<PAGE>   1
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-Q

                                  (MARK ONE)


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

             FOR THE QUARTERLY PERIOD ENDED    SEPTEMBER 29, 2000
                                             ----------------------

                                      OR

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

    FOR THE TRANSITION PERIOD FROM ___________________ TO _______________

                       COMMISSION FILE NUMBER  0-16453
                                              ---------

                                  HEARx LTD
-------------------------------------------------------------------------------
             EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER

            DELAWARE                                       22-2748248
-------------------------------------------------------------------------------
(STATE OF OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)

1250 NORTHPOINT PARKWAY, WEST PALM BEACH, FLORIDA                     33407
-------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                            (ZIP CODE)

 REGISTRANT'S TELEPHONE NUMBER,  INCLUDING AREA CODE     (561) 478-8770
                                                     --------------------------

             FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
                         IF CHANGED SINCE LAST REPORT

         INDICATE BY CHECK [X] WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 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
                                                     -------    -------

ON OCTOBER 31, 2000, 11,857,685 SHARES OF THE REGISTRANT'S COMMON STOCK WERE
OUTSTANDING.

<PAGE>   2


                                    INDEX

<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                         ----
<S>                                                                                      <C>
PART I.           FINANCIAL INFORMATION

         Item 1.  Financial Statements:

         Consolidated Balance  Sheets                                                      3
                  September 29 , 2000 and December 31, 1999

         Consolidated Statements of Operations                                             4
                  Nine months ended September 29, 2000 and October 1,  1999

         Consolidated Statements of Operations                                             5
                  Three months ended September 29, 2000 and October 1, 1999

         Consolidated Statements of Cash Flows                                             6
                  Nine months ended September 29, 2000 and October 1,1999

         Notes to Consolidated Financial Statements                                        7 - 8

         Item 2.  Management's Discussion and Analysis of Financial Condition              9 - 12
                  and Results of Operations

PART II. OTHER INFORMATION

         Item 2. Changes in Securities and Use of Proceeds                                 13

         Item 6.  Exhibits and reports on Form 8-K                                         13 - 14


                  Signatures                                                               15
</TABLE>


                                      2

<PAGE>   3


                                  HEARx LTD.
                         CONSOLIDATED BALANCE SHEETS
                                    ASSETS
<TABLE>
<CAPTION>
                                                                            September 29,          December 31,
                                                                                 2000                  1999
                                                                             -------------         -------------
CURRENT ASSETS:                                                               (unaudited)            (audited)
<S>                                                                      <C>                  <C>
 Cash and cash equivalents                                                   $  2,181,563          $  2,857,187
 Investment securities                                                          3,038,264               900,000
 Accounts and notes receivable, less allowance for
   doubtful accounts of $ 187,827  and $535,609                                 5,180,699             7,027,536
 Inventories                                                                      516,972               551,460
 Prepaid expenses                                                                 467,849               531,169
 Other assets                                                                   2,420,596               349,391
                                                                             -------------         -------------
     Total current assets                                                      13,805,943            12,216,743

PROPERTY AND EQUIPMENT - NET                                                    7,645,699             8,492,708

OTHER ASSETS                                                                    1,988,901             2,170,300
                                                                             -------------         -------------
                                                                             $ 23,440,543          $ 22,879,751
                                                                             =============         =============
                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable and accrued expenses                                      $  7,999,169          $  8,202,010
  Restructure reserve                                                              69,778               214,656
  Accrued salaries and other compensation                                         588,531             1,562,510
  Current maturities of long term debt                                             71,137               294,993
  Dividends payable                                                             1,176,056             1,003,759
                                                                             -------------         -------------
      Total current liabilities                                                 9,904,671            11,277,928
                                                                             -------------         -------------

LONG TERM DEBT, LESS CURRENT MATURITIES                                           262,857               322,332
                                                                             -------------         -------------
COMMITMENTS AND CONTINGENCIES                                                       -                     -
STOCKHOLDERS' EQUITY:
 Non-redeemable preferred stock:
   (Aggregate liquidation preference $ 13,491,058 and $9,318,757)
   $1  par, 2,000,000 shares authorized
        2000 Convertible       500 & 0 shares outstanding                             500                 -
        1998 Convertible    5,515 & 7,315 shares outstanding                        5,515                 7,315
        1997 Convertible      0 &  1,000 shares outstanding                         -                     1,000
                                                                             -------------         -------------
           Total preferred stock                                                    6,015                 8,315
  Common stock; $.10 par; 20,000,000  shares
  authorized; 12,364,139 & 11,547,337 shares
  issued                                                                        1,236,414             1,154,734
  Additional paid-in capital                                                   92,124,554            87,307,886
  Accumulated deficit                                                         (77,727,483)          (75,083,251)
  Accumulated other comprehensive income                                            4,641                 -
  Unamortized deferred compensation                                                (9,453)              (37,813)
  Treasury stock, at cost:463,860 & 388,760 common shares                      (2,361,673)           (2,070,380)
                                                                             -------------         -------------
         Total stockholders' equity                                            13,273,015            11,279,491
                                                                             -------------         -------------

                                                                             $ 23,440,543          $ 22,879,751
                                                                             =============         =============
</TABLE>


See accompanying notes to the consolidated financial statements


                                      3
<PAGE>   4


                                  HEARX LTD.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
           NINE MONTHS ENDED SEPTEMBER 29, 2000 AND OCTOBER 1, 1999

<TABLE>
<CAPTION>
                                                                              2000                   1999
                                                                          ------------          ------------
                                                                          (Unaudited)            (Unaudited)
<S>                                                                      <C>                   <C>
NET REVENUES                                                              $41,643,215           $35,721,997
                                                                          ------------          ------------

COSTS AND EXPENSES:
  Cost of products sold                                                    14,056,328            11,176,580
  Center operating expenses                                                21,241,810            19,038,006
  General and administrative expenses                                       6,479,019             5,750,521
  Depreciation and amortization                                             1,923,165             1,780,042
  Interest expense                                                             22,502                19,019
                                                                          ------------          ------------
      Total costs and expenses                                             43,722,824            37,764,168
                                                                          ------------          ------------

LOSS BEFORE MINORITY INTEREST                                              (2,079,609)           (2,042,171)

MINORITY INTEREST                                                               -                   (13,563)
                                                                          ------------          ------------
NET LOSS                                                                   (2,079,609)           (2,055,734)

DIVIDENDS ON PREFERRED STOCK                                                 (564,623)             (591,754)
                                                                          ------------          ------------

NET LOSS APPLICABLE TO COMMON SHAREHOLDERS                                $(2,644,232)          $(2,647,488)
                                                                          ============          ============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED                             $     (0.22)          $     (0.25)
                                                                          ============          ============

WEIGHTED AVERAGE NUMBER OF SHARES OF
  COMMON STOCK OUTSTANDING                                                 11,826,380            10,697,459
                                                                          ============          ============
</TABLE>


See accompanying notes to the consolidated financial statements

                                      4
<PAGE>   5


                                  HEARx LTD.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
          THREE MONTHS ENDED SEPTEMBER 29, 2000 AND OCTOBER 1, 1999


<TABLE>
<CAPTION>
                                                         2000               1999
                                                      ------------       ------------
                                                      (Unaudited)        (Unaudited)
<S>                                                  <C>                <C>
NET REVENUES                                          $13,347,032        $13,262,242
                                                      ------------       ------------

COSTS AND EXPENSES:
  Cost of products sold                                 4,226,554          4,238,203
  Center operating expenses                             7,234,736          6,606,358
  General and administrative expenses                   2,208,636          1,981,108
  Depreciation and amortization                           636,873            594,714
  Interest expense                                          6,220              6,246
                                                      ------------       ------------
      Total costs and expenses                         14,313,019         13,426,629
                                                      ------------       ------------

LOSS BEFORE MINORITY INTEREST                            (965,987)          (164,387)

MINORITY INTEREST                                           -               (211,115)
                                                      ------------       ------------
NET LOSS                                                 (965,987)          (375,502)

DIVIDENDS ON PREFERRED STOCK                             (261,852)          (165,724)
                                                      ------------       ------------

NET LOSS APPLICABLE TO COMMON SHAREHOLDERS            $(1,227,839)       $  (541,226)
                                                      ============       ============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED         $     (0.10)       $     (0.05)
                                                      ============       ============

WEIGHTED AVERAGE NUMBER OF SHARES OF
  COMMON STOCK OUTSTANDING                             11,913,845         10,953,351
                                                      ============       ============
</TABLE>


See accompanying notes to the consolidated financial statements


                                      5
<PAGE>   6


                                  HEARx LTD.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
           NINE MONTHS ENDED SEPTEMBER 29, 2000 AND OCTOBER 1, 1999


<TABLE>
<CAPTION>
                                                                                 2000               1999
                                                                             -------------      -------------
                                                                              (Unaudited)        (Unaudited)
<S>                                                                         <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                     $(2,079,609)       $(2,055,734)
Adjustments to reconcile net loss to net cash
 Used by operating activities:
     Depreciation and amortization                                             1,923,165          1,780,042
     Provision(recoveries) for doubtful accounts                                (184,016)           422,500
     Loss on disposition of equipment                                             32,040             14,925
     Minority interest                                                             -                 13,563

(Increase) decrease in:
     Accounts and notes receivable                                             2,030,853         (3,734,353)
     Inventories                                                                  34,489            (35,655)
     Prepaid expenses                                                             63,320             90,748
     Other current assets                                                     (2,034,349)            91,487
Increase (decrease) in:
      Accounts payable                                                          (202,843)         1,305,615
      Accrued expenses                                                        (1,118,856)          (286,965)
                                                                             -------------      -------------
Net cash used by operating activities                                         (1,535,806)        (2,393,827)
                                                                             -------------      -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                         (937,879)        (1,209,151)
     Proceeds from sale of equipment                                               2,587              -
     Purchase of investments                                                  (9,130,575)        (2,750,000)
     Proceeds from maturities of investments                                   6,996,951          7,859,174
     Net cash from consolidating HEARx West                                        -                656,223
                                                                             -------------      -------------
Net cash (used)/provided by investing activities                              (3,068,916)         4,556,246
                                                                             -------------      -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of:
     Long-term debt                                                                -                 32,822
Principal payments:
     Long-term debt                                                             (283,332)          (500,284)
Acquisition of treasury stock                                                   (291,293)        (1,474,363)
Proceeds from the issuance of stock, net of expenses                           4,503,723           (155,717)
                                                                             -------------      -------------
Net cash provided(used) by financing activities                                3,929,098         (2,097,542)
                                                                             -------------      -------------
Net  (decrease) increase  in cash and cash equivalents                          (675,624)            64,877
                                                                             -------------      -------------
Cash and cash equivalents at beginning of period                               2,857,187          2,650,111
                                                                             -------------      -------------
Cash and cash equivalents at end of period                                   $ 2,181,563        $ 2,714,988
                                                                             =============      =============

</TABLE>

See accompanying notes to the consolidated financial statements


                                      6
<PAGE>   7


                                  HEARx LTD.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

       The accompanying unaudited consolidated financial statements have been
       prepared in accordance with generally accepted accounting principles
       for interim financial information and with the instructions to Form
       10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
       all of the information and footnotes required by generally accepted
       accounting principles for complete financial statements. In the opinion
       of management, all adjustments, consisting of normal recurring
       accruals, considered necessary for a fair presentation have been
       included. Operating results for the three and nine month periods ended
       September 29, 2000 are not necessarily indicative of the results that
       may be expected for the year ending December 29, 2000. For further
       information, refer to the audited consolidated financial statements and
       footnotes thereto included in the Company's annual report on Form 10-K
       for the year ended December 31, 1999.

       1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Reclassifications

       Certain amounts in the 1999 consolidated financial statements have been
       reclassified in order to conform to the 2000 presentation.

       Segments

       The Company's operations are organized by centers into three geographic
       regions, the Northeast, Florida, and California. These regions comprise
       one operating segment. Net sales from the Northeast, Florida and
       California were approximately $10.4 million, $18.1 million and $13.1
       million, respectively, for the nine months ended September 29, 2000 as
       compared to $7.9 million, $18.2 million and $9.3 million, respectively
       for the comparable period of 1999. Operating profits at the center
       level for the nine months ended September 29, 2000, were approximately
       $800,000, $3,500,000 and $1,900,000 for the Northeast, Florida and
       California, respectively, as compared to an operating loss of
       approximately $300,000 for the Northeast, and operating profit of
       approximately $4,000,000 and $1,900,000, for Florida and California,
       respectively, for the comparable period of 1999. Operating profits at
       the center level are computed before corporate general and
       administrative expenses, depreciation/amortization and preferred
       dividends.

       2.     STOCKHOLDERS' EQUITY

       Series I Convertible Preferred Stock

       On May 9, 2000, the Company closed a private placement of its equity
       securities with the sale of 500 shares of a newly designated series of
       convertible preferred stock with a 7% dividend rate and warrants to
       purchase up to 203,390 shares of common stock, for an aggregate
       purchase price of $5 million. Dividends are payable upon conversion of
       the preferred stock in cash or common stock at the election of the
       Company. The preferred stock is convertible after August 6, 2000 at a
       fixed conversion price of $4.46 per share until January 2001. From
       January 2001 until May 2001, the holders may request redemption of the
       shares of preferred stock at 110% of the stated value plus accrued
       dividends. If the Company elects not to redeem the shares, the
       conversion price converts to the lesser of $4.46 or the market price
       (defined as the average of the 5 lowest closing prices for 30 days
       preceding the conversion date) at the time of conversion. The preferred
       stock automatically converts to common stock in three years. The
       Company received proceeds of $4,585,000, net of cash commissions and
       certain expenses. The Company has registered for resale the common
       stock underlying the preferred stock and warrants.

                                      7

<PAGE>   8

                                  HEARx LTD.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

       Conversion of  Preferred Stock into shares of Common Stock

       During the nine months ended September 29, 2000, 1,000 shares of the
       1997 Convertible Preferred Stock and 1,800 shares of the 1998
       Convertible Preferred Stock were converted into 299,214 and 517,988
       shares of Common Stock, respectively.

       Common Stock

       During the nine months ended September 29, 2000, no warrants were
       exercised. Employee stock options were exercised resulting in the
       issuance of 1,600 shares of Common Stock.


       3.     RECENT ACCOUNTING PRONOUNCEMENTS

       In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
       Instruments and Hedging Activities," (SFAS 133"). As amended by SFAS
       No. 137, the Company is required to adopt SFAS 133 in the first quarter
       of the year ending December 28, 2001. SFAS 133 establishes methods of
       accounting for derivative financial instruments and hedging activities
       related to those instruments as well as other hedging activities.
       Because the Company currently holds no derivative financial instruments
       and does not currently engage in hedging activities, adoption of SFAS
       133 is expected to have no material impact on the Company's financial
       condition or results of operations.

                                      8

<PAGE>   9



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

       GENERAL

       The Company's strategy for continuing and accelerating center sales
       growth and market penetration includes both aggressively advertising to
       the non-insured self-pay or retail market and positioning the Company
       as the leading provider of hearing care to the benefited populations
       covered by managed care contracts.

       HEARx intends, as its long-term goal, to establish a nationwide network
       of hearing care centers, located in the metropolitan areas or regions
       with concentrations of elderly consumers who are more likely to need
       the Company's products and services. The Company is currently expanding
       its hearing care center network through its joint venture, HEARx West
       LLC, in California. The joint venture agreement provides for a 50/50
       ownership by the Company and the Permanente Federation and its
       affiliate Kaiser Foundation Health Plan, with the centers bearing the
       HEARx name. For the nine months ended September 29, 2000, the Company
       operated 19 of these centers in California.

       During the nine months ended September 29, 2000, the Company formed two
       strategic marketing partnerships, one with TIME Magazine ("TIME") and
       one with Reader's Digest. As part of each program, patients visiting
       HEARx centers will be offered an opportunity to take advantage of a
       special promotion of these magazines large print editions.

       TIME, as part of its agreement with HEARx, will include a HEARx offer
       to TIME subscribers and prospective subscribers residing within zip
       codes serviced by HEARx. Both of these groups will receive a discount
       at HEARx when purchasing a hearing aid in addition to a free one year
       subscription of either TIME regular or Time large print edition.

       HEARx will be promoting Reader's Digest Large Print Edition in the
       HEARx network of hearing care centers and in its patient mailings.
       Reader's Digest Large Print will be including a special offer from
       HEARx to current subscribers of Reader's Digest Large Print Edition.
       HEARx will also receive a special credit for use in advertising in
       Reader's Digest Large Print Edition. Reader's Digest Large Print
       currently reaches over 500,000 people each month with more than 35
       percent residing in areas currently serviced by HEARx.

       During the nine months ended September 29, 2000, the Company entered
       into an agreement with America Online for local advertising placement
       across the America Online ("AOL") family of brands. Under the
       agreement, the Company will receive distribution in the Florida Health
       section throughout the Digital City Network and distribution in the
       local areas of the AOL brands including Digital City, AOL, CompuServe,
       MapQuest, Moviefone and Netscape. The Company believes this agreement
       will significantly expand its reach to a growing number of consumers on
       the internet.

       The Company also launched a new website, HEARx.com, which was designed
       to increase patient referrals to HEARx centers. The website contains
       educational material regarding hearing loss and types of hearing aids
       directed to the adult children of potential patients. The Company plans
       to offer for purchase on the website various hearing enhancement
       devices designed for the hearing impaired such as smoke detectors and
       alarm clocks.

       The Company has developed a national call center, which will begin beta
       testing for five Florida centers in mid-November. The national call
       center will be responsible for both inbound and outbound marketing. The
       call center was designed to increase the effectiveness of advertising,
       and is expected to be fully operational within six months.

                                      9

<PAGE>   10

       Effective January 1, 2000, several insurance companies with which the
       Company has contracts significantly changed their contract benefits or
       service areas. While some insurance companies increased their Medicare
       benefits, others either limited or discontinued hearing benefits for
       Medicare patients. The Company believes these changes will not have a
       long-term material adverse effect on the Company's financial condition
       or results of operations. The Company also believes that the loss of
       any single managed care contract will not have a long term material
       adverse effect on its financial condition or results of operations.

       RESULTS OF OPERATIONS

       For the three months ended September 29, 2000 compared to the three
       months ended October 1,1999

       Net revenues increased $84,790, to $13,347,032 in the third quarter of
       2000 from $13,262,242 in the comparable quarter of 1999. Sales remained
       relatively constant for the Company during the quarter despite the
       hearing aid industry on a whole experiencing a decrease in sales for
       the quarter.

       Cost of products sold decreased $11,649, to $4,226,554 in the third
       quarter of 2000 from $4,238,203 in the comparable quarter of 1999. The
       modest decrease in the cost of products sold is a direct result of
       retail pricing and changing marketing strategies. The cost of products
       sold as a percent of net revenues was 32% for both the third quarter of
       2000 and the third quarter of 1999.

       Center operating expenses increased $628,378, or 10%, to $7,234,736 in
       the third quarter of 2000 from $6,606,358 in the comparable quarter of
       1999. The increase is partially because there were only 16 HEARx West
       centers in the third quarter of 1999, compared to 19 HEARx West centers
       in full operation during the comparable quarter of 2000. In addition,
       the Company continued to intensify its aggressive marketing program,
       increasing advertising expense to $1,811,746, up from $1,353,779 for
       the comparable quarter of 1999. Center operating expenses as a percent
       of revenue increased to 54% in the third quarter of 2000, from 50% in
       the third quarter of 1999. The percentage increase is due to the
       increase in expenses and revenues remaining constant.

       General and administrative expenses increased $227,528 to $2,208,636 in
       the third quarter of 2000 from $1,981,108 in the comparable quarter of
       1999. This increase is partially due to the increase in wages and
       fringe benefits associated with the expansion of corporate
       administrative functions.

       At the center level, all three geographic areas serviced by HEARx,
       Florida, the Northeast and California (operating under HEARx West) were
       profitable. In Florida and California sales were down approximately 5%
       and 2%, respectively, compared to the 1999 comparable quarter, while in
       the Northeast sales were up approximately 15%.

       Depreciation and amortization expense increased $42,159, or 7%, to
       $636,873 in the third quarter of 2000 from $594,714 in the comparable
       quarter of 1999. This increase is attributable to the increase of
       depreciable assets due to the opening of 3 additional HEARx West
       centers in California since the end of the third quarter of 1999 and
       the relocation of certain centers within Florida during the third
       quarter of 2000.

       For the nine months ended September 29, 2000 compared to October 1,
       1999

       Net revenues increased $5,921,218, or 17%, to $41,643,215 in the first
       nine months of 2000 from $35,721,997 in the comparable period of 1999.
       The increase in net revenues

                                      10

<PAGE>   11

       resulted from the increase of revenues from HEARx West and the
       Northeast and an increase in the Company's retail business arising from
       the Company's aggressive advertising campaign.

       Cost of products sold increased $2,879,748, or 26%, to $14,056,328 in
       the first nine months of 2000 from $11,176,580 in the comparable period
       of 1999. Approximately 57% of the 26% increase represents the increase
       attributable to HEARx West increased product sales. The remainder of
       the increase is attributable to the increase in product sales from
       other centers. The cost of products sold as a percent of net revenues,
       which was 34% and 31% for the first nine months of 2000 and 1999
       respectively, fluctuates from period to period due to retail pricing
       and changing marketing strategies.

       Center operating expenses increased $2,203,804, or 12%, to $21,241,810
       in the first nine months of 2000 from $19,038,006 in the comparable
       period of 1999. The increase is partially because there were only 16
       HEARx West centers in the first nine months of 1999, many of which were
       not then fully operational, compared to 19 HEARx West centers in full
       operation during the comparable period of 2000. In addition, the
       Company continued to intensify its aggressive marketing program
       increasing advertising expense to $5,308,964 up from $3,711,969 for the
       comparable period of 1999. These increases were partially offset by the
       recovery of bad debts totaling $184,016. Center operating expenses as a
       percent of revenue decreased in the first nine months of 2000 to 51%
       from 53% in the first nine months of 1999. The percentage decrease is
       due to the increase in revenues.

       General and administrative expenses increased $728,498, or 13% to
       $6,479,019 in the first nine months of 2000 from $5,750,521 in the
       comparable period of 1999. This increase is partially due to the
       increase in wages and fringe benefits associated with the expansion of
       corporate administrative functions. Travel costs also increased to
       $229,516 for the nine months ended September 29, 2000 from $151,491 in
       the comparable period of 1999 due to increased travel for HEARx West
       business. In addition, corporate marketing expense increased $123,884,
       to $385,261 in the first nine months of 2000 from $261,378 in the
       comparable period of 1999.

       Depreciation and amortization expense increased $143,123, or 8%, to
       $1,923,165 in the first nine months of 2000 from $1,780,042 in the
       comparable period of 1999. This increase is attributable to the
       additional depreciation related to the opening 3 additional HEARx West
       centers in California since the end of the third quarter of 1999 and
       the relocation of certain centers within Florida during the first nine
       months of 2000.

       LIQUIDITY AND CAPITAL RESOURCES

       Working capital increased $2,962,457 to $3,901,272 as of September 29,
       2000 from $938,815 as of December 31, 1999. On May 9, 2000 the Company
       completed a private placement of its preferred stock providing the
       Company net proceeds of $4,585,000. The Company believes that its
       current cash, and revenues from operations will be sufficient to
       support the Company's capital needs through the year 2000, although
       there can be no assurance that unexpected capital needs will not arise
       for which existing resources may be insufficient.

       Net cash used by operating activities decreased from $2,393,827 for the
       first nine months of 1999, to $1,535,806 for the first nine months of
       2000. The decrease in cash being used by operating activities was
       primarily the result of the change in current assets, including
       accounts and notes receivable, from net cash used in 1999 of
       approximately $ 3.6 million to net cash provided of approximately
       $94,000 offset against the change in accounts payable and accrued
       expenses from net cash provided in 1999 of approximately $1.0 million
       to net cash used of approximately $1.3 million.

                                      11

<PAGE>   12

       Net cash provided by investing activities decreased from $4,556,246 for
       the first nine months of 1999, to cash being used by investing
       activities of $3,068,916 for the first nine months of 2000. Net funds
       from the maturity of investments were $6,996,951 for the first three
       quarters of 2000, which were offset by the purchase of investments of
       $9,130,575 and property and equipment of $937,879.

       Cash from financing activities increased from cash being used by
       financing activities of $2,097,542 in the first three quarters of 1999
       to cash being provided by financing activities of $3,929,098 in the
       first three quarters of 2000. This increase was primarily the result of
       net proceeds of approximately $4,585,000, from a preferred stock
       offering during in the second quarter of 2000.
























       Except for historical information provided in this discussion and
       analysis, the discussion includes forward looking statements, including
       those concerning the expected effect of SFAS 133 on the Company; the
       Company's goal of establishing a nationwide center network; plans for
       the TIME and Reader's Digest Large Print Edition promotionals; current
       working capital and revenues from operations being sufficient to
       support the Company's capital; the Company's belief concerning the
       effect on its financial condition or operations of changes in benefits
       announced by some insurance companies and the loss of any single
       contract. Such statements involve certain risks and uncertainties that
       could cause actual results to differ materially from those in the
       forward-looking statements. Potential risks and uncertainties include
       industry and market conditions, especially those affecting managed
       health care; unforeseen capital requirements; trends in market sales,
       and the success of the joint venture with The Permanente Federation and
       of the strategic marketing partnerships programs with TIME and Reader's
       Digest, as well as those risks associated with the Company's business
       described in the Company's annual report on Form 10-K for the fiscal
       year ended 12/31/99 filed with the Securities and Exchange Commission.


                                      12

<PAGE>   13


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

          None

PART II -   OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USES OF PROCEEDS

          None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits:

         3.1                        Restated Certificate of Incorporation of
                                    HEARx Ltd., including certain certificates
                                    of designations, preferences and rights of
                                    certain preferred stock of the Company.
                                    [3] Filed as an exhibit to the Company's
                                    Current Report on Form 8-K, filed May 17,
                                    1996, as the exhibit number indicated in
                                    brackets, and incorporated herein by
                                    reference.

         3.2                        Amendment to Restated Certificate of
                                    Incorporation. [3.1A]. Filed as an exhibit
                                    to the Company's Quarterly Report on Form
                                    10-Q for the period ended June 28,1996, as
                                    the exhibit number indicated in brackets,
                                    and incorporated herein by reference.

         3.3                        Certificate of Designations, Preferences
                                    and Rights of the Company's 1997
                                    Convertible Preferred Stock. [3] Filed as
                                    an exhibit to the Company's Current Report
                                    on Form 8-K, filed March 26, 1997, as the
                                    exhibit number indicated in brackets, and
                                    incorporated herein by reference.

         3.4                        Certificate of Designations, Preferences
                                    and Rights of the Company's 1998
                                    Convertible Preferred Stock. [3] Filed as
                                    an exhibit to the Company's Current Report
                                    on Form 8-K, filed August 27, 1998, as the
                                    exhibit number indicated in brackets, and
                                    incorporated herein by reference.

         3.5                        Certificate of Designations, Preferences
                                    and Rights of the Company's 7% Series I
                                    Convertible Preferred Stock. [3] Filed as
                                    an exhibit to the Company's Current Report
                                    on Form 8-K, filed May 9, 2000, as the
                                    exhibit number indicated in brackets, and
                                    incorporated herein by reference.

         3.6                        By-Laws of HEARx Ltd. [3.4]. Filed as an
                                    exhibit to the Company's Annual Report on
                                    Form 10-K for the fiscal year ended
                                    12/31/99 as the exhibit number indicated
                                    in brackets, and incorporated herein by
                                    reference.

         4.1                        Form of Rights Agreement, dated December
                                    14, 1999, between HEARx and the Rights
                                    Agent, which includes the Certificate of
                                    Designations, Preferences and Rights of
                                    the Company's 1999 Series H Junior
                                    Participating Preferred Stock. [4] Filed
                                    as an exhibit to the Company's Current
                                    Report on Form 8-K, dated

                                      13

<PAGE>   14

                                    December 17, 1999, as the exhibit number
                                    indicated in brackets, and incorporated
                                    herein by reference.

         27                         Financial Data Schedule (provided for the
                                    information of the Securities and Exchange
                                    Commission only).



(b)      Reports on Form 8-K:

         None

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<PAGE>   15


                                  SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
         the Registrant has duly caused this report to be signed on its behalf
         by the undersigned, thereunto duly authorized.

                                         HEARx Ltd.
                                         (Registrant)

         Date:  November 13, 2000              By:      s/Stephen J. Hansbrough
                                                        -----------------------
                                                        Stephen J. Hansbrough
                                                        President and
                                                        Chief Operating Officer

         Date:  November 13, 2000              By:      s/James W. Peklenk
                                                        ------------------
                                                        James W. Peklenk
                                                        Vice President and
                                                        Chief Financial Officer


                                      15