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

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

                                   FORM 10-QSB

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

                For the quarterly period ended December 31, 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 January 31, 2001:

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

Common Stock, $.00025 par value                        8,190,545

     Transitional Small Business Disclosure Format (check one):

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


<PAGE>

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

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

                                                                           Page

PART I.  FINANCIAL INFORMATION.

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

           CONSOLIDATED BALANCE SHEETS
           as of December 31, 2000 and
           September 30, 2000 (unaudited).................................   2

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

           CONSOLIDATED STATEMENTS OF CASH FLOWS
           For the Three Months Ended December 31, 2000 and 1999
           (unaudited)....................................................   4

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

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

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

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

PART II. OTHER INFORMATION.

      Item 5.      Other Information......................................  12

      Item 6.      Exhibits and Reports on Form 8-K.......................  12

SIGNATURES................................................................  13


                                      - 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 so 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,
2000.

     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>

                                                                      December 31,         September 30,
                                                                          2000                  2000
                                                                      ------------         -------------
                                      ASSETS
<S>                                                                 <C>                  <C>
Current assets:
   Cash and cash equivalents................................        $       661,155      $       491,048
   Accounts receivable, net.................................              1,278,309            1,627,457
   Prepaid expenses and other current assets................                311,155              234,201
                                                                     --------------       --------------
     Total current assets...................................              2,250,619            2,352,706

Property and equipment, net.................................              1,202,819            1,292,344

Other assets ...............................................                260,365              261,762
                                                                     --------------       --------------

     Total assets...........................................        $     3,713,803      $     3,906,812
                                                                     ==============       ==============

                          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable.........................................        $       267,193      $       321,113
   Accrued expenses and other current liabilities...........                142,557              229,354
   Deferred revenue.........................................              1,648,864            1,707,681
   Current maturities of long-term debt.....................                154,914              150,796
                                                                     --------------       --------------
     Total current liabilities..............................              2,213,528            2,408,944
Long-term debt..............................................                123,837              164,139
                                                                     --------------       --------------
     Total liabilities......................................              2,337,365            2,573,083
                                                                     --------------       --------------

Stockholders' equity:
   Preferred stock - $.00025 par value; authorized
    3,000,000 shares, issued and outstanding 416,667
    shares ($500,000 liquidation preference) at
    December 31, 2000 and September 30, 2000................                    104                  104
   Common stock - $.00025 par value; authorized
    18,000,000 shares, issued and outstanding
    7,773,878 shares at December 31, 2000 and
    September 30, 2000......................................                  1,944                1,944
   Additional paid-in capital...............................              9,231,497            9,231,497
   Accumulated deficit......................................             (7,857,107)          (7,899,816)
                                                                     --------------       --------------
     Stockholders' equity...................................              1,376,438            1,333,729
                                                                     --------------       --------------

     Total liabilities and stockholders' equity.............        $     3,713,803      $     3,906,812
                                                                     ==============       ==============
</TABLE>



                 See Notes to Consolidated Financial Statements


                                      -2-
<PAGE>


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                          For the Three Months Ended
                                                                                 December 31,
                                                                    ------------------------------------
                                                                            2000                 1999
                                                                            ----                 ----
<S>                                                                 <C>                  <C>
Project revenues............................................        $     1,775,140      $     1,077,954
                                                                     --------------       --------------

Cost and expenses:

    Cost of revenues........................................                983,233              705,413

    General and administrative expenses.....................                339,016              318,144

    Sales and marketing expenses............................                392,253              349,827
                                                                      -------------       --------------

Total cost and expenses.....................................              1,714,502            1,373,384
                                                                      -------------       --------------

Income (loss) from operations...............................                 60,638             (295,430)

Interest expense - net......................................                 (7,929)              (4,644)
                                                                     --------------       --------------

Net income (loss)...........................................                 52,709             (300,074)

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

Net income (loss) applicable to common stock................        $        42,709      $      (310,074)
                                                                     ==============       ==============

Basic and diluted income (loss) per common share............        $          0.01      $         (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 CASH FLOWS
                      -------------------------------------
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                         For the Three Months Ended
                                                                                 December 31,
                                                                    ------------------------------------
                                                                              2000                 1999
                                                                              ----                 ----

<S>                                                                 <C>                  <C>
Cash flows from operating activities:
   Net income (loss) ..........................................     $        52,709      $      (300,074)
   Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
     Depreciation and amortization.............................             131,261              124,504
     Changes in operating assets and liabilities:
       Decrease in accounts receivable.........................             349,148              106,495
       Increase in prepaid expenses and other current assets...             (76,954)              (8,985)
       Decrease in other assets................................               1,397                  651
       (Decrease) increase in accounts payable.................             (43,920)              95,416
       Decrease in accrued expenses and other
          current liabilities..................................             (86,797)             (30,444)
       (Decrease) increase in deferred revenue.................             (58,817)              42,254
                                                                     --------------       --------------
       Net cash provided by operating activities...............             268,027               29,817
                                                                     --------------       --------------

Cash flows from investing activities:
   Purchases of property and equipment.........................             (41,736)             (45,222)
                                                                     --------------       --------------
       Net cash used in investing activities...................             (41,736)             (45,222)
                                                                     --------------       --------------

Cash flows from financing activities:
   Payments under equipment lease obligations..................             (36,184)             (24,551)
   Dividends paid to preferred stockholders....................             (20,000)             (20,000)
                                                                     --------------       --------------
       Net cash used in financing activities...................             (56,184)             (44,551)
                                                                     --------------       --------------

Net increase (decrease) in cash and cash equivalents...........             170,107              (59,956)
Cash and cash equivalents at beginning of period...............             491,048              412,903
                                                                     --------------       --------------

Cash and cash equivalents at end of period.....................     $       661,155      $       352,947
                                                                     ==============       ==============

Supplemental disclosures of cash flow information:
   Cash paid during the period for interest....................     $         7,929      $         5,022
                                                                     ==============       ==============

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




                 See Notes to Consolidated Financial Statements


                                       -4-
<PAGE>

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

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


Note 1 - Basis of Presentation:

     The financial statements included herein have been prepared by the Company,
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such rules and
regulations.   These  consolidated   financial  statements  should  be  read  in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included  in the  Company's  Annual  Report on Form  10-KSB  for the year  ended
September 30, 2000.

     In the  opinion of the  Company's  management  the  accompanying  unaudited
consolidated financial statements contain all adjustments,  consisting solely of
those which are of a normal  recurring  nature,  necessary to present fairly its
financial position as of December 31, 2000 and the results of its operations and
its cash flows for the three months ended December 31, 2000 and 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  earnings  per
common share for the three months ended December 31, 2000 excludes the impact of
options (1,623,460) and warrants (66,667) as they are antidilutive. Diluted loss
per common  share for the three  months  ended  December  31, 1999  excludes the
impact of options (1,192,370) and warrants (66,667) as they are antidilutive.


Note 2 - Stockholders' Equity:

     The Company has 416,667  shares of Series A  Convertible  Preferred  Stock,
$.00025 par value per share (the "Series A Stock"), issued and outstanding.  The
Series A Stock  provides  for: (i) voting  rights on an  as-converted  to common
stock,  $.00025 par value per share (the "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 annum,  payable out of funds  legally  available for the
payment of dividends and only upon  declaration of the Board of Directors of the
Company;  and (v) registration rights with respect to the shares of Common Stock
issuable upon conversion of the Series A 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.




                                      -5-
<PAGE>


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

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


Note 3 - Long-term Debt:

     In December 1999, the Company entered into an accounts receivable financing
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.  Under the
agreement,  the Bank may advance the Company up to 80% of the assigned  accounts
receivable amount.  Although the agreement is contractually renewable each year,
it is cancelable by the Bank at any time. During the three months ended December
31, 2000,  the Company did not assign any accounts  receivable  to the bank.  At
December 31, 2000, the Company had no borrowings  under the accounts  receivable
financing agreement.

Note 4 - Recently Issued Accounting Standards:

     In December  1999,  the  Securities  and Exchange  Commission  issued Staff
Accounting  Bulletin  No. 101 ("SAB  101"),  Revenue  Recognition  in  Financial
Statements.  SAB 101 provides  guidance for revenue  recognition  under  certain
circumstances.  The  accounting  and  disclosures  prescribed by SAB 101 will be
effective  for the fourth  quarter of fiscal  year 2001.  The  Company  does not
believe  that the  application  of SAB 101 will  have a  material  impact on its
financial position or results of operations.

Note 5 - Subsequent Event:

     On January 2, 2001,  the Company  elected to convert the 416,667  shares of
its  Series A Stock  held of record by  Investment  Partners  of  America,  L.P.
("IPA")  into  416,667  shares of its Common  Stock.  The shares of Common Stock
issued upon conversion of the Series A Stock were issued to the designees of IPA
and have certain piggy-back  registration  rights. The Company has satisfied any
and all obligations with respect to cumulative  dividends on the Series A Stock.
The Company has not and will not receive any consideration for the conversion of
the Series A Stock. The Company has not and will not receive any of the proceeds
from  any  sales  of  such  shares  of  Common  Stock  by IPA or its  designees.
Subsequent to the conversion,  the Company has no issued and outstanding  shares
of Series A Stock.





                                      -6-
<PAGE>

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

OVERVIEW

     Bio-Imaging  Technologies,  Inc.  ("Bio-Imaging"  or  the  "Company")  is a
pharmaceutical  contract service  organization,  providing services that support
the product development process of the pharmaceutical, biotechnology and medical
device  industries.  The Company  specializes  in  assisting  its clients in the
design and management of the  medical-imaging  component of clinical  trials for
all modalities  which consist of  computerized  tomography,  magnetic  resonance
imaging, x-rays, dual energy x-ray absorptiometry,  position emission tomography
single photon  emission  computerized  tomography  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.  A new division of the  Company,  Bio-Imaging  ETC, is focused on
education, training and certification for medical-imaging equipment,  facilities
and staff.

     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
performs 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.  No assurance  can be made that the  Company's  project  revenues  will
increase to levels  required to maintain  profitability.  Project  revenues were
generated  from 36 clients  encompassing  66 projects for the three months ended
December  31, 2000 as compared to 29 clients  encompassing  52 projects  for the
three months ended  December 31, 1999.  This  represents an increase of 24.1% in
clients and 26.9% in projects for the three  months  ended  December 31, 2000 as
compared  to  the  three  months  ended   December  31,  1999.   The   Company's
contracted/committed  backlog was  approximately  $17,129,000 as of December 31,
2000 as compared  to  approximately  $12,300,000  as of December  31,  1999,  an
increase  of 39.3%.  Contracted/committed  backlog as of January 31,  2001,  was
approximately $18,300,000. Contracted/committed backlog is the amount of revenue
that remains to be earned and recognized on signed and agreed to contracts. Such
contracts are subject to termination by the Company's clients at any time.

     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 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




                                      -7-
<PAGE>

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

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

     Project  revenues for the quarters ended December 31, 2000 ("First  Quarter
of Fiscal 2001") and 1999 ("First  Quarter of Fiscal  2000") were  approximately
$1,775,000 and $1,078,000,  respectively,  an increase of approximately $697,000
or 64.7%. The increase in project revenues is primarily a result of the increase
in the Company's sales and marketing  efforts initiated in the fiscal year ended
September 30, 1998.  Project  revenues for the First Quarter of Fiscal 2001 were
derived from 36 clients  encompassing  66 projects and project  revenues for the
First  Quarter  of Fiscal  2000 were  derived  from 29 clients  encompassing  52
projects.  Project revenues generated from the Company's client base continue to
be  highly  concentrated.   Two  clients  encompassing  5  projects  represented
approximately 38.7% of the Company's project revenues for the three months ended
December  31,  2000,  while for the  comparable  period  last year,  two clients
encompassing 6 projects represented approximately 34.6% of the Company's project
revenues.  No other customers accounted for more than 10% of project revenues in
each of the First Quarter of Fiscal 2001 and Fiscal 2000. The Company's scope of
work in both periods included primarily medical-imaging core laboratory services
and image-based information management services.



                                      -8-
<PAGE>

     Cost of  revenues  in each of the First  Quarter of Fiscal  2001 and Fiscal
2000  were  comprised  of  professional  salaries  and  benefits  and  allocated
overhead.  Cost of revenues for the First Quarter of Fiscal 2001 and Fiscal 2000
were  approximately  $983,000  and  $705,000,   respectively,   an  increase  of
approximately  $278,000 or 39.4%. This increase is primarily  attributable to an
increase in staffing  levels  required for project  related  tasks for the First
Quarter of Fiscal 2001 as  compared  to the First  Quarter of Fiscal 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 increase in this  percentage  difference  in the First  Quarter of
Fiscal  2001  from the  First  Quarter  of Fiscal  2000  resulted  from a higher
increase in project revenues as compared to a lesser increase in project related
costs.

     General and administrative  expenses in each of the First Quarter of Fiscal
2001 and Fiscal 2000 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
$339,000 in the First Quarter of Fiscal 2001 and  approximately  $318,000 in the
First  Quarter of Fiscal 2000.  The increase  during the First Quarter of Fiscal
2001 of  approximately  $21,000,  or 6.6%,  from the  corresponding  Fiscal 2000
quarter, is primarily attributable to more professional services associated with
general corporate matters.

     Sales and  marketing  expenses in each of the First  Quarter of Fiscal 2001
and Fiscal 2000 were comprised of direct sales and marketing costs, professional
salaries and benefits and allocated overhead.  Sales and marketing expenses were
approximately  $392,000 in the First  Quarter of Fiscal  2001 and  approximately
$350,000 in the First  Quarter of Fiscal  2000.  The  increase  during the First
Quarter  of  Fiscal  2001  of  approximately   $42,000,   or  12.0%,   from  the
corresponding  Fiscal 2000 quarter,  resulted primarily from expenses associated
with  increased  marketing  efforts  and  increased   attendance  at  additional
conferences.

     Total cost and  expenses  in each of the First  Quarter of Fiscal  2001 and
Fiscal 2000 consisted primarily of cost of revenues,  general and administrative
expenses and sales and marketing expenses.  The Company's cost and expenses were
approximately  $1,715,000 in the First Quarter of Fiscal 2001 and  approximately
$1,373,000  in the  corresponding  quarter  in Fiscal  2000.  This  increase  of
approximately  $342,000,  or 24.9%,  is due primarily to an increase in staffing
levels  required  for  project  related  tasks  along  with an  increase  in the
Company's sales and marketing efforts.

     Net interest  expense of  approximately  $8,000 during the First Quarter of
Fiscal  2001,  resulted  from  interest  expense  incurred in  conjunction  with
long-term  debt and  equipment  lease  obligations.  Net  interest  expense  was
approximately $5,000 in the First Quarter of Fiscal 2000.




                                      -9-
<PAGE>

     The  Company's  net  income  for the  First  Quarter  of  Fiscal  2001  was
approximately  $53,000,  while  the  Company  had a net  loss  of  approximately
$300,000 in the First  Quarter of Fiscal 2000.  The  Company's  net loss for the
First Quarter of 2000 was attributable primarily to insufficient project revenue
to support the infrastructure of the Company.

LIQUIDITY AND CAPITAL RESOURCES

     At  December  31,  2000,  the  Company  had cash and  cash  equivalents  of
approximately  $661,000.  Working capital at December 31, 2000 was approximately
$37,000.

     Net cash provided by operating activities was approximately  $268,000 which
includes  changes in certain of the Company's  operating assets and liabilities.
The net income of approximately  $52,000 and the decrease in accounts receivable
of approximately $349,000 was offset by a decrease in accrued expenses and other
current liabilities of approximately $87,000 and an increase in prepaid expenses
and other current assets of approximately $77,000.

     For the  three  months  ended  December  31,  2000,  the  Company  invested
approximately  $42,000  in  capital  and  leasehold  improvements.  The  Company
currently  anticipates that capital expenditures for the remainder of the Fiscal
2001 will be approximately  $350,000.  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  2000,  the  Company  paid  to the  holders  of its  Series  A
Convertible  Preferred  Stock  (the  "Series A Stock")  an  aggregate  amount of
$20,000,  which amount represented  accrued cumulative  dividends for the period
from July 1, 2000 through and including December 31, 2000.

     In December 1999, the Company entered into an accounts receivable financing
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.  Under the agreement,  the Bank may 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. Although the agreement is
contractually  renewable  each year,  it is  cancelable by the Bank at any time.
During the three months ended  December 31, 2000, the Company did not assign any
accounts  receivable to the Bank.  At December 31, 2000,  the Company had repaid
its borrowings and had a $0 balance with 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 the 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.




                                      -10-
<PAGE>

In  October  1999,  the Bank  notified  the  Company  that it would not make any
advances under the existing line of credit until the Company provides sufficient
evidence  satisfactory to the Bank of an improvement in the Company's operating,
financial and liquidity position. At such time, the Bank may consider permitting
further advances pursuant to the loan agreement.

     The Company  anticipates  that its cash and cash equivalents as at December
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 Company's  recent history 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 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 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.  Project cancellation,  or
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 accounts receivable financing agreement discussed
above.  In addition,  in November 2000, 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, 2001, 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  $661,000  and  $384,000 as of
December 31, 2000 and January 31, 2001, respectively.





                                      -11-
<PAGE>

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


ITEM 5.     OTHER INFORMATION.

     On January 2, 2001,  the Company  elected to convert the 416,667  shares of
its  Series A Stock  held of record by  Investment  Partners  of  America,  L.P.
("IPA") into  416,667  shares of its common  stock,  $.00025 par value per share
(the "Common  Stock").  The shares of Common Stock issued upon conversion of the
Series A Stock were issued to the  designees of IPA and have certain  piggy-back
registration  rights.  The Company has  satisfied any and all  obligations  with
respect to cumulative  dividends on the Series A Stock.  The Company has not and
will not receive any consideration for the conversion of the Series A Stock. The
Company has not and will not receive any of the proceeds  from any sales of such
shares of Common Stock by IPA or its  designees.  Subsequent to the  conversion,
the Company has no issued and outstanding shares of Series A Stock.

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

      (a)   Exhibits.

            None.

      (b)   Reports on Form 8-K.

            None.



                                      -12-
<PAGE>

                                   SIGNATURES



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

                                         BIO-IMAGING TECHNOLOGIES, INC.



DATE: February 13, 2001                  By: /s/ Mark L. Weinstein
                                            ------------------------------------
                                             Mark L. Weinstein, President, Chief
                                             Executive Officer and Chief
                                             Financial Officer
                                             (Principal Executive Officer and
                                             Principal Financial Officer)



DATE: February 13, 2001                  By: /s/ Maria T. Kraus
                                            ------------------------------------
                                             Maria T. Kraus, Controller
                                             (Principal Accounting Officer)




                                      -13-