SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 1999
                           Commission File No. 1-11182


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


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


830 Bear Tavern Road, West Trenton, New Jersey                      08628-1020
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                            (Zip Code)


                                 (609) 883-2000
                         ------------------------------
                           (Issuer's Telephone Number,
                              Including Area Code)


     Check  whether  the Issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

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


     State the number of shares  outstanding of each of the Issuer's  classes of
common stock, as of June 30, 1999:

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

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

     Transitional Small Business Disclosure Format (check one):

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

<PAGE>

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

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

                                                                            Page
                                                                            ----
PART I  FINANCIAL INFORMATION

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

             CONSOLIDATED BALANCE SHEETS
             as of June 30, 1999 (unaudited) and
             September 30, 1998.............................................  2

             CONSOLIDATED STATEMENTS OF OPERATIONS
             For the Nine Months Ended June 30, 1999 and 1998
             (unaudited)....................................................  3

             CONSOLIDATED STATEMENTS OF OPERATIONS
             For the Three Months Ended June 30, 1999 and 1998
             (unaudited)....................................................  4

             CONSOLIDATED STATEMENTS OF CASH FLOWS
             For the Nine Months Ended June 30, 1999 and 1998
             (unaudited)....................................................  5

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

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

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

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

PART II OTHER INFORMATION

        Item 5.   Other Information......................................... 17

        Item 6.   Exhibits and Reports on Form 8-K.......................... 18

SIGNATURES   ............................................................... 19


                                      - 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,
1998.

     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>
                                                           June 30,       September 30,
                                                             1999              1998
                                                       ---------------  -----------------
                                                         (unaudited)
                                     ASSETS
<S>                                                     <C>               <C>
Current assets:
  Cash and cash equivalents........................     $    424,788      $  1,527,330
  Accounts receivable, net.........................        1,434,687           626,376
  Prepaid expenses and other current assets........          109,978            84,747
                                                         -----------       -----------
    Total current assets...........................        1,969,453         2,238,453

Property and equipment, net........................        1,243,593         1,543,434

Other assets ......................................          208,305            32,235
                                                         -----------       -----------

    Total assets...................................     $  3,421,351      $  3,814,122
                                                         ===========      ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Deferred revenue.................................     $    510,010      $    522,605
  Accounts payable.................................          159,398           142,071
  Accrued expenses and other current liabilities...          337,214           261,063
  Current maturities of long-term debt.............           70,577            49,956
                                                         -----------       -----------
    Total current liabilities......................        1,077,199           975,695
Long-term debt.....................................           65,223            26,808
                                                         -----------       -----------
    Total liabilities..............................        1,142,422         1,002,503
                                                         -----------       -----------

Stockholders' equity:
  Preferred stock - $.00025 par value; authorized
   3,000,000 shares, 416,667 shares issued and
   outstanding ($500,000 liquidation preference)...              104               104
  Common stock - $.00025 par value; authorized
   18,000,000 shares, 7,773,878 shares issued and
   outstanding at June 30, 1999 and September 30,
   1998............................................            1,944             1,944
  Additional paid-in capital.......................        9,231,497         9,231,497
  Accumulated deficit..............................       (6,954,616)       (6,421,926)
                                                         -----------       -----------
    Stockholders' equity...........................        2,278,929         2,811,619
                                                         -----------       -----------

    Total liabilities and stockholders' equity.....     $  3,421,351      $  3,814,122
                                                         ===========       ===========
</TABLE>




                 See Notes to Consolidated Financial Statements


                                      -2-
<PAGE>
                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

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

<TABLE>
<CAPTION>
                                                               For the Nine Months Ended
                                                                       June 30,
                                                          ----------------------------------
                                                               1999                 1998
                                                               ----                 ----
<S>                                                      <C>                  <C>
Project revenues.................................        $   3,185,245        $   2,930,463
                                                          ------------         ------------
Cost and expenses:

    Cost of revenues.............................            1,871,242            1,478,528

    General and administrative expenses..........              905,345            1,120,269

    Sales and marketing expenses.................              749,196              800,257

    Research and development expenses............              173,299              194,729

    Non-recurring charges........................                   --              597,000
                                                          ------------         ------------

Total cost and expenses..........................            3,699,082            4,190,783
                                                          ------------         ------------

Loss from operations.............................             (513,837)          (1,260,320)

Interest income - net............................               11,147               71,434
                                                          ------------         ------------

Net loss.........................................             (502,690)          (1,188,886)

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

Net loss applicable to common stock..............        $    (532,690)       $  (1,218,886)
                                                          ============         ============

Basic loss per common share......................        $       (0.07)       $       (0.16)
                                                          ============         ============

Weighted average number of common
  shares.........................................            7,773,878            7,771,672
                                                          ============         ============

Diluted loss per common share....................        $       (0.07)       $       (0.16)
                                                          ============         ============

Weighted average number of common and dilutive
  common equivalent shares.......................            7,773,878            7,771,672
                                                          ============         ============
</TABLE>


                 See Notes to Consolidated Financial Statements


                                      -3-
<PAGE>


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

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

<TABLE>
<CAPTION>
                                                               For the Three Months Ended
                                                                        June 30,
                                                          ----------------------------------
                                                               1999                 1998
                                                               ----                 ----
<S>                                                      <C>                  <C>
Project revenues.................................        $    1,032,485       $      866,552
                                                          -------------        -------------

Cost and expenses:

    Cost of revenues.............................               676,454              515,807

    General and administrative expenses..........               256,850              356,173

    Sales and marketing expenses.................               267,668              274,160

    Research and development expenses............                56,918               55,420

    Non-recurring charges........................                    --               38,864
                                                          -------------        -------------

Total cost and expenses..........................             1,257,890            1,240,424
                                                          -------------        -------------

Loss from operations.............................              (225,405)            (373,872)

Interest (expense) income - net..................                (1,971)              21,803
                                                          -------------        -------------

Net loss.........................................              (227,376)            (352,069)

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

Net loss applicable to common stock..............        $     (237,376)      $     (362,069)
                                                          =============        =============

Basic loss per common share......................        $        (0.03)      $        (0.05)
                                                          =============        =============

Weighted average number of common
  shares.........................................             7,773,878            7,773,878
                                                          =============        =============

Diluted loss per common share....................        $        (0.03)      $        (0.05)
                                                          =============        =============

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


                 See Notes to Consolidated Financial Statements

                                      -4-
<PAGE>

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                    For the Nine Months Ended
                                                                             June 30,
                                                                   ----------------------------
                                                                       1999             1998
                                                                       ----             ----
<S>                                                             <C>                <C>
Cash flows from operating activities:
  Net loss ...............................................      $   (502,690)      $ (1,188,886)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation and amortization.........................           409,468            423,339
    Changes in operating assets and liabilities:
      (Increase) decrease in accounts receivable..........          (808,311)           363,798
      (Increase) decrease in prepaid expenses and other
      current assets......................................           (25,231)             1,757
      Decrease in other assets............................               930             34,841
      Decrease in deferred revenue........................          (135,060)          (159,875)
      Increase (decrease) in accounts payable.............            17,327             (2,188)
      Increase in accrued expenses and other current
        liabilities.......................................            21,151            257,574
                                                                 -----------        -----------
      Net cash used in operating activities...............        (1,022,416)          (269,640)
                                                                 -----------        -----------

Cash flows from investing activities:
  Purchases of property and equipment.....................           (96,627)          (198,585)
  Cash paid for business acquisition......................            (2,535)                --
                                                                 -----------        -----------
      Net cash used in investing activities...............           (99,162)          (198,585)
                                                                 -----------        -----------

Cash flows from financing activities:
  Payments under equipment lease obligations..............           (50,964)           (74,249)
  Dividends paid on preferred stock.......................           (40,000)           (40,285)
  Proceeds from notes payable.............................           110,000                 --
  Proceeds from exercise of stock options.................                --             15,899
                                                                 -----------        -----------
      Net cash provided by (used in) financing activities.            19,036            (98,635)
                                                                 -----------        -----------

Net decrease in cash and cash equivalents.................        (1,102,542)          (566,860)

Cash and cash equivalents at beginning of period..........         1,527,330          2,367,658
                                                                 -----------        -----------

Cash and cash equivalents at end of period................      $    424,788       $  1,800,798
                                                                 ===========        ===========

Supplemental disclosures of cash flow information:
  Cash paid during the period for interest................      $      5,995       $      1,619
                                                                 ===========        ===========
  Equipment purchased under capital lease obligation......      $         --       $     75,595
                                                                 ===========        ===========
</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, 1998.

     In the  opinion of the  Company's  management  the  accompanying  unaudited
consolidated financial statements contain all adjustments,  consisting solely of
those which are of a normal  recurring  nature,  necessary to present fairly its
financial  position as of June 30, 1999,  the results of its  operations for the
three-month  and  nine-month  periods  ended June 30, 1999 and 1998 and its cash
flows for the nine-month periods ended June 30, 1999 and June 30, 1998.

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

     Basic  loss  per  common  share  was  calculated  based  upon  the net loss
available  to common  stockholders  divided by the  weighted  average  number of
shares of common stock  outstanding  during the period.  Diluted loss per common
share for the  three-month  and nine-month  periods ended June 30, 1999 and 1998
exclude  the impact of  preferred  stock and  options  and  warrants as they are
antidilutive.





                                      -6-
<PAGE>
                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

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


Note 1 - Basis of Presentation: (continued)

     The  computation of basic loss per common share and diluted loss per common
share were as follows:
<TABLE>
<CAPTION>
                                         Nine Months Ended                Three Months Ended
                                              June 30,                          June 30,
                                   ------------------------------   -----------------------------
                                        1999             1998            1999            1998
                                   --------------   --------------  --------------  -------------
<S>                                <C>              <C>             <C>              <C>
Net loss.........................  $  (502,690)     $(1,188,886)    $  (227,376)     $  (352,069)

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

Net loss applicable
  to common stock - basic........  $  (532,690)     $(1,218,886)    $  (237,376)     $  (362,069)
                                    ----------       ----------      ----------       ----------

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

Net loss applicable
  to common stock - diluted......  $  (532,690)     $(1,218,886)    $  (237,376)     $  (362,069)
                                    ----------       ----------      ----------       ----------

Denominator:

Weighted average number of
  common shares..................    7,773,878        7,771,672       7,773,878        7,773,878

Basic loss per common share......  $     (0.07)     $     (0.16)    $     (0.03)     $     (0.05)
                                    ==========       ==========      ==========       ==========

Denominator:

Weighted average number of
  common shares..................    7,773,878        7,771,672       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        7,771,672       7,773,878        7,773,878
                                    ----------       ----------      ----------       ----------

Diluted loss per common share....  $     (0.07)     $     (0.16)    $     (0.03)     $     (0.05)
                                    ==========       ==========      ==========       ==========
</TABLE>


                                      -7-
<PAGE>
                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

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


Note 2 - Other Assets:

     In May 1999, the Company  acquired the operations of Bona Fide, Ltd. ("Bona
Fide") in a transaction  accounted for as a purchase.  Tangible  assets acquired
were $10,000 and  liabilities  assumed were  $187,465,  resulting in goodwill of
$180,000.  The  liabilities  assumed  primarily  represent  deferred  revenue of
$122,000  which the Company  expects to recognize as project  revenues  over the
duration  of the  client  contracts  which were  assumed  by the  Company in the
acquisition.  Goodwill is being amortized using a straight-line method over five
years.  In addition to the amount paid at closing,  additional  payments for the
acquisition  may be made  based  on  certain  revenues  being  achieved  for the
twelve-month  period ending on the first  anniversary of the closing date.  Such
amount may not exceed $50,000. The acquisition was not material to the Company's
consolidated financial position or results of operations.

Note 3 - Non-recurring Charges:

     The Company recorded non-recurring charges in Fiscal 1998 consisting of (i)
costs  associated  with  a  proxy  contest  and  related   litigation  and  (ii)
restructuring  and severance  expenses  related to the elimination of two former
business  divisions and the  resignation in December 1997 of a former  executive
officer.





                                      -8-
<PAGE>

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

OVERVIEW

     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.  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. In addition, with the
acquisition  of Bona Fide in May of 1999,  the Company also provides dual energy
x-ray absorptiometry ("DEXA") quality assurance and quality control ("QA/QC") to
the  pharmaceutical  and medical  device  industry  for studies  requiring  bone
densitometry as well as trials involving body composition measurements. Although
the Company  experienced a loss for the nine-month and three-month periods ended
June 30, 1999, the Company's project revenues  increased as compared to the same
periods last year. Project revenues were generated from 32 clients  encompassing
59 projects,  including five clients encompassing 13 projects for Bona Fide, for
the nine months  ended June 30, 1999 as compared to 24 clients  encompassing  41
projects for the same period last year.

     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  nine 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,  the Company increased its sales and
marketing  efforts  during the fiscal year ended  September 30, 1998. As of June
30,  1999,  the  Company  believes  that these  efforts are  beginning  to yield
positive  results.  No assurance can be made that the Company's project revenues
will increase to levels required to achieve profitability.

     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  United  States  Food  and  Drug
Administration  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 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,  or sustain  growth,  or that  additional
revenue generating opportunities will be realized by the Company.

                                      -9-
<PAGE>

     Certain  matters   discussed  in  the  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,  the risks
associated with integrating the business of Bona Fide with and into the Company,
and  other  factors,   including  general  economic  conditions  and  regulatory
developments, not within the Company's control. The factors discussed herein and
expressed  from time to time in the Company's  filings with the  Securities  and
Exchange Commission could cause actual results and developments to be materially
different  from  those  expressed  in  or  implied  by  such   statements.   The
forward-looking  statements  are made only as of the date of this filing and the
Company  undertakes  no  obligation  to  publicly  update  such  forward-looking
statements to reflect subsequent events or circumstances.

RESULTS OF OPERATIONS

     Nine months ended June 30, 1999 and 1998
     ----------------------------------------

     Project  revenues  for the nine  months  ended June 30,  1999 and 1998 were
approximately   $3,185,000  and   $2,930,000,   respectively,   an  increase  of
approximately  $255,000, or 8.7%. Project revenues in the nine months ended June
30,  1999 and 1998  were  derived  from 32  clients  encompassing  59  projects,
including  five clients  encompassing  13 projects for Bona Fide, and 24 clients
encompassing 41 projects,  respectively.  Two clients represented  approximately
29.7% of the Company's project revenues for the nine months ended June 30, 1999.
For the comparable period last year, two clients represented approximately 50.2%
of the Company's project revenues with one European client  representing  27.2%,
or $796,000, of 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  for the nine  months  ended June 30,  1999 and 1998 were
comprised of professional salaries and benefits and allocated overhead.  Cost of
revenues  for the nine months  ended June 30,  1999 and 1998 were  approximately
$1,871,000 and $1,479,000,  respectively, an increase of approximately $392,000,
or 26.5%.  This  increase is primarily  attributable  to an increase in staffing
levels  required  for project  related  tasks for the nine months ended June 30,
1999 as compared to the same period in the prior year.

     The difference  between project  revenues and cost of revenues for the nine
months  ended June 30,  1999  decreased  as a  percentage  to  project  revenues
compared to the nine months  ended June 30,  1998.  This is  primarily  due to a
higher gross profit  margin  generated  from work  performed on the one European
client,  which  represented  27.2% of project revenues for the nine months ended
June 30, 1998, compared to the gross profit margin generated from work

                                      -10-
<PAGE>

performed  on the  Company's  other  clients for the nine months  ended June 30,
1999.  The higher gross  margin  during the nine months ended June 30, 1998 also
resulted  from  the mix of  services  and the  fees  associated  with  the  work
performed by the Company for this  European  client.  In  addition,  the Company
increased  its  staffing  levels  during the nine months  ended June 30, 1999 to
support its existing contracts and in anticipation of future business.

     General and  administrative  expenses in each of the nine months ended June
30, 1999 and 1998  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
$905,000 in the nine months ended June 30, 1999 and approximately  $1,120,000 in
the nine months ended June 30, 1998.  The decrease  during the nine months ended
June 30, 1999 of approximately  $215,000,  or 19.2%,  from the nine months ended
June 30, 1998,  resulted  primarily  from the  elimination  of  expenditures  in
support of the former Marketing  Information  Services Division (the "MISD") and
Data  Management and  Information  Systems  Division (the "DMISD") and personnel
costs associated with former  executive  officers who resigned in December 1997.
Such personnel  costs were  independent of the  expenditures  that supported the
former MISD and DMISD divisions. This decrease was offset, in part, by personnel
costs  associated  with the  appointment of a new President and Chief  Executive
Officer after the three months ended December 31, 1997.

     Sales and marketing expenses in each of the nine months ended June 30, 1999
and 1998 were  comprised  of  direct  sales and  marketing  costs,  professional
salaries and benefits and allocated overhead.  Sales and marketing expenses were
approximately  $749,000 in the nine months ended June 30, 1999 and approximately
$800,000 in the nine months  ended June 30, 1998.  The decrease  during the nine
months  ended June 30, 1999 of  approximately  $51,000,  or 6.4%,  from the nine
months ended June 30, 1998,  resulted  primarily  from the decrease in personnel
costs associated with the Senior Vice President of Sales and Marketing  incurred
in the three months ended  December 31, 1997.  The  executive  officer that held
that position was  appointed  President  and Chief  Executive  Officer after the
three months ended  December 31, 1997.  These  personnel  costs are reflected in
general and administrative expenses for the nine months ended June 30, 1999.

     Research and development expenses in each of the nine months ended June 30,
1999 and 1998  consisted  of  professional  salaries  and  benefits and overhead
charged to research and development projects.  Research and development expenses
during the nine months ended June 30, 1999 and 1998 were approximately  $173,000
and $195,000,  respectively.  The decrease during the nine months ended June 30,
1999 of  approximately  $22,000,  or 11.3%,  from the nine months ended June 30,
1998,  resulted primarily from a decrease in resources dedicated to research and
development  projects.  Research  and  development  expenses in each of the nine
months ended June 30, 1999 and 1998 primarily focused on the formulation, design
and testing of product and process alternatives.

     During  the  nine  months  ended  June  30,  1998,  the  Company   recorded
non-recurring  charges  of  approximately  $597,000  consisting  of (i) costs of
approximately  $320,000  associated with a proxy contest and related  litigation
and (ii)  restructuring  and  severance  expenses  of  $277,000  related  to the
elimination  of two former  business  divisions and the  resignation in December
1997 of a former executive officer.

                                      -11-
<PAGE>

     In February  1998,  the Company and a shareholder  group engaged in a proxy
contest in an effort to,  among other  things,  elect  members of the  Company's
Board of Directors at the Annual  Meeting of  Stockholders  held on February 27,
1998. In  connection  with such proxy  contest and the related  litigation,  the
Company expended approximately $320,000 in the nine months ended June 30, 1998.

     In the nine months ended June 30, 1998, the Company recorded  restructuring
and  severance  expenses  of  $277,000.  This amount  consists of  restructuring
expenses of $105,000 and severance expenses of $172,000.

     In December 1997, the Company terminated two business  divisions,  the MISD
and the DMISD,  which were  established in October 1996. These divisions did not
meet the Company's expectations and the Company believed that its resources were
better  focused  on its core  clinical  trials  service  business.  The  Company
incurred  restructuring charges of approximately $105,000 which consisted of (i)
$38,000 of severance  costs paid to the former Senior Vice President and General
Manager  of the MISD and (ii)  $67,000  related to the  write-off  of assets and
costs  associated  with the  termination  of the MISD and  DMISD.  Each of these
charges has been  reflected in  non-recurring  charges for the nine months ended
June 30, 1998.

     In a separate  matter,  two executive  officers of the Company  resigned in
December  1997.  The Company  entered into a separation  agreement with one such
former  executive  officer.  The  Company  agreed to pay such  former  executive
officer  $127,000 in connection with the separation  agreement.  The Company has
not  entered,  and does not expect to enter,  into an  agreement  with the other
executive  officer  who  resigned  in  December  1997.  As  a  result  of  these
resignations, the Company recorded severance expenses of approximately $172,000.
Such expenses have been reflected in  non-recurring  charges for the nine months
ended June 30, 1998.

     Total cost and  expenses in each of the nine months ended June 30, 1999 and
1998  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 $3,699,000 in the nine months
ended  June  30,  1999 and  approximately  $3,594,000  (excluding  non-recurring
charges of approximately  $597,000) in the corresponding  period in fiscal 1998.
Such increase of approximately  $105,000, or 2.9%, is primarily  attributable to
an  increase  in  staffing  levels  for  project  related  tasks  offset  by the
elimination of  expenditures  in support of the former MISD and DMISD  divisions
and personnel costs  associated with former  executive  officers who resigned in
December 1997. Such personnel costs were  independent of the  expenditures  that
supported the former MISD and DMISD divisions.

     Net interest income of  approximately  $11,000 during the nine months ended
June 30, 1999, resulted from interest earned on cash balances,  offset, in part,
by interest expense  incurred in conjunction  with equipment lease  obligations.
The Company  earned less interest  income in the nine months ended June 30, 1999
than in the  nine  months  ended  June  30,  1998  due to  lower  cash  balances
maintained during the fiscal 1999 period.  Net interest income was approximately
$71,000 in the nine months ended June 30, 1998.

                                      -12-
<PAGE>

     The  Company's  net loss  for the  nine  months  ended  June  30,  1999 was
approximately  $503,000,  while  the  Company  had  net  loss  of  approximately
$1,189,000  in the nine months ended June 30, 1998.  The  Company's net loss for
the nine months ended June 30, 1999 was  attributable  primarily to insufficient
project revenue to support the infrastructure of the Company.

     Three Months Ended June 30, 1999 and 1998
     -----------------------------------------

     Project  revenues for the quarters  ended June 30, 1999 ("Third  Quarter of
Fiscal  1999") and 1998  ("Third  Quarter of Fiscal  1998")  were  approximately
$1,032,000 and $867,000, respectively, an increase of approximately $165,000, or
19.0%. Project revenues in the Third Quarter of Fiscal 1999 and Fiscal 1998 were
derived from 26 clients encompassing 49 projects,  including five clients for 13
projects for Bona Fide, and 20 clients  encompassing 29 projects,  respectively.
Two clients  represented  approximately  32.1% of the Company's project revenues
for the Third Quarter of Fiscal 1999.  For the Third Quarter of Fiscal 1998, two
clients represented  approximately  58.0% of the Company's project revenue.  The
increase in project revenues is primarily a result of the increase in the number
of clients and projects  for which the Company was engaged to perform  services.
This increase  resulted  primarily from the increase in the Company's  sales and
marketing  efforts  over  the past  year.  The  Company's  scope of work in both
periods  included  medical  imaging core  laboratory  services  and  image-based
information management services.

     Cost of  revenues  in each of the Third  Quarter of Fiscal  1999 and Fiscal
1998  were  comprised  of  professional  salaries  and  benefits  and  allocated
overhead.  Cost of revenues for the Third Quarter of Fiscal 1999 and Fiscal 1998
were  approximately  $676,000  and  $516,000,   respectively,   an  increase  of
approximately  $160,000, or 31.0%. This increase is primarily attributable to an
increase in staffing  levels  required for project  related  tasks for the three
months ended June 30, 1999 as compared to the same period in the prior year.

     The difference between project revenues and cost of revenues decreased as a
percentage to project  revenues for the Third Quarter of Fiscal 1999 compared to
the Third  Quarter of Fiscal  1998.  This was  primarily  due to an  increase in
staffing levels to support the Company's  existing contracts and in anticipation
of future business and the mix of services the Company was engaged to perform.

     General and administrative  expenses in each of the Third Quarter of Fiscal
1999 and Fiscal 1998 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
$257,000 in the Third Quarter of Fiscal 1999 and  approximately  $356,000 in the
Third Quarter of Fiscal 1998. The decrease of approximately  $99,000,  or 27.8%,
is primarily  attributable to less professional services associated with general
corporate matters.

     Sales and  marketing  expenses in each of the Third  Quarter of Fiscal 1999
and Fiscal 1998  remained  relatively  consistent  and were  comprised of direct
sales and  marketing  costs,  professional  salaries and benefits and  allocated
overhead.  Sales and marketing expenses were approximately $268,000 in the Third
Quarter of Fiscal 1999 and approximately $274,000 in the Third Quarter of Fiscal
1998, a decrease of approximately $6,000, or 2.2%.

                                      -13-
<PAGE>

     Research and  development  expenses in each of the Third  Quarter of Fiscal
1999 and Fiscal  1998  remained  relatively  consistent  and were  comprised  of
professional  salaries  and  benefits  and  overhead  charged  to  research  and
development  projects.  Research and  development  expenses  were  approximately
$57,000 in the Third  Quarter of Fiscal  1999 and  approximately  $55,000 in the
Third  Quarter of Fiscal 1998,  an increase of  approximately  $2,000,  or 3.6%.
Research and  development  expenses in each of the Third  Quarter of Fiscal 1999
and Fiscal  1998  primarily  focused on the  formulation,  design and testing of
product and process alternatives.

     In February  1998,  the Company and a shareholder  group engaged in a proxy
contest in an effort to,  among other  things,  elect  members of the  Company's
Board of Directors at the Annual  Meeting of  Stockholders  held on February 27,
1998. In  connection  with such proxy  contest and the related  litigation,  the
Company expended approximately $39,000 in the Third Quarter of Fiscal 1998. This
cost is reflected in non-recurring charges.

     Total cost and  expenses  in each of the Third  Quarter of Fiscal  1999 and
Fiscal 1998 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  $1,258,000  in the Third
Quarter of Fiscal  1999 and  approximately  $1,202,000  in the Third  Quarter of
Fiscal 1998 (excluding  non-recurring  charges of approximately  $39,000).  Such
increase of approximately  $56,000,  or 4.7%, is primarily due to an increase in
staffing  levels  required for project  related tasks provided by the Company in
the Third Quarter of Fiscal 1999.

     Net interest  expense of  approximately  $2,000 during the Third Quarter of
Fiscal  1999,  resulted  from  interest  expense  incurred in  conjunction  with
equipment  lease  obligations  offset by interest  earned on cash balances.  The
Company earned less interest  income in the Third Quarter of Fiscal 1999 than in
the Third  Quarter of Fiscal 1998 due to lower cash balances  maintained  during
the Fiscal 1999 period.  Net interest  income was  approximately  $22,000 in the
Third Quarter of Fiscal 1998.

     The  Company's  net loss for the Third Quarter of Fiscal 1999 and the Third
Quarter of Fiscal 1998 were approximately  $227,000 and $352,000,  respectively.
These net losses were attributable  primarily to insufficient project revenue to
support the infrastructure of the Company.

LIQUIDITY AND CAPITAL RESOURCES

     At  June  30,  1999,   the  Company  had  cash  and  cash   equivalents  of
approximately  $425,000.  Working  capital  at June 30,  1999 was  approximately
$892,000.

     Net cash used in  operating  activities  for the nine months ended June 30,
1999 was  approximately  $1,022,000.  Such use of cash reflects the net loss for
the nine  months  ended June 30,  1999 and  changes in certain of the  Company's
operating assets and liabilities. Accounts receivable increased by approximately
$808,000  during the nine months  ended June 30, 1999 as a result of an increase
in unbilled  receivables during such period.  Unbilled  receivables are recorded
for  revenue  recognized  to  date  that is  currently  unbillable  pursuant  to
contractual terms. Amounts become billable upon the achievement of milestones or
in accordance with predetermined payment schedules.

                                      -14-
<PAGE>

     For the nine months ended June 30, 1999, the Company invested approximately
$107,000  in  capital  and  leasehold   improvements.   The  Company   currently
anticipates  that  capital  expenditures  for the  balance  of Fiscal  1999 will
approximate  $50,000.  These expenditures  represent  additional upgrades in the
Company's networking,  data storage and core laboratory  capabilities along with
similar capital requirements for its European operations.

     In December 1998, 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, 1998 through and  including  December 31,
1998. In June 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  January 1, 1999 through and  including  June 30,
1999.

     In March  1999,  the Company  received  financing  of  $110,000  secured by
certain equipment.  The loan is payable in 36 monthly  installments,  commencing
April 1999, including interest of 10.24%.

     The Company  anticipates  that its cash and cash equivalents as at June 30,
1999, together with anticipated cash from operations, will be sufficient to fund
current  working  capital needs and capital  requirements  for at least the next
twelve months. There can be no assurance,  however, that the Company's operating
results will achieve  profitability  on an annual basis in the near future.  The
continuation  of  operating  losses,  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.

     European Monetary Union

     On January 1, 1999,  eleven of the fifteen member countries of the European
Union set fixed  conversion  rates between their existing legacy  currencies and
the euro. As such, these  participating  countries have agreed to adopt the euro
as their common legal currency.  The eleven  participating  countries will issue
sovereign debt exclusively in euro and will redenominate  outstanding  sovereign
debt.  The legal  currencies  will  continue to be used as legal tender  through
January 1, 2002, at which point the legacy  currencies will be canceled and euro
bills  and  coins  will be  used  for  cash  transactions  in the  participating
countries.

     In April 1999,  the Company  entered into a contract with an  international
client which is denominated in euro. The Company currently does not believe that
the euro  conversion  will have a  material  impact on the  Company's  financial
condition or results of  operations.  There can be no assurance,  however,  that
such euro conversion will not adversely affect the Company's business, financial
condition, results of operations or cash flows.

                                      -15-
<PAGE>

     Year 2000 Compliance

     The "Year 2000"  issue  concerns  the  potential  exposures  related to the
automated generation of business and financial misinformation resulting from the
application  of  computer  programs  which have been  written  using two digits,
rather than four, to define the applicable  year of business  transactions.  The
Company has completed its review of the potential impact of Year 2000 issues and
does not anticipate any significant costs, problems or uncertainties  associated
with becoming Year 2000 compliant.

     The Company's  management  information  systems department has reviewed and
tested the Company's internal business systems,  including operating systems and
internal software, for Year 2000 compliance. The Company believes that, based on
the results of such review and testing, the Company's internal business systems,
including its computer systems, are Year 2000 compliant.

     The supplier of the Company's current financial and accounting software has
informed the Company that such  software is Year 2000  compliant.  Further,  the
Company relies upon various vendors, financial institutions,  utility companies,
telecommunications  service  companies,  delivery  service  companies  and other
service  providers who are outside of the Company's  control.  While the Company
has surveyed some, but not all of it's major vendors, there is no assurance that
such parties will not suffer a Year 2000 business disruption, which could have a
material  adverse  effect on the  Company's  financial  condition and results of
operations.

     To  date,  the  Company  has not  incurred  any  material  expenditures  in
connection with identifying or evaluating Year 2000 compliance  issues.  Most of
its expenses have related to the opportunity  cost of time spent by employees of
the Company evaluating its systems and Year 2000 compliance matters generally.

     The Company has not  developed a Year  2000-specific  contingency  plan. If
Year 2000 compliance  issues are discovered,  the Company then will evaluate the
need for contingency plans relating to such issues.

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




                                      -16-
<PAGE>

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

ITEM 5.   OTHER INFORMATION.

     ACQUISITION

     In May 1999, the Company  acquired the operations of Bona Fide, Ltd. ("Bona
Fide") in a  transaction  accounted  for as a purchase.  Bona Fide provides dual
energy x-ray  absorptiometry  ("DEXA")  quality  assurance  and quality  control
("QA/QC")  to  the  pharmaceutical  and  medical  device  industry  for  studies
requiring  bone  densitometry  as  well as  trials  involving  body  composition
measurements.  Tangible  assets  were  acquired  and  liabilities  were  assumed
resulting  in goodwill of  $180,000.  In addition to the amount paid at closing,
additional  payments for the acquisition  may be made based on certain  revenues
being achieved for the  twelve-month  period ending on the first  anniversary of
the closing date.  Such amount may not exceed  $50,000.  The acquisition was not
material  to  the  Company's  consolidated  financial  position  or  results  of
operations.









                                      -17-
<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.





                                      -18-
<PAGE>

                                   SIGNATURES



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

                                       BIO-IMAGING TECHNOLOGIES, INC.



DATE:   August 16, 1999                By:/s/ Mark L. Weinstein
                                          -------------------------------------
                                          Mark L. Weinstein, President and Chief
                                          Executive Officer
                                          (Principal Executive Officer)



DATE:   August 16, 1999                By:/s/ Robert J. Phillips
                                          -------------------------------------
                                          Robert J. Phillips, Vice President
                                          and Chief Financial Officer
                                          (Principal Financial and
                                          Accounting Officer)



                                      -19-