigned accounts receivable would be
remitted  to the Company net of the bank's  finance  charges and  administration
fees. No amounts have been assigned to the bank through  December 31, 1999. From
January 20, 2000 to February 10, 2000, the Company assigned accounts  receivable
of approximately  $387,000 to the bank. A 1.00%  administrative  fee of the face
amount of the  assigned  receivable  was  charged by the bank along with a 1.75%
finance charge per month of the average daily account balance outstanding.

Note 4 - Reclassification:

        Certain  reclassifications  have  been  made to the  December  31,  1998
statement of operations in order to conform to the current period presentation.






                                      -6-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

OVERVIEW

        Bio-Imaging  Technologies,  Inc.  ("Bio-Imaging"  or the "Company") is a
pharmaceutical  contract service  organization,  providing services that support
the product development process of the pharmaceutical, biotechnology and medical
device  industries.  The Company  specializes  in  assisting  its clients in the
design and management of the  medical-imaging  component of clinical  trials for
all  modalities  which  consist  of  computerized  tomography  ("CT"),  magnetic
resonance imaging ("MRI"),  x-rays, dual energy x-ray  absorptiometry  ("DEXA"),
position  emission  tomography  single photon emission  computerized  tomography
("PET SPECT") and ultrasound.  The Company  provides  services which include the
processing  and analysis of medical  images and the  data-basing  and regulatory
submission of medical images, quantitative data and text.

        The  Company's  sales  cycle (the period  from the  presentation  by the
Company to a potential  client to the  engagement of the Company by such client)
is generally twelve months.  In addition,  the contracts under which the Company
is engaged to perform  services  typically cover a period of 12 to 36 months and
the volume and type of services  performed by the Company  generally vary during
the  course  of a  project.  In an  effort to expand  its  client  base,  obtain
additional contracts and generate additional  revenues,  beginning in the fiscal
year ended  September  30, 1998,  the Company  increased its sales and marketing
efforts.  As of December 31, 1999,  the Company  believes that these efforts are
beginning to yield positive results. No assurance can be made that the Company's
project  revenues  will  increase to levels  required to achieve  profitability.
Although the Company  experienced a loss for the three months ended December 31,
1999, the Company's project revenues increased as compared to the same period in
the fiscal year ended September 30, 1999.  Project  revenues were generated from
29 clients encompassing 52 projects for the three months ended December 31, 1999
as compared to 17 clients encompassing 29 projects for the same period in Fiscal
1999.

        The Company believes that demand for its services and technologies  will
grow  during  the  longer  term  as the use of  digital  technologies  for  data
acquisition  and  management  increases in the  radiology  and drug  development
communities.  The  Company  also  believes  that there is a growing  recognition
within  the  bio-pharmaceutical  industry  regarding  the use of an  independent
centralized core laboratory for analysis of medical imaging data that is derived
from clinical trials and the rigorous  regulatory  requirements  relating to the
submission of this data. In addition,  the Food and Drug Administration  ("FDA")
is gaining  experience with electronic  submissions and is continuing to develop
guidelines  for  computerized  submission  of data,  including  medical  images.
Furthermore,  the increased use of digital  medical  images in clinical  trials,
especially for important drug classes such as anti-inflammatory,  neurologic and
oncologic  therapeutics and diagnostic  image agents,  generate large amounts of
image  data  that  will  require  processing,   analysis,  data  management  and
submission services. Due to several factors,  including,  without limitation, an
increase in competition, there can be no assurance that demand for the Company's
services and technologies will grow,  sustain growth, or that additional revenue
generating opportunities will be realized by the Company.



                                      -7-
<PAGE>

        Certain  matters  discussed  in this Form  10-QSB  are  "forward-looking
statements" intended to qualify for the safe harbors from liability  established
by the Private  Securities  Litigation  Reform Act of 1995. In  particular,  the
Company's  statements  regarding  the  demand  for the  Company's  services  and
technologies,  growing  recognition for the use of independent  centralized core
laboratories,  trends  toward the  outsourcing  of imaging  services in clinical
trials,  realized return from the Company's  marketing efforts and increased use
of  digital   medical   images  in   clinical   trials  are   examples  of  such
forward-looking  statements.  The  forward-looking  statements include risks and
uncertainties,  including, but not limited to, the timing of revenues due to the
variability in size, scope and duration of projects, regulatory delays, clinical
study results which lead to reductions or cancellations  of projects,  and other
factors, including general economic conditions and regulatory developments,  not
within the Company's  control.  The factors  discussed herein and expressed from
time  to  time  in the  Company's  filings  with  the  Securities  and  Exchange
Commission  could  cause  actual  results  and  developments  to  be  materially
different  from  those  expressed  in  or  implied  by  such   statements.   The
forward-looking  statements  are made only as of the date of this filing and the
Company  undertakes  no  obligation  to  publicly  update  such  forward-looking
statements to reflect subsequent events or circumstances.

RESULTS OF OPERATIONS

        Three Months Ended December 31, 1999 and 1998
        ---------------------------------------------

        Project  revenues  for the  quarters  ended  December  31, 1999  ("First
Quarter  of  Fiscal  2000")  and 1998  ("First  Quarter  of Fiscal  1999")  were
approximately   $1,078,000   and   $824,000,   respectively,   an   increase  of
approximately  $254,000, or 30.8%. The increase in project revenues is primarily
a result of the increase in the Company's sales and marketing  efforts initiated
in the fiscal year ended  September  30,  1998.  Project  revenues for the First
Quarter of Fiscal 2000 was derived from 29 clients  encompassing 52 projects and
project  revenues  for the First  Quarter  of Fiscal  1999 was  derived  from 17
clients encompassing 29 projects.  Project revenues generated from the Company's
client base continue to be highly concentrated. However, in the First Quarter of
Fiscal 2000, the Company's client base was less  concentrated  where two clients
represented approximately 34.6% of the Company's project revenues, while for the
comparable period last year, four clients represented approximately 65.3% of the
Company's project revenues. The Company's scope of work in both periods included
primarily medical imaging core laboratory  services and image-based  information
management services.

        Cost of revenues in each of the First  Quarter of Fiscal 2000 and Fiscal
1999  were  comprised  of  professional  salaries  and  benefits  and  allocated
overhead.  Cost of revenues for the First Quarter of Fiscal 2000 and Fiscal 1999
were  approximately  $705,000  and  $561,000,   respectively,   an  increase  of
approximately  $144,000, or 25.7%. This increase is primarily attributable to an
increase in staffing  levels  required for project  related  tasks for the First
Quarter of Fiscal 2000 as compared to the First Quarter of Fiscal 1999.





                                      -8-
<PAGE>

        The  difference  between  project  revenues  and  cost of  revenues  may
fluctuate as a percentage of project  revenues based on the utilization of staff
and the mix of  services  provided  by the  Company  to its  clients  during the
comparable  periods.  The increase in this  percentage  difference  in the First
Quarter  of Fiscal  2000 from the  comparable  period  in Fiscal  1999  resulted
primarily  from a higher  increase  in project  revenues as compared to a lesser
increase in project related costs.

        General  and  administrative  expenses  in each of the First  Quarter of
Fiscal 2000 and Fiscal 1999  consisted  primarily of  professional  salaries and
benefits,  depreciation and amortization,  professional and consulting services,
office rent and corporate  insurance.  General and administrative  expenses were
approximately  $318,000 in the First  Quarter of Fiscal  2000 and  approximately
$377,000 in the First  Quarter of Fiscal  1999.  The  decrease  during the First
Quarter  of  Fiscal  2000  of  approximately   $59,000,   or  15.6%,   from  the
corresponding   Fiscal  1999  quarter,   is  primarily   attributable   to  less
professional services associated with general corporate matters.

        Sales and marketing expenses in each of the First Quarter of Fiscal 2000
and Fiscal 1999 were comprised of direct sales and marketing costs, professional
salaries and benefits and allocated overhead.  Sales and marketing expenses were
approximately  $350,000 in the First  Quarter of Fiscal  2000 and  approximately
$241,000 in the First  Quarter of Fiscal  1999.  The  increase  during the First
Quarter  of  Fiscal  2000  of  approximately   $109,000,   or  45.2%,  from  the
corresponding  Fiscal 1999 quarter,  resulted primarily from expenses associated
with the appointment of a Vice President of Business Development in October 1999
along with an increase in the Company's marketing efforts.

        Total cost and expenses in each of the First  Quarter of Fiscal 2000 and
Fiscal 1999 consisted primarily of cost of revenues,  general and administrative
expenses and sales and marketing expenses.  The Company's cost and expenses were
approximately  $1,373,000 in the First Quarter of Fiscal 2000 and  approximately
$1,179,000  in the  corresponding  quarter  in Fiscal  1999.  Such  increase  of
approximately  $194,000,  or  16.5%,  is due  primarily  to an  increase  in the
Company's sales and marketing  efforts along with an increase in staffing levels
required for project related tasks offset by a decrease in professional services
associated with general corporate matters.

        Net interest expense of approximately $5,000 during the First Quarter of
2000, resulted from interest expense incurred in conjunction with long-term debt
and  equipment  lease  obligations  offset  in part by  interest  earned on cash
balances.  The Company had interest  income in the First  Quarter of 1999 due to
higher cash  balances  maintained  during the Fiscal 1999  period.  Net interest
income was approximately $9,000 in the First Quarter of Fiscal 1999.

        The Company's  net loss for the First Quarter of 2000 was  approximately
$300,000,  while the  Company  had a net loss of  approximately  $346,000 in the
First Quarter of 1999.  The Company's net loss for the First Quarter of 2000 was
attributable   primarily  to   insufficient   project  revenue  to  support  the
infrastructure of the Company.



                                      -9-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

        At December  31,  1999,  the Company  had cash and cash  equivalents  of
approximately  $353,000.  Working capital at December 31, 1999 was approximately
$493,000.

        Net cash  provided by operating  activities  was  approximately  $30,000
which  includes  changes  in  certain  of the  Company's  operating  assets  and
liabilities  and the net loss for the three months ended  December 31, 1999. The
net loss of  approximately  $300,000  was offset by  approximately  $125,000  of
depreciation  and  amortization  expense,  a decrease in accounts  receivable of
approximately  $106,000  during the First Quarter of Fiscal 2000  primarily as a
result of a decrease in unbilled  receivables during such period and an increase
in accounts payable of approximately $95,000.  Unbilled receivables are recorded
as revenue  recognized to date that has not been billed.  Certain amounts become
billable upon the achievement of milestones or in accordance with  predetermined
payment schedules.

        For the three months  ended  December  31,  1999,  the Company  invested
approximately  $45,000  in  capital  and  leasehold  improvements.  The  Company
currently  anticipates that capital expenditures for the remainder of the Fiscal
2000 will approximate $200,000. These expenditures represent additional upgrades
in the Company's networking, data storage and core laboratory capabilities along
with similar capital requirements for its European operations.

        In December 1999, the Company paid to the holders of its Preferred Stock
an aggregate  amount of $20,000,  which amount  represented  accrued  cumulative
dividends  for the period from July 1, 1999 through and  including  December 31,
1999.

        In December  1999,  the  Company  entered  into an  accounts  receivable
purchase agreement with a bank,  whereby,  the Company may assign up to $500,000
of eligible  accounts  receivable to the bank. The bank, in turn,  would advance
the  Company  up to  80%  of  the  assigned  accounts  receivable  amount.  Upon
collection by the bank, the balance of the assigned accounts receivable would be
remitted  to the Company net of the bank's  finance  charges and  administration
fees. No amounts have been assigned to the bank through  December 31, 1999. From
January 20, 2000 to February 10, 2000, the Company assigned accounts  receivable
of approximately  $387,000 to the bank. A 1.00%  administrative  fee of the face
amount of the  assigned  receivable  was  charged by the bank along with a 1.75%
finance charge per month of the average daily account balance outstanding.

        In August 1999, the Company  entered into an agreement with a bank for a
revolving line of credit of up to $500,000 collaterized by the Company's assets.
Interest  is  payable  at 1.50% over the  bank's  prime  rate of  interest.  The
agreement  requires the Company,  among other things, to maintain minimum levels
of tangible net worth and certain minimum financial ratios. In October 1999, the
bank notified the Company that it would not make any advances under the existing
line of credit until the Company provides  sufficient  evidence  satisfactory to
the bank of an improvement in the Company's  operating,  financial and liquidity
position.  At such  time,  the bank may  consider  permitting  further  advances
pursuant  to the loan  agreement.  At  December  31,  1999,  the  Company had no
borrowings under the line of credit.



                                      -10-
<PAGE>

        In February 2000, the Company entered into an equipment lease obligation
consisting of monthly  installments of $3,258, which includes interest at a rate
of 10.53%,  through  January  2003.  The debt is  collateralized  by the related
equipment

        The  Company  anticipates  that  its cash  and  cash  equivalents  as at
December 31, 1999,  together  with  anticipated  cash from  operations,  will be
sufficient to fund current working capital needs and capital requirements for at
least the next  twelve  months.  There can be no  assurance,  however,  that the
Company's operating results will achieve profitability on an annual basis in the
near future.  The  continuation of operating  losses and together with the risks
associated  with  the  Company's  ability  to gain  new  client  contracts,  the
variability of the timing of milestone payments on existing client contracts and
other  changes in the Company's  operating  assets and  liabilities,  may have a
material  adverse  affect  on the  Company's  future  liquidity.  In  connection
therewith,  the Company may need to raise additional  capital in the foreseeable
future from equity or debt sources in order to implement its business,  sales or
marketing  plans,  take advantage of unanticipated  opportunities  (such as more
rapid expansion,  acquisitions of complementary businesses or the development of
new services),  to react to unforeseen difficulties (such as the decrease in the
demand for the Company's  services or the timing of revenues due to a variety of
factors   previously   discussed)  or  to  otherwise  respond  to  unanticipated
competitive pressures.  There can be no assurance that additional financing will
be available, if at all, on terms acceptable to the Company.

        The Company's 2000 operating plan contains assumptions regarding revenue
and  expenses.  The  achievement  of the operating  plan depends  heavily on the
timing of work performed by the Company on existing  projects and the ability of
the Company to gain and perform  work on new  projects.  Delays in the timing of
work  performed  by the Company on existing  projects  or the  inability  of the
Company to gain and perform work on new projects could have an adverse impact on
the Company's  ability to execute its operating plan and maintain  adequate cash
flow. In the event actual results do not meet the operating  plan, the Company's
management believes it could execute contingency plans to mitigate such effects.
Such plans include additional  financing,  to the extent available,  through the
revolving line of credit agreement and accounts  receivable  purchase  agreement
discussed  above.  In addition,  in December  1999,  the members of the Board of
Directors of the Company,  in their  individual  capacities,  committed up to an
aggregate  amount totaling  $100,000 in the form of a short-term  loan,  through
October  1, 2000,  if needed by the  Company.  Considering  the cash on hand and
based on the achievement of the operating plan and management's actions taken to
date,  management believes it has the ability to continue to generate sufficient
cash to satisfy its  operating  requirements  in the normal  course of business.
However,  no assurance can be given that  sufficient cash will be generated from
operations.




                                      -11-
<PAGE>

YEAR 2000 COMPLIANCE

        The Company's management information systems department has reviewed and
tested the Company's  internal  business systems for Year 2000  compliance.  The
Company  believes  that,  based on the results of such review and  testing,  the
Company's  internal business systems,  including its computer systems,  are Year
2000 compliant.  In addition, the Company receives imaging data derived from the
computer  systems of its clients,  which data or software may or may not be Year
2000 compliant. The Company currently requires its clients to represent that the
data-sets sent to the Company are Year 2000 compliant.

        Although  the  Company  has  not  experienced  any  Year  2000  problems
subsequent to January 1, 2000 relating to the  Company's  internal  business and
computer systems or any imaging data received from its clients,  failure of such
computer  systems to properly address the Year 2000 problem may adversely affect
the  Company's  business,  financial  condition,  results of  operations or cash
flows.

        The  Year  2000  disclosures  discussed  above  are  based  on  numerous
expectations  which are subject to  uncertainties.  Certain risk  factors  which
could have a material adverse effect on the Company's  results of operations and
financial condition include but are not limited to: failure to identify critical
systems  which will  experience  failures,  errors in the  remediation  efforts,
inability to obtain new  replacements  for  non-compliant  systems or equipment,
general  economic  downturn  relating to Year 2000  failures in the U.S.  and in
other  countries,  failures in global banking  systems and capital  markets,  or
extended  failures by public and private  utility  companies or common  carriers
supplying services to the Company.





                                      -12-
<PAGE>

                           PART II. OTHER INFORMATION.
                           ---------------------------

ITEM 5.        OTHER INFORMATION.

        NEW U.S. IMAGE PROCESSING CENTER AND CORPORATE HEADQUARTERS

        On  September  22,  1999,  the Company  executed a lease  agreement  for
approximately   17,000   square  feet  of  office  space   located  in  Newtown,
Pennsylvania.  The lease is for an initial term of five years and two months and
provides for a fixed base rent of approximately $26,000 per month with an annual
inflation  increase.  The Company moved to its new offices on December 30, 1999.

        EXECUTIVE OFFICER RESIGNATION

        On January 17,  2000,  Robert J.  Phillips,  the former Vice  President,
Chief Financial  Officer and Secretary of the Company,  tendered his resignation
to the Company to be effective January 31, 2000. As of January 31, 2000, Mark L.
Weinstein, the current President and Chief Executive of the Company, assumed the
responsibilities  of Chief  Financial  Officer of the  Company,  in  addition to
serving as President and Chief Executive Officer,  and he will also serve as the
principal  executive  and  financial  officer of the Company.  As of January 31,
2000,  Maria T. Kraus,  the current  Controller  of the Company,  was  appointed
Assistant  Secretary of the Company and will serve as the  principal  accounting
officer of the Company.

        EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

        On January 20, 2000, the Company executed a renewed Employment Agreement
with Mr.  Weinstein which became effective on February 1, 2000 for a term of two
(2) years (the "Employment Agreement").  Pursuant to the terms of the Employment
Agreement,  the Company has agreed to pay Mr. Weinstein an annual base salary of
$190,000,  and such  base  salary  shall be  reviewed  annually  by the Board of
Directors of the Company and may be subject to adjustment  at the  discretion of
the Board of Directors.  Mr. Weinstein is also eligible to receive,  in addition
to standard  Company  benefits and certain  perquisites,  bonuses and  incentive
compensation, the amount of which are to be determined by the Board of Directors
of the Company in its sole discretion.

        APPOINTMENT OF DIRECTOR

        On  January  18,  2000,  David M.  Stack was  appointed  to the Board of
Directors of the Company.  From May 1995 to December  1999,  Mr. Stack served as
the President and General Manager of Innovex Inc., a marketing  company offering
a full range of commercial solutions to clinical research companies.  From April
1993 to May 1995, Mr. Stack had been the Vice President of Business  Development
and Marketing for Immunomedics, Inc., a biopharmaceutical company focused on the
development,  manufacture,  and  commercialization  of  diagnostic  imaging  and
therapeutic  products for the detection  and treatment of cancer and  infectious
diseases.  From May 1992 to March  1993,  Mr.  Stack  had been the  Director  of
Business Development and Planning for Infectious Disease,  Oncology and Virology
of Roche Laboratories. Prior to that, he held various other positions with Roche
Laboratories  for  approximately  11  years,  and was a  retail  pharmacist  for
approximately 3 years after graduating from college.



                                      -13-
<PAGE>

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K.

        (a)    Exhibits.

               Exhibit No.          Description of Exhibit
               -----------          ----------------------

                    10.1            Employment Agreement made by and between the
                                    Company  and Mark L.  Weinstein  dated as of
                                    January 20, 2000.

                    27              Financial Data Schedule

        (b)    Reports on Form 8-K.

               None.




                                      -14-
<PAGE>

                                   SIGNATURES



        In accordance with the  requirements  of the Securities  Exchange Act of
1934,  the  registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

                                       BIO-IMAGING TECHNOLOGIES, INC.



DATE:   February 14, 2000              By:/s/ Mark L. Weinstein
                                          -------------------------------------
                                           Mark L. Weinstein, President, Chief
                                           Executive Officer and Chief Financial
                                           Officer
                                           (Principal Executive Officer and
                                           Principal Financial Officer)



DATE:   February 14, 2000              By:/s/ Maria T. Kraus
                                          -------------------------------------
                                           Maria T. Kraus, Controller
                                           (Principal Accounting Officer)




                                      -15-