SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ---------------

                                  FORM 10-QSB

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

                 For the quarterly period ended March 31, 2001
                          Commission File No. 1-11182


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


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


826 Newtown-Yardley Rd., Newtown, PA 18940                            08628-1020
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)


                                 (267) 757-1360
                           ---------------------------
                           (Issuer's Telephone Number,
                              Including Area Code)


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

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


     State the number of shares  outstanding of each of the Issuer's  classes of
common stock, as of March 31, 2001:

Class                                                   Number of Shares
-----                                                   ----------------
Common Stock, $.00025 par value                             8,190,545

     Transitional Small Business Disclosure Format (check one):

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


<PAGE>

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

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

                                                                           Page
                                                                           ----
PART I.  FINANCIAL INFORMATION.

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

          CONSOLIDATED BALANCE SHEETS
          as of March 31, 2001 and
          September 30, 2000 (unaudited)..................................   2

          CONSOLIDATED STATEMENTS OF OPERATIONS
          For the Six Months Ended March 31, 2001 and 2000
          (unaudited).....................................................   3

          CONSOLIDATED STATEMENTS OF OPERATIONS
          For the Three Months Ended March 31, 2001 and 2000
          (unaudited).....................................................   4

          CONSOLIDATED STATEMENTS OF CASH FLOWS
          For the Six Months Ended March 31, 2001 and 2000
          (unaudited).....................................................   5

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

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

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

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

PART II. OTHER INFORMATION.

     Item 4.    Submission of Matters to a Vote of Security Holders.......  16

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

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

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


                                      -i-
<PAGE>

                         PART I. FINANCIAL INFORMATION.
                         ------------------------------

ITEM 1.       FINANCIAL STATEMENTS.

     Certain  information  and footnote  disclosures  required  under  generally
accepted accounting principles have been condensed or omitted from the following
consolidated  financial  statements pursuant to the rules and regulations of the
Securities and Exchange Commission, although Bio-Imaging Technologies, Inc. (the
"Company")  believes that such  financial  disclosures  are adequate so that the
information  presented is not misleading in any material respect.  The following
consolidated  financial  statements  should  be read  in  conjunction  with  the
year-end  consolidated  financial  statements and notes thereto  included in the
Company's  Annual Report on Form 10-KSB for the fiscal year ended  September 30,
2000.

     The results of operations for the interim periods  presented herein are not
necessarily indicative of the results to be expected for the entire fiscal year.


                                       -1-
<PAGE>

<TABLE>
<CAPTION>
                           BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                           -----------------------------------------------

                                     CONSOLIDATED BALANCE SHEETS
                                     ---------------------------

                                             (unaudited)
                                             -----------
                                                                   March 31,           September 30,
                                                                      2001                  2000
                                                                  -----------          -------------
                                      ASSETS
<S>                                                              <C>                   <C>
Current assets:
   Cash and cash equivalents................................     $    561,254          $    491,048
   Accounts receivable, net.................................        1,762,647             1,627,457
   Prepaid expenses and other current assets................          286,945               234,201
                                                                 ------------          ------------
     Total current assets...................................        2,610,846             2,352,706

Property and equipment, net.................................        1,128,454             1,292,344

Other assets ...............................................          255,245               261,762
                                                                 ------------          ------------
     Total assets...........................................     $  3,994,545          $  3,906,812
                                                                 ============          ============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable.........................................     $    267,254          $    321,113
   Accrued expenses and other current liabilities...........          291,436               229,354
   Deferred revenue.........................................        1,598,660             1,707,681
   Current maturities of long-term debt.....................          155,582               150,796
                                                                 ------------          ------------
     Total current liabilities..............................        2,312,932             2,408,944
Long-term debt..............................................           85,993               164,139
                                                                 ------------          ------------
     Total liabilities......................................        2,398,925             2,573,083
                                                                 ------------          ------------

Stockholders' equity:
   Preferred stock - $.00025 par value; authorized
    3,000,000 shares, issued and outstanding, 0 shares
    at March 31, 2001, and 416,667 shares ($500,000
    liquidation preference) at September 30, 2000...........               --                   104
   Common stock - $.00025 par value; authorized
    18,000,000 shares, issued and outstanding
    8,190,545 shares at March 31, 2001 and
    7,773,878 shares at September 30, 2000..................            2,048                 1,944
   Additional paid-in capital...............................        9,231,497             9,231,497
   Accumulated deficit......................................       (7,637,925)           (7,899,816)
                                                                 ------------          ------------
     Stockholders' equity...................................        1,595,620             1,333,729
                                                                 ------------          ------------

     Total liabilities and stockholders' equity.............     $  3,994,545          $  3,906,812
                                                                 ============          ============
</TABLE>

                 See Notes to Consolidated Financial Statements

                                       -2-
<PAGE>

<TABLE>
<CAPTION>
                           BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                           -----------------------------------------------

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

                                                                      For the Six Months Ended
                                                                              March 31,
                                                                -------------------------------------
                                                                      2001                  2000
                                                                      ----                  ----
<S>                                                              <C>                   <C>
Project revenues............................................     $  3,907,834          $ 2,540,499
                                                                 ------------          ------------

Cost and expenses:

    Cost of revenues........................................        2,037,416            1,652,499

    General and administrative expenses.....................          784,295              621,412

    Sales and marketing expenses............................          805,297              696,406
                                                                 ------------          -----------

Total cost and expenses.....................................        3,627,008            2,970,317
                                                                 ------------          -----------

Income (loss) from operations...............................          280,826             (429,818)

Interest expense - net......................................           (8,935)             (20,356)
                                                                 ------------          -----------

Net income (loss)...........................................          271,891             (450,174)

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

Net income (loss) applicable to common stock................     $    261,891          $  (470,174)
                                                                 ============          ===========

Basic earnings (loss) per common share......................     $       0.03          $     (0.06)
                                                                 ============          ===========

Weighted average number of common shares....................        7,976,456            7,773,878
                                                                 ============          ===========

Diluted earnings (loss) per common share....................     $       0.03          $     (0.06)
                                                                 ============          ===========

Weighted average number of common
  shares and dilutive common equivalent shares..............        8,079,676            7,773,878
                                                                 ============          ===========
</TABLE>

                 See Notes to Consolidated Financial Statements

                                       -3-
<PAGE>

<TABLE>
<CAPTION>
                           BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                           -----------------------------------------------

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


                                                                      For the Three Months Ended
                                                                              March 31,
                                                                --------------------------------------
                                                                      2001                  2000
                                                                      ----                  ----

<S>                                                              <C>                   <C>
Project revenues............................................     $  2,132,694          $  1,462,545
                                                                 ------------          ------------

Cost and expenses:

    Cost of revenues........................................        1,054,183               947,086

    General and administrative expenses.....................          445,279               303,268

    Sales and marketing expenses............................          413,044               346,579
                                                                -------------          ------------

Total cost and expenses.....................................        1,912,506             1,596,933
                                                                 ------------          ------------

Income (loss) from operations...............................          220,188              (134,388)

Interest expense - net......................................           (1,006)              (15,712)
                                                                 ------------          ------------

Net income (loss)...........................................          219,182              (150,100)

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

Net income (loss) applicable to common stock................     $    219,182          $   (160,100)
                                                                 ============          ============

Basic earnings (loss) per common share......................     $       0.03          $      (0.02)
                                                                 ============          ============

Weighted average number of common shares....................        8,190,545             7,773,878
                                                                 ============          ============

Diluted earnings (loss) per common share....................     $       0.03          $      (0.02)
                                                                 ============          ============

Weighted average number of common
  shares and dilutive common equivalent shares..............        8,307,506             7,773,878
                                                                 ============          ============
</TABLE>


                 See Notes to Consolidated Financial Statements


                                       -4-
<PAGE>

<TABLE>
<CAPTION>
                                BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                                -----------------------------------------------

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

                                                                                For the Six Months Ended
                                                                                        March 31,
                                                                            ----------------------------------
                                                                                 2001             2000
                                                                                 ----             ----

<S>                                                                         <C>                <C>
Cash flows from operating activities:
   Net income (loss) ..................................................     $   271,891        $  (450,174)
   Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
     Depreciation and amortization.....................................         262,374            258,159
     Changes in operating assets and liabilities:
       Increase in accounts receivable.................................        (135,190)          (550,757)
       Increase in prepaid expenses and other current assets...........         (52,744)            (8,116)
       Decrease (increase) in other assets.............................           6,517             (1,311)
       (Decrease) increase in accounts payable.........................         (43,859)           242,868
       Increase (decrease) in accrued expenses and other current
         liabilities...................................................          62,082            (62,933)
       (Decrease) increase in deferred revenue.........................        (109,021)            76,615
                                                                            -----------        -----------
       Net cash provided by (used in) operating activities.............         262,050           (495,649)
                                                                            -----------        -----------

Cash flows from investing activities:
   Purchases of property and equipment.................................         (98,484)          (164,585)
                                                                            -----------        -----------
       Net cash used in investing activities...........................         (98,484)          (164,585)
                                                                            -----------        -----------

Cash flows from financing activities:
   Payments on equipment lease obligations and notes payable...........         (73,360)          (282,539)
   Dividends paid to preferred stockholders............................         (20,000)           (20,000)
   Proceeds from notes payable.........................................              --            632,014
                                                                            -----------        -----------
       Net cash (used in) provided by financing activities.............         (93,360)           329,475
                                                                            -----------        -----------

Net increase (decrease) in cash and cash equivalents...................          70,206           (330,759)

Cash and cash equivalents at beginning of period.......................         491,048            412,903
                                                                            -----------        -----------

Cash and cash equivalents at end of period.............................     $   561,254        $    82,144
                                                                            ===========        ===========

Supplemental disclosures of cash flow information:
   Cash paid during the year for interest..............................     $    15,606        $    19,862
                                                                            ===========        ===========

Supplemental Schedule of noncash investing and financing activities:
   Equipment purchased under capital lease obligations.................     $        --        $   251,864
                                                                            ===========        ===========
</TABLE>




                 See Notes to Consolidated Financial Statements

                                       -5-

<PAGE>

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

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


Note 1 - Basis of Presentation:

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

     In the  opinion of the  Company's  management  the  accompanying  unaudited
consolidated financial statements contain all adjustments,  consisting solely of
those which are of a normal  recurring  nature,  necessary to present fairly its
financial  position as of March 31, 2001 and the results of its  operations  and
its cash flows for the six months  ended March 31, 2001 and 2000 and the results
of its operations for the three months ended March 31, 2001 and 2000.

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

     Basic earnings  (loss) per common share was  calculated  based upon the net
earnings (loss) available to common stockholders divided by the weighted average
number of shares of common stock outstanding during the period. Diluted loss per
common  share for the three  months  ended March 31,  2000 and six months  ended
March 31,  2000  exclude  the impact of  convertible  preferred  stock,  options
(1,430,775  as of March 31, 2000) and warrants  (66,667 as of March 31, 2000) as
their inclusion would be 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  earnings  (loss) per common  share and  diluted
earnings (loss) per common share were as follows:

<TABLE>
<CAPTION>
                                                 Six Months Ended                   Three Months Ended
                                                     March 31,                           March 31,
                                          -----------------------------       -----------------------------
                                               2001             2000               2001             2000
                                          ------------     ------------       ------------     ------------

<S>                                       <C>              <C>                <C>              <C>
Net income (loss)...................      $   271,891      $  (450,174)       $   219,182      $  (150,100)

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

Net income (loss) applicable
   to common stock - basic..........      $   261,891      $  (470,174)       $   219,182      $  (160,100)
                                          -----------      -----------        -----------      -----------

Dilutive dividends on preferred
 stock..............................           10,000               --                 --               --
                                          -----------      -----------        -----------      -----------

Net income (loss) applicable
 to common stock - diluted..........      $   271,891      $  (470,174)       $   219,182      $  (160,100)
                                          -----------      -----------        -----------      -----------

Denominator:

Weighted average number of
 common shares......................        7,976,456        7,773,878          8,190,545        7,773,878
Basic earnings (loss) per
 common share.......................      $      0.03      $     (0.06)       $      0.03      $     (0.02)
                                          ===========      ===========        ===========      ===========
Denominator:

Weighted average number of
 common shares......................        7,976,456        7,773,878          8,190,545        7,773,878
Common share equivalents of
 outstanding stock options and
 warrants...........................          103,220               --            116,961               --
                                          -----------      -----------        -----------      -----------

Total shares........................        8,079,676        7,773,878          8,307,506        7,773,878
                                          -----------      -----------        -----------      -----------

Diluted earnings (loss) per
 common share.......................      $      0.03      $     (0.06)       $      0.03      $     (0.02)
                                          ===========      ===========        ===========      ===========
</TABLE>


                                       -7-
<PAGE>

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

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



Note 2 - Stockholders' Equity:

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

     The Company has neither  paid nor  declared  dividends  on its Common Stock
since its  inception  and does not plan to pay  dividends on its Common Stock in
the foreseeable future.

Note 3 - Long-term Debt:

     During the six months ended March 31, 2001,  the Company did not assign any
accounts  receivables  under the accounts  receivable  financing  agreement with
Silicon Valley Bank. At March 31, 2001, the Company had no borrowings  under the
accounts receivable financing agreement.

Note 4 - Recently Issued Accounting Standards:

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


                                      -8-
<PAGE>

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

OVERVIEW

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

     The Company's sales cycle (the period from the  presentation by the Company
to a  potential  client to the  engagement  of the  Company  by such  client) is
generally  twelve  months.  In addition,  the contracts  under which the Company
performs services typically cover a period of 12 to 36 months and the volume and
type of services  performed by the Company generally vary during the course of a
project.  No assurance  can be made that the  Company's  project  revenues  will
remain at levels  sufficient to maintain  profitability.  Project  revenues were
generated from 47 clients  encompassing 85 distinct  projects for the six months
ended March 31, 2001 as compared to 33 clients encompassing 70 distinct projects
for the six months ended March 31, 2000. This represents an increase of 42.4% in
clients  and 21.4% in  projects  for the six  months  ended  March  31,  2001 as
compared   to  the  six   months   ended   March   31,   2000.   The   Company's
contracted/committed  backlog was approximately $18,800,000 as of March 31, 2001
as compared to  approximately  $13,400,000  as of March 31, 2000, an increase of
40.3%.  Contracted/committed  backlog as of April 30,  2001,  was  approximately
$20,000,000.  Contracted/committed backlog is the amount of revenue that remains
to be earned and  recognized on signed and agreed to contracts.  Such  contracts
are subject to termination by the Company's clients at any time.

     The Company  believes  that demand for its services and  technologies  will
grow  during  the  long-term  as  the  use  of  digital  technologies  for  data
acquisition  and  management  increases in the  radiology  and drug  development
communities.  The  Company  also  believes  that there is a growing  recognition
within  the  bio-pharmaceutical  industry  regarding  the use of an  independent
centralized core laboratory for analysis of medical-imaging data that is derived
from clinical trials and the rigorous  regulatory  requirements  relating to the
submission of this data. In addition,  the Food and Drug Administration  ("FDA")
is gaining  experience with electronic  submissions and is continuing to develop
guidelines  for  computerized  submission  of data,  including  medical  images.
Furthermore,  the increased use of digital  medical  images in clinical  trials,
especially for important drug classes such as anti-inflammatory,  neurologic and
oncologic

                                      -9-
<PAGE>

therapeutics and diagnostic  image agents,  generate large amounts of image data
that will require processing, analysis, data management and submission services.
Due  to  several  factors,   including,   without  limitation,  an  increase  in
competition,  there can be no assurance  that demand for the Company's  services
and  technologies  will  grow,   sustain  growth,  or  that  additional  revenue
generating opportunities will be realized by the Company.

     Certain  matters  discussed  in  this  Form  10-QSB  are   "forward-looking
statements" intended to qualify for the safe harbors from liability  established
by the Private  Securities  Litigation Reform Act of 1995. Such  forward-looking
statements may be identified by, among other things,  the use of forward-looking
terminology  such  as  "believes,"   "expects,"   "may,"  "will,"  "should,"  or
"anticipates" or the negative thereof or other variations  thereon or comparable
terminology, or by discussions of strategy that involve risks and uncertainties.
In particular,  the Company's  statements regarding the demand for the Company's
services  and  technologies,  growing  recognition  for the  use of  independent
centralized core laboratories, trends toward the outsourcing of imaging services
in clinical  trials,  realized return from the Company's  marketing  efforts and
increased use of digital  medical images in clinical trials are examples of such
forward-looking  statements.  The  forward-looking  statements include risks and
uncertainties,  including, but not limited to, the timing of revenues due to the
variability in size, scope and duration of projects, regulatory delays, clinical
study results which lead to reductions or cancellations  of projects,  and other
factors, including general economic conditions and regulatory developments,  not
within the Company's  control.  The factors  discussed herein and expressed from
time  to  time  in the  Company's  filings  with  the  Securities  and  Exchange
Commission  could  cause  actual  results  and  developments  to  be  materially
different  from  those  expressed  in  or  implied  by  such   statements.   The
forward-looking  statements  are made only as of the date of this filing and the
Company  undertakes  no  obligation  to  publicly  update  such  forward-looking
statements to reflect subsequent events or circumstances.

RESULTS OF OPERATIONS

     Six Months Ended March 31, 2001 and 2000
     ----------------------------------------

     Project  revenues  for the six months  ended  March 31,  2001 and 2000 were
approximately   $3,908,000  and   $2,540,000,   respectively,   an  increase  of
approximately  $1,368,000  or 53.9%.  Project  revenues for the six months ended
March 31, 2001 and 2000 were  derived from 47 clients  encompassing  85 distinct
projects and 33 clients  encompassing 70 distinct  projects,  respectively.  Two
clients  encompassing  five  projects  represented  approximately  35.9%  of the
Company's  project  revenues for the six months  ended March 31,  2001.  For the
comparable period last year, one client  encompassing five projects  represented
approximately  18.5% of the  Company's  project  revenues.  No  other  customers
accounted  for more than 10% of project  revenues for the six months ended March
31, 2001 and 2000. 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

                                      -10-
<PAGE>

periods  included  medical  imaging core  laboratory  services  and  image-based
information management services.

     Cost of  revenues  for the six months  ended  March 31,  2001 and 2000 were
comprised of professional salaries and benefits and allocated overhead.  Cost of
revenues  for the six months  ended March 31,  2001 and 2000 were  approximately
$2,037,000 and $1,652,000,  respectively,  an increase of approximately $385,000
or 23.3%.  This  increase is  attributable  to an  increase  in staffing  levels
required for project  related  tasks for the six months ended March 31, 2001 and
in anticipation of work to be performed on new contracts as compared to the same
period in the prior year.

     The difference  between project revenues and cost of revenues may fluctuate
as a percentage of project  revenues  based on the  utilization of staff and the
mix of services  provided by the  Company to its clients  during the  comparable
periods.  The increase in this  percentage  difference  for the six months ended
March 31, 2001 from the comparable  period in fiscal 2000 resulted from a higher
increase in project  revenues as compared to a lower increase in project related
costs.

     General and administrative  expenses for each of the six months ended March
31, 2001 and 2000  consisted  primarily of  professional  salaries and benefits,
depreciation and amortization, professional and consulting services, office rent
and corporate insurance.  General and administrative expenses were approximately
$784,000 for the six months ended March 31, 2001 and approximately  $621,000 for
the six months  ended March 31, 2000.  The increase  during the six months ended
March 31,  2001 of  approximately  $163,000,  or 26.2%,  from the  corresponding
fiscal 2000 period,  is primarily  attributable  to more  professional  services
associated with general corporate matters.

     Sales and  marketing  expenses  for each of the six months  ended March 31,
2001 and 2000 were comprised of direct sales and marketing  costs,  professional
salaries and benefits and allocated overhead.  Sales and marketing expenses were
approximately $805,000 for the six months ended March 31, 2001 and approximately
$696,000 for the corresponding  fiscal 2000 period.  The increase during the six
months  ended  March 31,  2001 of  approximately  $109,000,  or 15.7%,  from the
corresponding  fiscal 2000 period,  resulted primarily from expenses  associated
with  increased  marketing  efforts  and  increased   attendance  at  additional
conferences.

     Total cost and expenses for each of the six months ended March 31, 2001 and
2000  consisted  primarily  of  cost of  revenues,  general  and  administrative
expenses and sales and marketing expenses.  The Company's cost and expenses were
approximately   $3,627,000   for  the  six  months  ended  March  31,  2001  and
approximately  $2,970,000  for the  corresponding  period in fiscal  2000.  Such
increase of approximately $657,000, or 22.1%, is due primarily to an increase in
staffing  levels  required  to support an  increase  in  revenues  along with an
increase  in the  Company's  sales and  marketing  efforts  and an  increase  in
professional services associated with general corporate matters.

                                      -11-
<PAGE>

     Net interest expense of approximately $9,000 for the six months ended March
31, 2001,  resulted from interest  expense incurred in connection with equipment
lease  obligations  offset  in part by  interest  earned on cash  balances.  Net
interest  expense of  approximately  $20,000 for the six months  ended March 31,
2000  resulted  from  interest  expense  incurred in the  assignment of accounts
receivable and interest  expense  incurred in connection  with  equipment  lease
obligations.

     The  Company's  net  income  for the six months  ended  March 31,  2001 was
approximately $272,000, while the Company had net loss of approximately $450,000
for the six months ended March 31, 2000.  The  Company's  net income for the six
months ended March 31, 2001 was  attributable  primarily  to increased  revenues
associated  with an increase in the number of clients and projects for which the
Company was engaged to perform services.

     Three Months Ended March 31, 2001 and 2000
     ------------------------------------------

     Project  revenues for the quarters ended March 31, 2001 ("Second Quarter of
Fiscal  2001") and 2000  ("Second  Quarter of Fiscal  2000") were  approximately
$2,133,000 and $1,463,000,  respectively,  an increase of approximately $670,000
or 45.8%. The increase in project revenues is primarily a result of the increase
in the  Company's  sales  and  marketing  efforts  over the past  year.  Project
revenues for the Second Quarter of Fiscal 2001 and Fiscal 2000 were derived from
41 clients  encompassing  75 distinct  projects and 30 clients  encompassing  56
distinct  projects,   respectively.   Three  clients  encompassing  11  projects
represented  approximately 45.2% of the Company's project revenues for the three
months ended March 31, 2001. For the comparable  period last year, three clients
encompassing  nine  projects  represented  approximately  37.4% of the Company's
project  revenues.  No other  customers  accounted  for more than 10% of project
revenues  in each of the Second  Quarter of Fiscal  2001 and  Fiscal  2000.  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 each of the Second  Quarter of Fiscal 2001 and Fiscal
2000  were  comprised  of  professional  salaries  and  benefits  and  allocated
overhead. Cost of revenues for the Second Quarter of Fiscal 2001 and Fiscal 2000
were  approximately  $1,054,000  and  $947,000,  respectively,  an  increase  of
approximately $107,000 or 11.3%. This increase is attributable to an increase in
staffing  levels  required for project  related tasks for the Second  Quarter of
Fiscal 2001 and in  anticipation  of work to be  performed  on new  contracts as
compared to the Second Quarter of Fiscal 2000.

     The difference  between project revenues and cost of revenues may fluctuate
as a percentage of project  revenues  based on the  utilization of staff and the
mix of services  provided by the  Company to its clients  during the  comparable
periods.  The increase in this  percentage  difference for the Second Quarter of
Fiscal  2001 from the  Second  Quarter  of Fiscal  2000  resulted  from a higher
increase in project  revenues as compared to a lower increase in project related
costs.

                                      -12-
<PAGE>

     General  and  administrative  expenses  for each of the  Second  Quarter of
Fiscal 2001 and Fiscal 2000  consisted  primarily of  professional  salaries and
benefits,  depreciation and amortization,  professional and consulting services,
office rent and corporate  insurance.  General and administrative  expenses were
approximately  $445,000 for the Second Quarter of Fiscal 2001 and  approximately
$303,000 for the Second  Quarter of Fiscal 2000.  The increase of  approximately
$142,000,  or 46.9%,  is primarily  attributable to more  professional  services
associated with general corporate matters.

     Sales and marketing  expenses for each of the Second Quarter of Fiscal 2001
and Fiscal 2000 were comprised of direct sales and marketing costs, professional
salaries and benefits and allocated overhead.  Sales and marketing expenses were
approximately  $413,000 for the Second Quarter of Fiscal 2001 and  approximately
$347,000 for the Second  Quarter of Fiscal  2000.  The  increase  during  Second
Quarter  of Fiscal  2001 of  approximately  $66,000,  or 19.0%,  from the Second
Quarter  of Fiscal  2000,  resulted  primarily  from  expenses  associated  with
increased marketing efforts and increased attendance at additional conferences.

     Total cost and expenses  for each of the Second  Quarter of Fiscal 2001 and
Fiscal 2000 consisted primarily of cost of revenues,  general and administrative
expenses and sales and marketing expenses.  The Company's cost and expenses were
approximately  $1,913,000 in the Second Quarter of Fiscal 2001 and approximately
$1,597,000 for the Second Quarter of Fiscal 2000. Such increase of approximately
$316,000,  or 19.8%,  is primarily due to an increase in  professional  services
associated  with general  corporate  matters  along with an increase in staffing
levels required for project related tasks and an increase in the Company's sales
and marketing efforts.

     Net interest expense of  approximately  $1,000 during the Second Quarter of
Fiscal 2001,  resulted from interest  expense in connection with equipment lease
obligations  offset in part by interest  earned on cash  balances.  Net interest
expense of approximately  $16,000 for the Second Quarter of Fiscal 2000 resulted
from interest  expense  incurred in the  assignment of accounts  receivable  and
interest expense incurred in conjunction with equipment lease obligations.

     The  Company's  net  income  for the  Second  Quarter  of  Fiscal  2001 was
approximately  $219,000,  while  the  Company  had a net  loss of  approximately
$150,000 for the Second Quarter of 2000. The Company's net income for the Second
Quarter  of  Fiscal  2001  was  attributable  primarily  to  increased  revenues
associated  with an increase in the number of clients and projects for which the
Company was engaged to perform services.

                                      -13-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     At  March  31,  2001,  the  Company  had  cash  and  cash   equivalents  of
approximately  $561,000.  Working  capital at March 31,  2001 was  approximately
$298,000.

     Net cash  provided by operating  activities  for the six months ended March
31, 2001 was  approximately  $262,000 which  includes  changes in certain of the
Company's  operating  assets and  liabilities.  The net income of  approximately
$272,000 and depreciation and amortization expense of approximately $262,000 was
offset by an increase in accounts  receivable  of  approximately  $135,000 and a
decrease in deferred revenue of approximately $109,000.

     For the six months ended March 31, 2001, the Company invested approximately
$98,000 in capital and leasehold improvements. The Company currently anticipates
that capital expenditures for the remainder of fiscal 2001 will be approximately
$100,000.  These  expenditures  represent  additional  upgrades in the Company's
networking,  data storage and core  laboratory  capabilities  along with similar
capital requirements for its European operations.

     In  December  2000,  the  Company  paid  to the  holders  of its  Series  A
Convertible Preferred Stock, $.00025 par value per share (the "Series A Stock"),
an aggregate  amount of $20,000,  which amount  represented  accrued  cumulative
dividends  for the period from July 1, 2000 through and  including  December 31,
2000.

     During the six months ended March 31, 2001,  the Company did not assign any
accounts  receivables  under the accounts  receivable  financing  agreement with
Silicon  Valley  Bank (the  "Bank").  At March 31,  2001,  the  Company had a $0
balance with the Bank.

     In August 1999,  the Company  entered into an agreement with the Bank for a
revolving line of credit of up to $500,000 collaterized by the Company's assets.
Interest  is  payable  at 1.50% over the  bank's  prime  rate of  interest.  The
agreement  requires the Company,  among other things, to maintain minimum levels
of tangible net worth and certain minimum financial ratios. In October 1999, the
Bank notified the Company that it would not make any advances under the existing
line of credit until the Company provides  sufficient  evidence  satisfactory to
the Bank of an improvement in the Company's  operating,  financial and liquidity
position.  At such  time,  the Bank may  consider  permitting  further  advances
pursuant to the loan agreement.

     The Company  anticipates  that its cash and cash equivalents of $561,254 as
of March 31, 2001,  together  with  anticipated  cash from  operations,  will be
sufficient to fund current working capital needs and capital requirements for at
least the next  twelve  months.  There can be no  assurance,  however,  that the
Company's operating results will achieve profitability on an annual basis in the
near future.  The Company's  past history of operating  losses and together with
the risks  associated with the Company's  ability to gain new client  contracts,
the variability of the timing of payments on existing client contracts and other
changes in the Company's  operating assets and liabilities,  may have a material
adverse affect on the Company's future liquidity.  In connection therewith,  the
Company may need to raise additional capital in the foreseeable future


                                      -14-
<PAGE>

from  equity  or debt  sources  in order to  implement  its  business,  sales or
marketing  plans,  take advantage of unanticipated  opportunities  (such as more
rapid expansion,  acquisitions of complementary businesses or the development of
new services),  to react to unforeseen difficulties (such as the decrease in the
demand for the Company's  services or the timing of revenues due to a variety of
factors   previously   discussed)  or  to  otherwise  respond  to  unanticipated
competitive pressures.  There can be no assurance that additional financing will
be available, if at all, on terms acceptable to the Company.

     The Company's 2001 operating plans contain  assumptions  regarding  revenue
and  expenses.  The  achievement  of the operating  plan depends  heavily on the
timing of work performed by the Company on existing  projects and the ability of
the Company to gain and perform work on new projects.  Project cancellation,  or
delays in the timing of work  performed  by the Company on existing  projects or
the inability of the Company to gain and perform work on new projects could have
an adverse  impact on the Company's  ability to execute its  operating  plan and
maintain  adequate  cash  flow.  In the  event  actual  results  do not meet the
operating plan, the Company's  management  believes it could execute contingency
plans to mitigate such effects. Such plans include additional financing,  to the
extent available,  through the accounts receivable financing agreement discussed
above.  In addition,  in November 2000, the members of the Board of Directors of
the Company, in their individual capacities, committed up to an aggregate amount
totaling $100,000 in the form of a short-term loan,  through October 1, 2001, if
needed by the Company. Considering the cash on hand and based on the achievement
of the  operating  plan and  management's  actions  taken  to  date,  management
believes it has the ability to continue to generate  sufficient  cash to satisfy
its  operating  requirements  in the normal  course of business  for the next 12
months.  However,  no  assurance  can be  given  that  sufficient  cash  will be
generated from operations. The Company's cash balance was approximately $561,000
and $464,000 as of March 31, 2001 and April 30, 2001, respectively.


                                      -15-

<PAGE>

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

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

(a)  The Annual Meeting of  Stockholders of the Company (the "Meeting") was held
     on February 23, 2001.

(b)  The  following  is a list of all of the  Directors  of the Company who were
     elected  at the  Meeting  and  whose  term of  office  continued  after the
     Meeting:

     Mark L. Weinstein
     Jeffrey H. Berg, Ph.D.
     Marc Berger, ChFC
     David E. Nowicki, D.M.D.
     Allan E. Rubenstein, M.D.
     David M. Stack
     James A. Taylor, Ph.D.

(c)  There were present at the Meeting, in person or by proxy,  4,873,004 shares
     of Common Stock out of a total  number of 8,190,545  shares of Common Stock
     issued and outstanding and entitled to vote at the Meeting.

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

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

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

          Mark L. Weinstein                    4,823,404              39,600
          Jeffrey H. Berg, Ph.D.               4,823,404              39,600
          Marc Berger, ChFC                    4,823,404              39,600
          David E. Nowicki, D.M.D.             4,823,404              39,600
          Allan E. Rubenstein, M.D.            4,823,404              39,600
          David M. Stack                       4,823,404              39,600
          James A. Taylor, Ph.D.               4,823,404              39,600

     (ii) A vote was taken on the proposal to ratify the  appointment  of Arthur
          Andersen  LLP as  independent  auditors  of the Company for the fiscal
          year ending  September 30, 2001.  The results of the vote taken at the
          Meeting with respect to such appointment were as follows:

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

              4,846,004               17,500                 9,500



                                      -16-
<PAGE>

ITEM 5.       OTHER INFORMATION.

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


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

(a)  Exhibits.

     None.

(b)  Reports on Form 8-K.

     None.


                                      -17-
<PAGE>

                                   SIGNATURES



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

                                  BIO-IMAGING TECHNOLOGIES, INC.



DATE:   May 11, 2001              By: /s/ Mark L. Weinstein
                                     ------------------------------------------
                                     Mark L. Weinstein, President, Chief
                                     Executive Officer and Chief Financial
                                     Officer
                                     (Principal Executive Officer and Principal
                                     Financial Officer)



DATE:   May 11, 2001              By: /s/ Maria T. Kraus
                                     ------------------------------------------
                                     Maria T. Kraus, Controller
                                     (Principal Accounting Officer)





                                      -18-