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 June 30, 2000
                           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)


        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 June 30, 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 June 30, 2000 and
          September 30, 1999 (unaudited)..................................   2

          CONSOLIDATED STATEMENTS OF OPERATIONS
          For the Nine Months Ended June 30, 2000 and 1999
          (unaudited).....................................................   3

          CONSOLIDATED STATEMENTS OF OPERATIONS
          For the Three Months Ended June 30, 2000 and 1999
          (unaudited).....................................................   4

          CONSOLIDATED STATEMENTS OF CASH FLOWS
          For the Nine Months Ended June 30, 2000 and 1999
          (unaudited).....................................................   5

          NOTES TO CONSOLIDATED FINANCIAL
          STATEMENTS (unaudited)..........................................   6

     Item 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations........................   9

          Results of Operations...........................................  10

          Liquidity and Capital Resources.................................  14

PART II   OTHER INFORMATION

     Item 5.   Other Information..........................................  16

     Item 6.   Exhibits and Reports on Form 8-K...........................  16

SIGNATURES   .............................................................  17


                                     - 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
                           ---------------------------
                                   (unaudited)
<TABLE>
<CAPTION>
                                                             June 30,        September 30,
                                                               2000              1999
                                                           ------------      ------------
                                     ASSETS
<S>                                                        <C>               <C>
Current assets:
  Cash and cash equivalents.........................       $    134,464      $    412,903
  Accounts receivable, net..........................          2,208,906         1,237,746
  Prepaid expenses and other current assets.........            218,066           138,127
                                                            -----------       -----------
    Total current assets............................          2,561,436         1,788,776

Property and equipment, net.........................          1,382,961         1,180,254

Other assets .......................................            227,746           179,624
                                                            -----------       -----------

    Total assets....................................       $  4,172,143      $  3,148,654
                                                            ===========      ============

                          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Deferred revenue..................................       $  1,690,003      $    541,933
  Accounts payable..................................            322,798           134,685
  Accrued expenses and other current liabilities....            231,842           254,565
  Notes payable.....................................            294,689                 -
  Current maturities of long-term debt..............            146,364            69,800
                                                            -----------       -----------
    Total current liabilities.......................          2,685,696         1,000,983
Long-term debt......................................            207,655            81,511
                                                            -----------       -----------
    Total liabilities...............................          2,893,351         1,082,494
                                                            -----------       -----------

Stockholders' equity:
  Preferred stock - $.00025 par value; authorized
   3,000,000 shares, 416,667 issued and outstanding
   ($500,000 liquidation preference)................                104               104
  Common stock - $.00025 par value; authorized
   18,000,000 shares, 7,773,878 shares issued and
   outstanding at June 30, 2000 and September 30,
   1999.............................................              1,944             1,944
  Additional paid-in capital........................          9,231,497         9,231,497
  Accumulated deficit...............................         (7,954,753)       (7,167,385)
                                                            -----------       -----------
    Stockholders' equity............................          1,278,792         2,066,160
                                                            -----------       -----------

    Total liabilities and stockholders' equity......       $  4,172,143      $  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 Nine Months Ended
                                                                       June 30,
                                                        ------------------------------------
                                                              2000                  1999
                                                              ----                  ----

<S>                                                     <C>                  <C>
Project revenues.................................       $     4,105,911      $     3,185,245
                                                          -------------        -------------

Cost and expenses:

    Cost of revenues.............................             2,705,862            1,871,242

    General and administrative expenses..........               963,965            1,078,644

    Sales and marketing expenses.................             1,138,621              749,196
                                                          -------------        -------------

Total cost and expenses..........................             4,808,448            3,699,082
                                                          -------------        -------------

Loss from operations.............................              (702,537)            (513,837)

Interest (expense) income - net..................               (54,831)              11,147
                                                          -------------        -------------

Net loss.........................................              (757,368)            (502,690)

Dividends on preferred stock.....................                30,000               30,000
                                                          -------------        -------------

Net loss applicable to common stock..............       $      (787,368)     $      (532,690)
                                                          =============        =============

Basic and diluted loss per common share..........       $         (0.10)     $         (0.07)
                                                          =============        =============

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 OPERATIONS
                      -------------------------------------
                                   (unaudited)

<TABLE>
<CAPTION>
                                                              For the Three Months Ended
                                                                       June 30,
                                                        ------------------------------------
                                                              2000                  1999
                                                              ----                  ----

<S>                                                     <C>                  <C>
Project revenues....................................    $     1,565,412      $     1,032,485
                                                          -------------        -------------

Cost and expenses:

    Cost of revenues................................          1,053,363              676,454

    General and administrative expenses.............            342,553              313,768

    Sales and marketing expenses....................            442,215              267,668
                                                          -------------        -------------

Total cost and expenses.............................          1,838,131            1,257,890
                                                          -------------        -------------

Loss from operations................................           (272,719)            (225,405)

Interest expense - net..............................            (34,475)              (1,971)
                                                          --------------       --------------

Net loss............................................           (307,194)            (227,376)

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

Net loss applicable to common stock.................    $      (317,194)     $      (237,376)
                                                          =============        =============

Basic and diluted loss per common share.............    $         (0.04)     $         (0.03)
                                                          =============        =============

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


                 See Notes to Consolidated Financial Statements


                                      -4-
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                      For the Nine Months Ended
                                                                               June 30,
                                                                   -------------------------------
                                                                        2000             1999
                                                                        ----             ----
<S>                                                                <C>               <C>
Cash flows from operating activities:

  Net loss ..................................................      $   (757,368)     $   (502,690)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation and amortization............................           400,371           409,468
    Changes in operating assets and liabilities:
      Increase in accounts receivable........................          (971,160)         (808,311)
      Increase in prepaid expenses and other current assets..           (79,939)          (25,231)
      (Increase) decrease in other assets....................           (48,122)              930
      Increase (decrease) in deferred revenue................         1,148,070          (135,060)
      Increase in accounts payable...........................           188,113            17,327
      (Decrease) increase in accrued expenses and other
      current liabilities....................................           (12,723)           21,151
                                                                    -----------      ------------

      Net cash used in operating activities..................          (132,758)       (1,022,416)
                                                                    -----------      ------------

Cash flows from investing activities:

  Purchases of property and equipment........................          (296,214)          (96,627)
  Cash paid for business acquisition.........................                 -            (2,535)
                                                                    -----------      ------------
      Net cash used in investing activities..................          (296,214)          (99,162)
                                                                    -----------      ------------

Cash flows from financing activities:

  Payments under equipment lease obligations and notes
    payable..................................................          (643,699)          (50,964)
  Dividends paid to preferred stockholders...................           (40,000)          (40,000)
  Proceeds from notes payable................................           834,232           110,000
                                                                    -----------      ------------
      Net cash provided by financing activities..............           150,533            19,023
                                                                    -----------      ------------

Net decrease in cash and cash equivalents....................          (278,439)       (1,102,542)

Cash and cash equivalents at beginning of period.............           412,903         1,527,330
                                                                    -----------      ------------

Cash and cash equivalents at end of period...................      $    134,464      $    424,788
                                                                    ===========       ===========

Supplemental disclosures of cash flow information:
  Cash paid during the year for interest.....................      $     48,377      $      5,995
                                                                    ===========       ===========

Supplemental Schedule of noncash investing and financing
activities:
  Equipment purchased under capital lease obligations........      $    306,864      $         --
                                                                    ===========        ==========
</TABLE>


                 See Notes to Consolidated Financial Statements

                                      -5-
<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 June 30, 2000,  the results of its  operations for the
three-month  and  nine-month  periods  ended June 30, 2000 and 1999 and its cash
flows for the nine-month periods ended June 30, 2000 and June 30, 1999.

     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  exclude the impact of preferred  stock and options  (1,445,775 as of June
30, 2000 and 1,374,465 as of June 30, 1999) and warrants  (66,667 as of June 30,
2000 and June 30, 1999) as they are antidilutive.



                                      -6-
<PAGE>

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

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


Note 1 - Basis of Presentation: (continued)

     The  computation of basic loss per common share and diluted loss per common
share were as follows:
<TABLE>
<CAPTION>
                                           Nine Months Ended                Three Months Ended
                                                 June 30,                          June 30,
                                      ----------------------------     ---------------------------
                                          2000             1999            2000            1999
                                      -----------      -----------     -----------     -----------
<S>                                   <C>              <C>             <C>             <C>
Net loss.........................     $  (757,368)     $  (502,690)    $  (307,194)    $  (227,376)

Dividends on preferred stock.....          30,000           30,000          10,000          10,000
                                       ----------       ----------      ----------      ----------

Net loss applicable
  to common stock - basic........     $  (787,368)     $  (532,690)    $  (317,194)    $  (237,376)
                                       ----------       ----------      ----------      ----------

Dilutive dividends on preferred
  stock..........................               --               --              --              --
                                       ----------       ----------      ----------      ----------

Net loss applicable
  to common stock - diluted......     $  (787,368)     $  (532,690)    $  (317,194)    $  (237,376)
                                       ----------       ----------      ----------      ----------

Denominator:

Weighted average number of
  common shares..................       7,773,878        7,773,878       7,773,878       7,773,878
Basic loss per
  common share...................     $     (0.10)     $     (0.07)    $     (0.04)    $     (0.03)
                                       ==========       ==========      ==========      ==========

Denominator:

Weighted average number of
  common shares..................       7,773,878        7,773,878       7,773,878       7,773,878
Common share equivalents of
  outstanding stock options and
  warrants.......................              --               --              --              --
Common share equivalents of
  dilutive outstanding preferred
  stock..........................              --               --              --              --
                                       ----------       ----------      ----------      ----------

Total shares.....................       7,773,878        7,773,878       7,773,878       7,773,878
                                       ----------       ----------      ----------      ----------

Diluted loss per
  common share...................     $     (0.10)     $     (0.07)    $     (0.04)    $     (0.03)
                                       ==========       ==========      ==========      ==========
</TABLE>


                                      -7-
<PAGE>

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

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


Note 2 - Stockholders' Equity:

     The Company has 416,667 shares of Series A Convertible 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.

Note 3 - Financing:

     In December 1999, the Company entered into an accounts  receivable purchase
agreement with Silicon Valley Bank (the "Bank"), whereby, the Company may assign
up to $500,000 of eligible  accounts  receivable to the Bank. In March 2000, the
Bank  increased the eligible  accounts  receivable to  $1,000,000.  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.  For the nine months ended June 30, 2000, the Company
assigned accounts  receivable in total of approximately  $1,145,000 to the Bank.
At June 30, 2000, the Company had a payable balance of approximately $295,000 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.



                                      -8-
<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.  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 nine months ended June 30, 2000,  the  Company's  project  revenues
increased as compared to the same period in the fiscal year ended  September 30,
1999  ("Fiscal   1999").   Project  revenues  were  generated  from  38  clients
encompassing  79 projects for the nine months ended June 30, 2000 as compared to
32 clients  encompassing  59 projects for the same period in Fiscal  1999.  This
represents  an increase of 18.8% in clients and an increase of 33.9% in projects
for the nine months ended June 30, 2000 as compared to the same period in Fiscal
1999. The Company's  contracted/committed  backlog was approximately $13,500,000
as of June 30,  2000 as compared to  approximately  $13,400,000  as of March 31,
2000,  approximately  $12,300,000  as of  December  31,  1999 and  approximately
$7,054,000 as of September 30, 1999.  Contracted/committed  backlog as of August
9,  2000 was  approximately  $17,300,000.  Contracted/committed  backlog  is the
amount of revenue that  remains to be earned on signed and agreed to  contracts.
Such  contracts are subject to  termination by the Company or its clients at any
time or for any reason.

     The Company  believes  that demand for its services and  technologies  will
grow  during  the  long-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



                                      -9-
<PAGE>

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.

     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,  duration and cancellation 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

     Nine Months Ended June 30, 2000 and 1999
     ----------------------------------------

     Project  revenues  for the nine  months  ended June 30,  2000 and 1999 were
approximately   $4,106,000  and   $3,185,000,   respectively,   an  increase  of
approximately  $921,000 or 28.9%. Project revenues in the nine months ended June
30, 2000 and 1999 were derived from 38 clients  encompassing  79 projects and 32
clients  encompassing  59  projects,   respectively.   Two  clients  represented
approximately  30.7% of the Company's project revenues for the nine months ended
June 30, 2000.  For the  comparable  period last year,  two clients  represented
approximately  29.7% of the Company's project revenues.  The increase in project
revenues  is  primarily  a result of the  increase  in the number of clients and
projects for which the Company was engaged to perform  services.  This  increase
resulted  primarily  from the  increase  in the  Company's  sales and  marketing
efforts over the past year. The Company's scope of work in both periods included
medical imaging core laboratory services and image-based  information management
services.



                                      -10-
<PAGE>

     Cost of  revenues  for the nine  months  ended June 30,  2000 and 1999 were
comprised of professional salaries and benefits and allocated overhead.  Cost of
revenues  for the nine months  ended June 30,  2000 and 1999 were  approximately
$2,706,000 and $1,871,000,  respectively,  an increase of approximately $835,000
or 44.6%.  This  increase is  attributable  to an  increase  in staffing  levels
required for project  related  tasks for the nine months ended June 30, 2000 and
in anticipation of work to be performed on new contracts as compared to the same
period in the prior year.

     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 decrease in this percentage in the nine months ended June 30, 2000
from the  comparable  period in Fiscal 1999  resulted  from a lower  increase in
project revenues as compared to higher project related costs which was primarily
attributable  to the Company  increasing  its  staffing  levels  during the nine
months ended June 30, 2000 to support its existing contracts and in anticipation
of future business.

     General and  administrative  expenses in each of the nine months ended June
30, 2000 and 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
$964,000 in the nine months ended June 30, 2000 and approximately  $1,079,000 in
the nine months ended June 30, 1999.  The decrease  during the nine months ended
June 30, 2000 of approximately $115,000, or 10.7%, from the corresponding Fiscal
1999 period, is primarily  attributable to less professional services associated
with general corporate matters.

     Sales and marketing expenses in each of the nine months ended June 30, 2000
and 1999 were  comprised  of  direct  sales and  marketing  costs,  professional
salaries and benefits and allocated overhead.  Sales and marketing expenses were
approximately   $1,139,000   in  the  nine  months   ended  June  30,  2000  and
approximately  $749,000 in the  corresponding  Fiscal 1999 period.  The increase
during the nine months ended June 30, 2000 of approximately  $390,000, or 52.1%,
from the  corresponding  Fiscal 1999  period,  resulted  from an increase in the
Company's  expenses  associated with increased  marketing  efforts,  conferences
attendance and the  appointment  of a Vice President of Business  Development in
October 1999.

     Total cost and  expenses in each of the nine months ended June 30, 2000 and
1999  consisted  primarily  of  cost of  revenues,  general  and  administrative
expenses and sales and marketing expenses.  The Company's cost and expenses were
approximately   $4,808,000   in  the  nine  months   ended  June  30,  2000  and
approximately  $3,699,000  in the  corresponding  period  in Fiscal  1999.  Such
increase of approximately  $1,109,000, or 30.0%, 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.



                                      -11-
<PAGE>

     Net interest expense of approximately  $55,000 during the nine months ended
June 30, 2000,  resulted from  interest  expense  incurred in the  assignment of
accounts  receivable and interest  expense incurred in connection with long-term
debt and equipment lease  obligations  offset in part by interest earned on cash
balances. The Company had interest income in the nine months ended June 30, 1999
due to higher cash balances  maintained  during the Fiscal 1999 period offset in
part  by  interest   expense   incurred  in  connection   with  equipment  lease
obligations.  Net interest income was  approximately  $11,000 in the nine months
ended June 30, 1999.

     The  Company's  net loss  for the  nine  months  ended  June  30,  2000 was
approximately $757,000, while the Company had net loss of approximately $503,000
in the nine months  ended June 30,  1999.  The  Company's  net loss for the nine
months ended June 30, 2000 was  attributable  primarily to insufficient  project
revenue to support the infrastructure of the Company.

     Three Months Ended June 30, 2000 and 1999
     -----------------------------------------

     Project  revenues for the quarters  ended June 30, 2000 ("Third  Quarter of
Fiscal  2000") and 1999  ("Third  Quarter of Fiscal  1999")  were  approximately
$1,565,000 and $1,032,000,  respectively,  an increase of approximately $533,000
or 51.6%.  Project  revenues in the Third Quarter of Fiscal 2000 and Fiscal 1999
were  derived  from  33  clients   encompassing   60  projects  and  26  clients
encompassing 49 projects,  respectively.  Two clients represented  approximately
39.5% of the  Company's  project  revenues  for the three  months ended June 30,
2000. For the comparable period last year, two clients represented approximately
32.1% of the Company's  project  revenues.  The increase in project  revenues is
primarily a result of the  increase in the number of clients  and  projects  for
which the  Company  was  engaged to perform  services.  This  increase  resulted
primarily  from the increase in the Company's  sales and marketing  efforts over
the past year.  The  Company's  scope of work in both periods  included  medical
imaging  core  laboratory  services  and  image-based   information   management
services.

     Cost of  revenues  in each of the Third  Quarter of Fiscal  2000 and Fiscal
1999  were  comprised  of  professional  salaries  and  benefits  and  allocated
overhead.  Cost of revenues for the Third Quarter of Fiscal 2000 and Fiscal 1999
were  approximately  $1,053,000  and  $676,000,  respectively,  an  increase  of
approximately $377,000 or 55.8%. This increase is attributable to an increase in
staffing  levels  required for project  related  tasks for the Third  Quarter of
Fiscal 2000 and in  anticipation  of work to be  performed  on new  contracts as
compared to the Third Quarter of Fiscal 1999.

     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 decrease in this  percentage  in the Third  Quarter of Fiscal 2000
from the Third Quarter of Fiscal 1999 resulted from a lower  increase in project
revenues  as  compared  to higher  project  related  costs  which was  primarily
attributable  to the Company  increasing  its staffing  levels  during the three
months ended June 30, 2000 to support its existing contracts and in anticipation
of future business.



                                      -12-
<PAGE>

     General and administrative  expenses in each of the Third 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
$343,000 in the Third Quarter of Fiscal 2000 and  approximately  $314,000 in the
Third Quarter of Fiscal 1999. The increase of approximately $29,000, or 9.2%, is
primarily attributable to relocation costs associated with the Vice President of
Operations.

     Sales and  marketing  expenses in each of the Third  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  $442,000 in the Third  Quarter of Fiscal  2000 and  approximately
$268,000 in the Third Quarter of Fiscal 1999. The increase  during Third Quarter
of Fiscal 2000 of approximately  $174,000,  or 64.9%,  from the Third Quarter of
Fiscal 1999, resulted from an increase in the Company's expenses associated with
increased  marketing  efforts,  conferences  attendance and the appointment of a
Vice President of Business Development in October 1999.

     Total cost and  expenses  in each of the Third  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  $1,838,000 in the Third Quarter of Fiscal 2000 and  approximately
$1,258,000 in the Third Quarter of Fiscal 1999.  Such increase of  approximately
$580,000,  or 46.1%,  is primarily due 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  $34,000 during the Third Quarter of
Fiscal 2000,  resulted  from  interest  expense  incurred in the  assignment  of
accounts  receivable and interest expense incurred in conjunction with long-term
debt and equipment lease  obligations.  Net interest  expense was  approximately
$2,000 in the Third  Quarter of Fiscal  1999  resulting  from  interest  expense
incurred  in  connection  with  equipment  lease  obligations  offset in part by
interest earned on cash balances.

     The   Company's  net  loss  for  the  Third  Quarter  of  Fiscal  2000  was
approximately  $307,000  as  compared  to  approximately  $227,000  in the Third
Quarter of Fiscal 1999.  The  Company's net loss for the Third Quarter of Fiscal
2000 was primarily  attributable to insufficient  project revenue to support the
infrastructure of the Company.  The Company increased staffing levels during the
Third  Quarter of Fiscal 2000 in  anticipation  of work to be  performed  on new
contracts signed in the Third Quarter of Fiscal 2000.




                                      -13-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     At  June  30,  2000,   the  Company  had  cash  and  cash   equivalents  of
approximately  $134,000.  The  working  capital  deficit  at June  30,  2000 was
approximately $124,000.

     Net cash used in operating  activities  was  approximately  $133,000  which
includes  changes in certain of the Company's  operating  assets and liabilities
and the net loss for the  nine  months  ended  June  30,  2000.  The net loss of
approximately  $757,000  and the increase in accounts  payable of  approximately
$971,000 was offset by  approximately  $400,000 of depreciation and amortization
expense  and an  increase  in  accounts  payable  of  approximately  $1,148,000.
Accounts  receivable  increased  primarily as a result of the timing  difference
between billings and cash receipts at June 30, 2000.

     For the nine months ended June 30, 2000, the Company invested approximately
$296,000  in  capital  and  leasehold   improvements.   The  Company   currently
anticipates  that capital  expenditures for the remainder of Fiscal 2000 will be
approximately  $50,000.  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 June 2000,  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  January 1, 2000 through and  including  June 30,
2000.

     In December 1999, the Company entered into an accounts  receivable purchase
agreement  with  Silicon  Valley Bank  ("Silicon  Valley  Bank" or the  "Bank"),
whereby,  the Company may assign up to $500,000 of eligible accounts  receivable
to the Bank. In March 2000, the Bank increased the eligible accounts  receivable
to  $1,000,000.  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. For the nine months ended June
30, 2000, the Company assigned accounts  receivable of approximately  $1,145,000
to  the  Bank.  At  June  30,  2000,  the  Company  had  a  payable  balance  of
approximately $295,000 to the Bank. At August 9, 2000, the Company had a payable
balance of approximately $372,000 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 Silicon Valley
Bank for a  revolving  line of credit of up to  $500,000  collateralized  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



                                      -14-
<PAGE>

position.  At such  time,  the Bank may  consider  permitting  further  advances
pursuant to the loan agreement.

     In December 1999,  February 2000 and April 2000,  the Company  entered into
equipment lease obligations consisting of monthly installments of $4,961, $3,258
and $1,878,  respectively,  which includes interest rates of 10.52%,  10.53% and
13.75%,  through  November  2002,  January 2003 and February  2003.  The debt is
collateralized by the related equipment.

     The Company  anticipates  that its cash and cash equivalents as at June 30,
2000, 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 and 2001 operating plans contain  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.  The Company's cash balance was approximately  $134,464 and $251,000
as of June 30, 2000 and August 9, 2000, respectively.


                                      -15-
<PAGE>

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

ITEM 5.     OTHER INFORMATION.

     Effective as of July 1, 2000,  the Board of Directors  increased  the total
number of directors that  constitutes the entire Board of Directors from six (6)
directors to seven (7) directors. In addition, effective as of July 1, 2000, the
Board of Directors  elected Dr. Allan E.  Rubenstein,  M.D. to fill such vacancy
created by  increasing  the size of the Board of  Directors.  Dr.  Rubenstein is
board-certified in neurology and neuroimaging,  and he is currently the Chairman
of the  Board of both The  Cooper  Companies,  a NYSE  listed  medical  products
company, and University HeartScan, LLC, which is opening the first comprehensive
ultrafast CT cardiac  screening  program in Manhattan.  Dr. Rubenstein is also a
Clinical  Associate  Professor of Neurology at Mount Sinai/NYU Medical Center in
New York City. Previously, Dr. Rubenstein was the founder and CEO of a privately
held medical imaging company which he sold in 1987.




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

     (a)       Exhibits.

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

                   27        Financial Data Schedule.

     (b)       Reports on Form 8-K.

               None.





                                      -16-
<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: August 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: August 14, 2000                      By: /s/ Maria T. Kraus
                                                 ------------------------------
                                               Maria T. Kraus, Controller
                                               (Principal Accounting Officer)




                                      -17-