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 March 31, 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 March 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 March 31, 2000 (unaudited) and
          September 30, 1999..............................................   2

          CONSOLIDATED STATEMENTS OF OPERATIONS
          For the Six Months Ended March 31, 2000 and 1999
          (unaudited).....................................................   3

          CONSOLIDATED STATEMENTS OF OPERATIONS
          For the Three Months Ended March 31, 2000 and 1999
          (unaudited).....................................................   4

          CONSOLIDATED STATEMENTS OF CASH FLOWS
          For the Six Months Ended March 31, 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 4.   Submission of Matters to a Vote of Security Holders........  16

     Item 6.   Exhibits and Reports on Form 8-K...........................  17

SIGNATURES................................................................  18


                                      - 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>
                                                           March 31,      September 30,
                                                             2000             1999
                                                       ---------------   --------------
                                                         (unaudited)
                                     ASSETS

<S>                                                    <C>               <C>
Current assets:
  Cash and cash equivalents......................      $      82,144     $     412,903
  Accounts receivable, net.......................          1,788,503         1,237,746
  Prepaid expenses and other current assets......            146,243           138,127
                                                        ------------      ------------
    Total current assets.........................          2,016,890         1,788,776

Property and equipment, net......................          1,338,544         1,180,254

Other assets ....................................            180,935           179,624
                                                        ------------      ------------

    Total assets.................................      $   3,536,369     $   3,148,654
                                                        ============      ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Deferred revenue...............................      $     618,548     $     541,933
  Accounts payable...............................            377,553           134,685
  Accrued expenses and other current liabilities.            209,460           254,565
  Notes payable..................................            393,505                 -
  Current maturities of long-term debt...........            133,202            69,800
                                                        ------------      ------------
    Total current liabilities....................          1,732,268         1,000,983
Long-term debt...................................            208,115            81,511
                                                        ------------      ------------
    Total liabilities............................          1,940,383         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 March 31, 2000 and
   September 30, 1999............................              1,944             1,944
  Additional paid-in capital.....................          9,231,497         9,231,497
  Accumulated deficit............................         (7,637,559)       (7,167,385)
                                                        ------------      ------------
    Stockholders' equity.........................          1,595,986         2,066,160
                                                        ------------      ------------

    Total liabilities and stockholders' equity...      $   3,536,369     $   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 Six Months Ended
                                                                       March 31,
                                                         -----------------------------------
                                                              2000                  1999
                                                              ----                  ----

<S>                                                      <C>                  <C>
Project revenues.................................        $    2,540,499       $    2,152,760
                                                          -------------        -------------
Cost and expenses:

    Cost of revenues.............................             1,652,499            1,194,788

    General and administrative expenses..........               621,412              764,876

    Sales and marketing expenses.................               696,406              481,528
                                                          -------------        -------------

Total cost and expenses..........................             2,970,317            2,441,192
                                                          -------------        -------------

Loss from operations.............................              (429,818)            (288,432)

Interest (expense) income - net..................               (20,356)              13,118
                                                          -------------        -------------

Net loss.........................................              (450,174)            (275,314)

Dividends on preferred stock.....................                20,000               20,000
                                                          -------------        -------------

Net loss applicable to common stock..............        $     (470,174)      $     (295,314)
                                                          =============        =============

Basic and diluted loss per common share..........        $        (0.06)      $        (0.04)
                                                          =============        =============

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
                                                                       March 31,
                                                         -----------------------------------
                                                              2000                  1999
                                                              ----                  ----

<S>                                                      <C>                  <C>
Project revenues..................................       $    1,462,545       $    1,328,468
                                                          -------------        -------------
Cost and expenses:

    Cost of revenues..............................              947,086              634,027

    General and administrative expenses...........              303,268              387,909

    Sales and marketing expenses..................              346,579              240,211
                                                          -------------        -------------

Total cost and expenses...........................            1,596,933            1,262,147
                                                          -------------        -------------

(Loss) income from operations.....................             (134,388)              66,321

Interest (expense) income - net...................              (15,712)               4,189
                                                          -------------        -------------

Net (loss) income.................................             (150,100)              70,510

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

Net (loss) income applicable to common stock......       $     (160,100)      $       60,510
                                                          ==============       =============

Basic and diluted (loss) income per common share..       $        (0.02)      $         0.01
                                                          ==============       =============

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 Six Months Ended
                                                                            March 31,
                                                                 --------------------------------
                                                                      2000              1999
                                                                      ----              ----
<S>                                                              <C>               <C>
Cash flows from operating activities:
  Net loss .................................................     $    (450,174)    $    (275,314)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation and amortization...........................           258,159           273,774
    Changes in operating assets and liabilities:
      Increase in accounts receivable.......................          (550,757)         (925,427)
      Increase in prepaid expenses and other current assets.            (8,116)          (48,275)
      (Increase) decrease in other assets...................            (1,311)              930
      Increase (decrease) in deferred revenue...............            76,615          (118,740)
      Increase in accounts payable..........................           242,868            18,287
      (Decrease) increase in accrued expenses and other
      current liabilities...................................           (62,933)          105,333
                                                                  ------------      ------------
      Net cash used in operating activities.................          (495,649)         (969,432)
                                                                  ------------      ------------

Cash flows from investing activities:
  Purchases of property and equipment.......................          (164,585)          (48,223)
                                                                  ------------      ------------
      Net cash used in investing activities.................          (164,585)          (48,223)
                                                                  ------------      ------------

Cash flows from financing activities:
  Payments on equipment lease obligations and notes payable.          (282,539)          (31,695)
  Dividends paid to preferred stockholders..................           (20,000)          (20,000)
  Proceeds from notes payable...............................           632,014           110,000
                                                                  ------------      ------------
      Net cash provided by financing activities.............           329,475            58,305
                                                                  ------------      ------------

Net decrease in cash and cash equivalents...................          (330,759)         (959,350)

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

Cash and cash equivalents at end of period..................     $      82,144     $     567,980
                                                                  ============      ============

Supplemental disclosures of cash flow information:
  Cash paid during the year for interest....................     $      19,862     $       2,298
                                                                  ============      ============

Supplemental Schedule of noncash investing and financing
activities:
  Equipment purchased under capital lease obligations.......     $     251,864     $          --
                                                                  ============      ============
</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 March 31, 2000,  the results of its operations for the
three-month  and  six-month  periods  ended March 31, 2000 and 1999 and its cash
flows for the six-month periods ended March 31, 2000 and March 31, 1999.

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

     Basic earnings  (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 March 31, 2000 and six months ended March 31,
2000 and 1999 exclude the impact of preferred stock and options (1,430,775 as of
March 31, 2000 and  1,312,560 as of March 31,  1999) and warrants  (66,667 as of
March 31, 2000 and March 31, 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)  earnings  per common  share and diluted
(loss) earnings per common share were as follows:

<TABLE>
<CAPTION>
                                          Six Months Ended               Three Months Ended
                                              March 31,                       March 31,
                                    -----------------------------   -----------------------------
                                        2000             1999            2000            1999
                                    -----------      -----------     -----------     -----------
<S>                                 <C>              <C>             <C>             <C>
Net (loss) income................   $  (450,174)     $  (275,314)    $  (150,100)    $    70,510

Dividends on preferred stock.....        20,000           20,000          10,000          10,000
                                     ----------       ----------      ----------      ----------

Net (loss) income applicable
  to common stock - basic........   $  (470,174)     $  (295,314)    $  (160,100)    $    60,510
                                     ----------      -----------     -----------     -----------

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

Net (loss) income applicable
  to common stock - diluted......   $  (470,174)     $  (295,314)    $  (160,100)    $    60,510
                                     ----------       ----------      ----------      ----------

Denominator:

Weighted average number of
  common shares..................     7,773,878        7,773,878       7,773,878       7,773,878
Basic (loss) earnings
  per common share...............   $     (0.06)     $     (0.04)    $     (0.02)    $      0.01
                                     ==========       ==========      ==========      ==========

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) earnings per
  common share...............       $     (0.06)     $     (0.04)    $     (0.02)    $      0.01
                                    ===========       ==========      ==========      ==========
</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 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 six months ended March 31, 2000, the Company
assigned accounts receivable in total of approximately  $632,000 to the Bank. At
May 12, 2000, the Company had a payable balance of approximately  $85,000 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. As of
March 31, 2000,  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 six  months  ended  March 31,  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
33 clients  encompassing  70 projects for the six months ended March 31, 2000 as
compared to 25 clients  encompassing  39 projects  for the same period in Fiscal
1999.  This  represents an increase of 32.0% in clients and an increase of 79.5%
in  projects  for the six months  ended  March 31,  2000 as compared to the same
period  in  Fiscal  1999.   The  Company's   contracted/committed   backlog  was
approximately  $13,400,000  as of March 31, 2000 as  compared  to  approximately
$12,300,000 as of December 31, 1999 and approximately $7,054,000 as of September
30, 1999.  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  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


                                      -9-
<PAGE>

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 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

     Six Months Ended March 31, 2000 and 1999
     ----------------------------------------

     Project  revenues  for the six months  ended  March 31,  2000 and 1999 were
approximately   $2,540,000  and   $2,153,000,   respectively,   an  increase  of
approximately  $387,000 or 18.0%. Project revenues in the six months ended March
31, 2000 and 1999 were derived from 33 clients  encompassing  70 projects and 25
clients   encompassing  39  projects,   respectively.   One  client  represented
approximately  18.5% of the Company's  project revenues for the six months ended
March 31, 2000.  For the comparable  period last year,  two clients  represented
approximately  34.4% 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 six months  ended  March 31,  2000 and 1999 were
comprised of professional salaries and benefits and allocated overhead.  Cost of
revenues  for the six months  ended March 31,  2000 and 1999 were  approximately
$1,652,000 and $1,195,000,  respectively,  an increase of approximately $457,000
or 38.2%.  This  increase is  attributable  to an  increase  in staffing  levels
required for project  related  tasks for the six months ended March 31, 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  difference  in the six months ended
March 31, 2000 from the  comparable  period in Fiscal 1999 resulted from a lower
increase in project revenues as compared to a higher increase in project related
costs.  In addition,  the Company  increased its staffing  levels during the six
months  ended  March  31,  2000  to  support  its  existing   contracts  and  in
anticipation of future business.

     General and  administrative  expenses in each of the six months ended March
31, 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
$621,000 in the six months  ended March 31, 2000 and  approximately  $765,000 in
the six months  ended March 31, 1999.  The decrease  during the six months ended
March 31, 2000 of approximately $144,000 or 18.8%, 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 six months ended March 31, 2000
and 1999 were  comprised  of  direct  sales and  marketing  costs,  professional
salaries and benefits and allocated overhead.  Sales and marketing expenses were
approximately  $696,000 in the six months ended March 31, 2000 and approximately
$482,000 in the  corresponding  fiscal 1999 period.  The increase during the six
months  ended  March 31,  2000 of  approximately  $214,000,  or 44.4%,  from the
corresponding  fiscal 1999 period,  resulted  from an increase in the  Company's
marketing  efforts and from expenses  associated  with the appointment of a Vice
President of Business Development in October 1999.

     Total cost and  expenses in each of the six months ended March 31, 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   $2,970,000   in  the  six  months   ended  March  31,  2000  and
approximately  $2,441,000  in the  corresponding  period  in Fiscal  1999.  Such
increase of approximately $529,000, or 21.7%, 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  $20,000 during the six months ended
March 31, 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  offset in part by interest earned on cash
balances. The Company had interest income in the six months ended March 31, 1999
due to higher  cash  balances  maintained  during the Fiscal  1999  period.  Net
interest  income was  approximately  $13,000 in the six months  ended  March 31,
1999.

     The  Company's  net  loss  for the six  months  ended  March  31,  2000 was
approximately $450,000, while the Company had net loss of approximately $275,000
in the six months  ended  March 31,  1999.  The  Company's  net loss for the six
months ended March 31, 2000 was attributable  primarily to insufficient  project
revenue to support the infrastructure of the Company.

     Three Months Ended March 31, 2000 and 1999
     ------------------------------------------

     Project  revenues for the quarters ended March 31, 2000 ("Second Quarter of
Fiscal  2000") and 1999  ("Second  Quarter of Fiscal  1999") were  approximately
$1,463,000 and $1,328,000,  respectively, an increase of approximately $135,000,
or 10.2%.  Project revenues in the Second Quarter of Fiscal 2000 and Fiscal 1999
were  derived  from  30  clients   encompassing   56  projects  and  23  clients
encompassing 34 projects,  respectively. Three clients represented approximately
37.4% of the  Company's  project  revenues  for the three months ended March 31,
2000.  For  the   comparable   period  last  year,   five  clients   represented
approximately  71.5% 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 Second  Quarter of Fiscal 2000 and Fiscal
1999  were  comprised  of  professional  salaries  and  benefits  and  allocated
overhead. Cost of revenues for the Second Quarter of Fiscal 2000 and Fiscal 1999
were  approximately  $947,000  and  $634,000,   respectively,   an  increase  of
approximately $313,000 or 49.4%. This increase is attributable to an increase in
staffing  levels  required for project  related tasks for the Second  Quarter of
Fiscal 2000 and in  anticipation  of work to be  performed  on new  contracts as
compared to the Second 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  difference in the Second  Quarter of
Fiscal  2000 from the  Second  Quarter  of  Fiscal  1999  resulted  from a lower
increase in project revenues as compared to a higher increase in project related
costs. In addition,  the Company  increased its staffing levels during the three
months  ended  March  31,  2000  to  support  its  existing   contracts  and  in
anticipation of future business.



                                      -12-
<PAGE>

     General and administrative expenses in each of the Second 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
$303,000 in the Second Quarter of Fiscal 2000 and approximately  $388,000 in the
Second Quarter of Fiscal 1999. The decrease of approximately  $85,000, or 21.9%,
is primarily  attributable to less professional services associated with general
corporate matters.

     Sales and marketing  expenses in each of the Second  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  $347,000 in the Second  Quarter of Fiscal 2000 and  approximately
$240,000  in the Second  Quarter of Fiscal  1999.  The  increase  during  Second
Quarter of Fiscal  2000 of  approximately  $107,000,  or 44.6%,  from the Second
Quarter of Fiscal 1999,  resulted  from an increase in the  Company's  marketing
efforts and from expenses associated with the appointment of a Vice President of
Business Development in October 1999.

     Total cost and  expenses  in each of the Second  Quarter of Fiscal 2000 and
Fiscal 1999 consisted primarily of cost of revenues,  general and administrative
expenses,  sales and marketing  expenses and research and development  expenses.
The  Company's  cost and expenses  were  approximately  $1,597,000 in the Second
Quarter of Fiscal 2000 and  approximately  $1,262,000  in the Second  Quarter of
Fiscal 1999. Such increase of approximately $335,000, or 26.5%, is primarily 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  $16,000 during the Second 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  offset in part by interest earned on cash
balances.  The Company had interest  income in the Second Quarter of Fiscal 1999
due to higher cash balances  maintained  during the three months ended March 31,
1999.  Net interest  income was  approximately  $4,000 in the Second  Quarter of
Fiscal 1999.

     The  Company's  net  loss  for  the  Second  Quarter  of  Fiscal  2000  was
approximately  $150,000,  while the  Company  had net  income  of  approximately
$71,000 in the Second  Quarter of 1999.  The  Company's  net loss for the Second
Quarter  of Fiscal  2000 was  attributable  primarily  to  insufficient  project
revenue to support the  infrastructure  of the  Company.  The Company  increased
staffing levels during the Second Quarter of Fiscal 2000 in anticipation of work
to be performed on new contracts signed in the Second Quarter of Fiscal 2000.



                                      -13-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     At  March  31,  2000,  the  Company  had  cash  and  cash   equivalents  of
approximately  $82,000.  Working  capital  at March 31,  2000 was  approximately
$285,000.

     Net cash used in operating  activities  was  approximately  $496,000  which
includes  changes in certain of the Company's  operating  assets and liabilities
and the net  loss for the six  months  ended  March  31,  2000.  The net loss of
approximately  $450,000 was offset by approximately $258,000 of depreciation and
amortization  expense  and an  increase  in  accounts  payable of  approximately
$243,000. In addition,  accounts receivable increased by approximately  $551,000
primarily as a result of an increase in unbilled  receivables for the six months
ended March 31, 2000. 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 six months ended March 31, 2000, the Company invested approximately
$165,000  in  capital  and  leasehold   improvements.   The  Company   currently
anticipates that capital  expenditures for the remainder of the Fiscal 2000 will
approximate  $100,000.  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  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 six months ended March
31, 2000, the Company assigned accounts receivable of approximately  $632,000 to
the Bank. At March 31, 2000, the Company had a payable balance of  approximately
$411,000 to the Bank.  At May 12,  2000,  the  Company had a payable  balance of
approximately $85,000 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  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.  At
March 31,  2000,  the Company  had no  borrowings  under the line of credit.  In
October 1999,  the Bank notified the Company that it would not make any advances
under the



                                      -14-
<PAGE>

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.

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

     The Company  anticipates that its cash and cash equivalents as at March 31,
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 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.  As of May 12, 2000,  the Company's  cash balance was  approximately
$212,000.


                                      -15-
<PAGE>

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

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a)     The Annual Meeting of  Stockholders  of the  Company (the "Meeting") was
        held on February 25, 2000.

(b)     The following is a list of all of the  Directors of the Company who were
        elected  at the  Meeting  and whose  term of  office continued after the
        Meeting:
        Mark L. Weinstein
        Jeffrey H. Berg, Ph.D.
        Marc Berger
        David E. Nowicki, D.M.D.
        David M. Stack
        James A. Taylor, Ph.D.

(c)     There were  present  at the  Meeting,  in person or by proxy,  6,953,560
        shares of  Common  Stock out of a total  number of  7,773,878  shares of
        Common  Stock and  416,667  shares of  Preferred  Stock,  out of a total
        number of 416,667 shares of Preferred  Stock,  in each case,  issued and
        outstanding  and entitled to vote at the Meeting.  The holders of shares
        of Common Stock and Preferred  Stock voted together as a single class on
        all matters presented at the Meeting.

(d)     The  results  of the vote of the  stockholders  taken at the  Meeting by
        ballot and by proxy as  solicited  by the Company on behalf of the Board
        of Directors were as follows:

        (i)    The results of the vote taken at the Meeting for the  election of
               the  nominees  for the Board of  Directors of the Company were as
               follows:

            Nominee                             For                Withheld
            ---------------------------    -------------      -----------------

            Mark L. Weinstein                7,905,755              69,000
            Jeffrey H. Berg, Ph.D.           7,905,755              69,000
            Marc Berger                      7,905,755              69,000
            David E. Nowicki, D.M.D.         7,905,755              69,000
            David M. Stack                   7,905,755              69,000
            James A. Taylor, Ph.D.           7,905,755              69,000

        (ii)   A vote was taken on the  proposal  to ratify the  appointment  of
               Arthur  Andersen LLP as  independent  auditors of the Company for
               the fiscal year ending  September  30,  2000.  The results of the
               vote taken at the Meeting with respect to such  appointment  were
               as follows:

                          For               Against           Abstain
                     ---------------     -------------     -------------

                       7,911,055            45,300            18,400



                                      -16-
<PAGE>

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.





                                      -17-
<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:   May 15, 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:   May 15, 2000               By: /s/ Maria T. Kraus
                                      ------------------------------------------
                                      Maria T. Kraus, Controller
                                      (Principal Accounting Officer)


                                      -18-