================================================================================


                       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 December 31, 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: 000-22673

                            SCHICK TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                    11-3374812
    (State or other jurisdiction of              (I.R.S. Employer Identification
     incorporation or organization)                          Number)

           31-00 47th Avenue                                  11101
       Long Island City, New York                           (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code: (718) 937-5765

Indicate by check mark 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 [_]

As of February 1, 2001,  10,138,922  shares of common stock,  par value $.01 per
share, were outstanding.

================================================================================

<PAGE>

                            SCHICK TECHNOLOGIES, INC.

                                TABLE OF CONTENTS


PART I.   FINANCIAL INFORMATION:

    Item 1. Financial Statements:

            Consolidated Balance Sheets as of December 31, 2000
            (unaudited) and March 31, 2000  ............................ Page 1

            Consolidated Statements of Operations for the three and nine
            months ended December 31, 2000 and 1999 (unaudited)......... Page 2

            Consolidated Statements of Cash Flows for the nine
            months ended December 31, 2000 and 1999  (unaudited)........ Page 3

            Notes to Consolidated Financial Statements  (unaudited)..... Page 4

    Item 2. Management's Discussion and Analysis of Financial Condition
            and Results of Operations  ................................. Page 8

    Item 3. Quantitative and Qualitative Disclosures about Market Risk.. Page 10

PART II.  OTHER INFORMATION:

    Item 1. Legal Proceedings........................................... Page 11

    Item 2. Changes in Securities and Use of Proceeds  ................. Page 12

    Item 3. Defaults Upon Senior Securities............................. Page 12

    Item 4. Submission of Matters to a Vote of Security Holders......... Page 12

    Item 5. Other Information........................................... Page 13

    Item 6. Exhibits and Reports on Form 8-K............................ Page 13

SIGNATURES  ............................................................ Page 14



<PAGE>

PART I.   Financial Information

Item 1.  Financial Statements

Schick Technologies, Inc.
Consolidated Balance Sheet
(In thousands, except share amounts)

<TABLE>
<CAPTION>
                                                                          December 31,      March 31,
                                                                                  2000           2000
                                                                           -----------    -----------
                                                                           (unaudited)
<S>                                                                        <C>            <C>
Assets
Current assets
       Cash and cash equivalents                                           $       323    $     1,429
       Short - term investments                                                      6              8
       Accounts receivable, net of allowance for
                doubtful accounts of $1,948 and $2,449, respectively             1,452          1,535
       Inventories                                                               4,140          5,612
       Income taxes receivable                                                      45            127
       Prepayments and other current assets                                        205            166
                                                                           -----------    -----------
                         Total current assets                                    6,171          8,877
                                                                           -----------    -----------
Equipment, net                                                                   4,036          5,206
Investments                                                                        815            815
Other assets                                                                     1,241          1,392
                                                                           -----------    -----------
                         Total assets                                      $    12,263    $    16,290
                                                                           ===========    ===========

Liabilities and Stockholders' Equity
Current liabilities
       Current maturities of long term debt                                $     1,052    $       245
       Accounts payable and accrued expenses                                     3,199          4,255
       Accrued salaries and commissions                                            167            878
       Income taxes payable                                                         24             --
       Deferred revenue                                                          2,395          1,681
       Deposits from customers                                                     173            666
       Warranty obligations                                                        169            278
       Capital lease obligations                                                    10             33
                                                                           -----------    -----------
                         Total current liabilities                               7,189          8,036
                                                                           -----------    -----------
Long term debt                                                                   6,028          6,938
                                                                           -----------    -----------
                         Total liabilities                                      13,217         14,974
                                                                           -----------    -----------

Commitments and contingencies                                                       --             --
Stockholders' equity
       Preferred stock ($0.01 par value; 2,500,000
                shares authorized; none issued and outstanding)                     --             --
       Common stock ($0.01 par value; 25,000,000 shares authorized:
                10,137,193 and 10,134,384 shares issued and outstanding)           101            101
       Additional paid-in capital                                               42,480         42,347
       (Accumulated deficit)                                                   (43,535)       (41,132)
                                                                           -----------    -----------

                         Total stockholders' equity                               (954)         1,316
                                                                           -----------    -----------

                         Total liabilities and stockholders' equity        $    12,263    $    16,290
                                                                           ===========    ===========
</TABLE>

----------
*    The accompanying notes are an integral part of these consolidated financial
     statements



                                       1
<PAGE>


Schick Technologies, Inc.
Consolidated Statements of Operations (unaudited)
(In thousands, except share amounts)

<TABLE>
<CAPTION>
                                                                   Three months ended               Nine months ended
                                                                                       December 31
                                                                     2000            1999            2000            1999
                                                             ------------    ------------    ------------    ------------
<S>                                                          <C>             <C>             <C>             <C>
Revenue, net                                                 $      5,391    $      4,771    $     15,024    $     16,574
                                                             ------------    ------------    ------------    ------------
Cost of sales                                                       2,333           2,806           7,278          12,387
Excess and obsolete inventory                                          --             165             552             774
                                                             ------------    ------------    ------------    ------------

Total cost of sales                                                 2,333           2,971           7,830          13,161
                                                             ------------    ------------    ------------    ------------
                Gross profit                                        3,058           1,800           7,194           3,413
                                                             ------------    ------------    ------------    ------------

Operating expenses:
       Selling and marketing                                        1,303           1,590           4,151           6,001
       General and administrative                                     509           1,601           2,949           5,125
       Research and development                                       544             595           1,648           2,164
                                                             ------------    ------------    ------------    ------------
                Total operating costs                               2,356           3,786           8,748          13,290
                                                             ------------    ------------    ------------    ------------
                Income (loss) from operations                         702          (1,986)         (1,554)         (9,877)
                                                             ------------    ------------    ------------    ------------


Other income (expense)
       Gain from sale of investment                                    --              --              --             565
       Interest income                                                  5              32              39              71
       Interest expense                                              (268)            (90)           (874)           (377)
                                                             ------------    ------------    ------------    ------------
                Total other income (expense)                         (263)            (58)           (835)            259
                                                             ------------    ------------    ------------    ------------

                Income (loss) before income taxes                     439          (2,044)         (2,389)         (9,618)

                Provision for income taxes                             --              --              14              --
                                                             ------------    ------------    ------------    ------------

                Net income (loss)                            $        439    $     (2,044)         (2,403)         (9,618)
                                                             ============    ============    ============    ============

                Basic and diluted earnings
                  (loss) per share                           $       0.04    $      (0.20)   $      (0.24)   $      (0.96)
                                                             ============    ============    ============    ============
                Weighted average common shares
                 outstanding (basic)                           10,137,193      10,059,384      10,135,424      10,059,384
                                                             ============    ============    ============    ============

                Weighted average common shares
                 outstanding (diluted)                         11,117,412      10,059,384      10,135,424      10,059,384
                                                             ============    ============    ============    ============
</TABLE>


----------
*    The accompanying notes are an integral part of these consolidated financial
     statements


                                       2
<PAGE>


Schick Technologies, Inc.
Consolidated Statements of Cash Flows (unaudited)
(In thousands)

<TABLE>
<CAPTION>
                                                                                             Nine months ended
                                                                                                 December 31
                                                                                         --------------------------
                                                                                                2000           1999
                                                                                         -----------    -----------
<S>                                                                                      <C>            <C>
Cash flows from operating activities
       Net loss                                                                          $    (2,403)   $    (9,618)
       Adjustments to reconcile net loss to
           net cash used in operating activities
                  Depreciation and amortization                                                1,587          1,577
                  (Recovery of) provision for doubtful accounts                                 (354)             9
                  Provision for excess and obsolete inventory                                    552            774
                  Gain from sale of investment in Photobit Corporation                            --           (565)
                  Interest accretion                                                              36             --
                  Changes in assets and liabilities:
                        Accounts receivable                                                      437          2,338
                        Inventories                                                              920          3,269
                        Income taxes receivable                                                   82          2,593
                        Prepayments and other current assets                                     (39)           157
                        Other assets                                                               6            182
                        Account payable and accrued expenses                                  (1,906)        (4,290)
                        Income taxes payable                                                      24             --
                        Deferred revenue                                                         714            467
                        Deposits from customers                                                 (493)            63
                        Warranty obligations                                                    (109)           (50)
                                                                                         -----------    -----------
                                   Net cash used in operating activities                        (946)        (3,094)
                                                                                         -----------    -----------
Cash flows from investing activities
       Proceeds from maturities of held-to-maturity investments                                    2            360
       Proceeds from sale of investment in Photobit Corporation                                   --          1,000
       Capital expenditures net                                                                 (165)          (211)
                                                                                         -----------    -----------
                                   Net cash (used in) provided by investing activities          (163)         1,149
                                                                                         -----------    -----------
Cash flows from financing activities
       Proceeds from loan payable                                                                 --          1,000
       Proceeds from refinancing                                                                  --          1,222
       Proceeds from exercise of common stock options                                              3             --
                                                                                         -----------    -----------

                                   Net cash provided by financing activities                       3          2,222
                                                                                         -----------    -----------

Net (decrease) increase in cash and cash equivalents                                          (1,106)           277
Cash and cash equivalents at beginning of period                                               1,429          1,415
                                                                                         -----------    -----------

Cash and cash equivalents at end of period                                               $       323    $     1,692
                                                                                         ===========    ===========
</TABLE>

----------
*    The accompanying notes are an integral part of these consolidated financial
     statements



                                       3
<PAGE>

                            Schick Technologies, Inc.
             Notes to Consolidated Financial Statements (unaudited)
               (in thousands, except share and per share amounts)

1.   Basis of Presentation

     The consolidated  financial  statements of Schick  Technologies,  Inc. (the
"Company") have been prepared in accordance with accounting principles generally
accepted  in the United  States of America  ("US  GAAP") for  interim  financial
information and the rules of the Securities and Exchange  Commission (the "SEC")
for quarterly  reports on Form 10-Q,  and do not include all of the  information
and footnote disclosures required by US GAAP for complete financial  statements.
These  statements  should be read in conjunction  with the audited  consolidated
financial  statements  and notes  thereto  for the year  ended  March  31,  2000
included in the Company's Annual Report on Form 10-K.

     In the  opinion of  management,  the  accompanying  unaudited  consolidated
financial  statements include all adjustments  (consisting of normal,  recurring
adjustments)  necessary for a fair presentation of results of operations for the
interim  periods.  The results of operations  for the nine months ended December
31, 2000 are not  necessarily  indicative  of the results to be expected for the
full year ending March 31, 2001.

     The consolidated  financial statements of the Company, at December 31, 2000
include  the  accounts of the Company  and its wholly  owned  subsidiaries.  All
significant intercompany balances have been eliminated.

     Certain prior year amounts have been reclassified to conform to the current
year presentation.

2.   Inventories

     Inventories  at December  31, 2000 and March 31, 2000 are  comprised of the
following:

                                                    December 31,    March 31,
                                                        2000          2000
                                                       ------        ------
     Raw materials ............................        $2,649        $3,651
     Work-in-process ..........................           139            39
     Finished goods ...........................         1,352         1,922
                                                       ------        ------
              Total inventories ...............        $4,140        $5,612
                                                       ======        ======

3.   Debt

     Long-term  debt at December  31, 2000 and March 31, 2000 is  summarized  as
follows:

                                                     December 31,   March 31,
                                                         2000         2000
                                                        ------       ------
     Term notes .................................       $6,457       $6,596
      Secured credit facility ...................          623          587
                                                        ------       ------
                                                         7,080        7,183
     Less current maturities ....................        1,052          245
                                                        ------       ------
                Total long-term debt ............       $6,028       $6,938
                                                        ======       ======

                                       4
<PAGE>

Term Notes

     In June 2000,  the Company  amended its term note  increasing its principal
balance to $6,596 (the "amended note").  The term note was originally  issued in
March 1999 for $5,000 and renewed in July 1999 for $6,222 (the "renewed  note").
The increase in the principal  amounts  resulted from the  conversion of certain
trade payables owed to the lender into the principal  balance of the notes.  The
amended note is segregated into two term loans:  Term Loan A amounting to $5,000
and Term Loan B amounting to $1,596.

     Term Loan A

     The  principal  balance of term loan A is  payable  in 49 monthly  payments
commencing  April 15, 2001, with interest payable monthly at the prime rate plus
2.5% commencing April 15, 2000.

     Term Loan B

     The  principal  balance of term loan B is  payable  in 27 monthly  payments
commencing January 15, 2001 with interest payable monthly at the prime rate plus
2.5% commencing  April 15, 2000.  During the nine months ended December 31, 2000
the loan was reduced by $139 as a result of  collections  by the lender of third
party obligations which are the basis of the loan.

     The Company is also required to make additional principal payments equal to
fifty percent of the  "positive  actual cash flow",  as defined.  The term loans
have been classified  based upon the terms of the amended note. The tangible and
intangible assets of the Company, as defined, collateralize the term loans.

     In connection with the renewed note, the Company granted the lender 650,000
warrants at an exercise  price of $2.19  expiring on November 15, 2004. The fair
value  of the  warrants  amounted  to $596,  and is  accounted  for as  deferred
financing  costs.  In connection  with the amended note, the warrants'  exercise
price was reduced to $.75 and the  expiration  date  extended to December  2006.
Additional  deferred  financing  costs of $130  were  incurred.  The  costs  are
included  in "Other  Assets"  in the  accompanying  balance  sheet and are being
amortized on a straight-line  basis over the five-year life of the amended note.
Interest expense of approximately  $152 relating to these warrant issuances were
recognized for the nine months ending December 31, 2000.

     Effective  August 28,  2000,  the  lender  sold all its  rights,  title and
interest in, to, and under the warrants and notes,  payable as described  above,
to the Company's secured creditor (Greystone). By letter dated October 11, 2000,
the lender  directed  the Company to make all  remaining  payments due under the
Loan Agreement directly to Greystone.

Secured Credit Facility

     In December  1999,  the Company  entered into a Loan  Agreement  (the "Loan
Agreement") with Greystone  Funding  Corporation  ("Greystone") to provide up to
$7.5  million of  subordinated  debt in the form of a secured  credit  facility.
Under the Loan  Agreement,  the Company  appointed two of Greystone's  executive
officers, one as President of the Company and both as Directors. Pursuant to the
Loan  Agreement,  and to induce  Greystone  to enter  into said  Agreement,  the
Company  issued to Greystone and its designees,  warrants to purchase  3,000,000
shares of the  Company's  Common Stock at an exercise  price of $0.75 per share.
The Company  agreed to issue to Greystone or its designees  warrants to purchase
an  additional  2,000,000  shares  at an  exercise  price of $0.75  per share in
connection  with a cash  payment of $1 million by  Greystone  to the  Company in
consideration  of a sale of  Photobit  stock by the  Company to  Greystone.  The
President  of the  Company  has been  issued  750,000  warrants  as a  Greystone
designee.  The sale of the  Photobit  stock was made subject to a right of first
refusal held by Photobit and its  founders.  By letter dated  February 17, 2000,
counsel for Photobit informed the Company that Photobit  considers the Company's
sale  of its  shares  to  Greystone  to be void on the  basis  of the  Company's
purported failure to properly comply with Photobit's right of first refusal.


                                       5
<PAGE>

     On March 17, 2000,  the Company and  Greystone  entered into an Amended and
Restated  Loan  Agreement  effective as of December 27, 1999 (the  "Amended Loan
Agreement")  pursuant to which Greystone agreed to provide up to $7.5 million of
subordinated debt in the form of a secured credit facility.  The $1 million cash
payment to the Company  was  converted  as of December  27, 1999 into an initial
advance of $1 million under the Amended Loan Agreement.  Pursuant to the Amended
Loan  Agreement,  and to induce  Greystone  and its designees to enter into said
Agreement, the Company issued warrants to Greystone or its designees, consisting
of those  warrants  previously  issued  under the Loan  Agreement,  to  purchase
5,000,000 shares of the Company's Common Stock at an exercise price of $0.75 per
share,  exercisable at any time after December 27, 1999.  Under the Amended Loan
Agreement,  the Company also issued to Greystone or its designees  warrants (the
"Additional  Warrants")  to purchase an additional  13,000,000  shares of common
stock,  which Additional  Warrants will vest and be exercisable at a rate of two
shares of Common Stock for each dollar advanced under the Amended Loan Agreement
in excess of the initial draw of $1,000,000.  Any  Additional  Warrants which do
not  vest  prior to  expiration  or  surrender  of the  line of  credit  will be
forfeited  and  canceled.  In  connection  with  the  Greystone  secured  credit
facility,  effective  as of February  15,  2000,  the  Company's  senior  lender
consented  to the  Company's  grant  to  Greystone  of a  second  priority  lien
encumbering  the  Company's  assets,  under and subject in priority and right of
payment to all liens granted by the Company under the term notes.

     The $1 million  proceeds of the initial draw has been allocated to the loan
and 15  million  warrants  issued,  based  upon their  relative  fair  values at
issuance.  The carrying  value of the note of $575 is being accreted to the face
value of $1 million  using the interest  method over the  five-year  term of the
loan.  However,  in the event that the loan is paid  sooner,  the  Company  will
recognize a charge for the unamortized  discount  remaining in such period.  The
fair  value of 3 million  warrants  issued  in  connection  with the  agreement,
amounting to $90, is being accounted for as deferred  financing cost. This cost,
included in "Other Assets" in the accompanying balance sheet, is being amortized
on a straight-line basis over the five-year life of the loan. Interest under the
credit line is due monthly at an annual rate of 10% until December 2005 when the
outstanding loan is due to be repaid.

     The term notes and secured  facility are subject to various  financial  and
restrictive covenants including, among others, interest coverage, current ratio,
and EBITDA.

     Principal  maturities of long-term debt including interest accretion are as
follows:


                           Year ending December 31,
                          --------------------------
                          2001                $1,052
                          2002                 1,622
                          2003                 1,018
                          2004                 2,104
                          2005                 1,661
                                              ------
                                              $7,457
                                              ======

4.   Net earnings per share

     Basic earnings per share are based on the weighted average number of common
shares  outstanding  without  consideration of potential  common stock.  Diluted
earnings  per share  are  based on the  weighted  average  number of common  and
potential  common shares  outstanding.  The  calculation  takes into account the
shares that may be issued upon exercise of stock options or warrants, reduced by
the shares that may be  repurchased with the funds  received  from the exercise,
based on the average price during the period. The following table sets forth the
computation  of dilutive  potential  common  shares for the three  months  ended
December 31, 2000:

     Denominator for basic earnings per
       share-weighted average shares                           10,137,193
     Effect of dilutive securities - warrants                     980,218
                                                               ----------
     Dilutive potential common shares                          11,117,411
                                                               ==========

     Potential  common  shares are  anti-dilutive  for all other periods and are
therefore  excluded from the  calculation of diluted  earnings per share.  As of
December 31, 2000  outstanding  warrants to purchase 13 million shares of common
stock with an exercise price of $0.75 have been excluded from the computation of
diluted earnings per share because conditions for issuance have not been met.



                                       6
<PAGE>

5.   Contingencies

Product Liability

     The Company is subject to the risk of product liability and other liability
claims in the event that the use of its products  results in personal  injury or
other claims.  Although the Company has not  experienced  any product  liability
claims to date, any such claims could have an adverse impact on the Company. The
Company maintains  insurance  coverage related to product liability claims,  but
there can be no  assurance  that  product  or other  claims  will not exceed its
insurance  coverage limits, or that such insurance will continue to be available
on commercially acceptable terms, or at all.

SEC Investigation and Other

     In August 1999,  the Company,  through its outside  counsel,  contacted the
Division of Enforcement of the  Securities  and Exchange  Commission  ("SEC") to
advise it of certain matters  related to the Company's  restatement of earnings.
On August 17, 2000,  the SEC served a subpoena  upon the Company,  pursuant to a
formal order of  investigation,  requiring the production of certain  documents.
The Company is cooperating fully with the SEC staff and has provided  responsive
documents to it. In addition,  investigators associated with the U.S. Attorney's
Office have made inquires of certain former and current employees, apparently in
connection with the same event. The inquiries are in a preliminary stage and the
Company cannot predict their potential outcome.

Litigation

     In May 2000,  the Company  entered into an agreement for the  settlement of
the class action lawsuit naming the Company,  certain of its officers and former
officers and various third  parties as  defendants.  The complaint  alleged that
certain  defendants  issued  false  and  misleading  statements  concerning  the
Company's  publicly  reported  earnings in violation  of the federal  securities
laws. The complaint sought certification of a class of persons who purchased the
Company's  common stock  between July 1, 1997 and February 19, 1999,  inclusive,
and did  not  specify  the  amount  of  damages  sought.  Under  the  settlement
agreement,  reflected in a memorandum of  understanding,  all claims against the
Company and the other  defendants  are to be dismissed  without  presumption  or
admission of any liability or wrongdoing.  The principal terms of the settlement
agreement call for payment to the  plaintiffs,  for the benefit of the class, of
the sum of $3.4 million.  The settlement  amount will be paid in its entirety by
the Company's  insurance carrier and is not expected to have any material impact
on the financial results of the Company. The terms of the settlement are subject
to approval by the Court.

     During  1996,  the Company was named as  defendant  in patent  infringement
litigation  commenced  by a  competitor  in the  United  States and  France.  In
September  2000,  the French  patent court,  the Tribunal De Grande  Instance De
Bobigny,  dismissed  the French  action.  The court also  ordered  Trophy to pay
approximately  $10 to the Company as partial  reimbursement  for legal fees. The
French  court's  decision is  appealable.  The  Company has filed a  countersuit
against  the  competitor  for  infringement  of a U.S.  Patent  which  had  been
exclusively  licensed to the Company.  The Company has obtained a formal opinion
of  intellectual  property  counsel  that its  products  do not  infringe on the
competitor's  U.S.  patent.  The Company has filed motions for Summary  Judgment
seeking  the  dismissal  of the action in the United  States.  Such  motions are
currently pending. The Company is unable to predict the ultimate outcome of this
litigation. The outcome, if unfavorable, could have a material adverse effect on
the financial  position and results of  operations of the Company.  No provision
has been made for any  potential  losses at  December  31,  2000 as the range of
potential loss, if any, cannot be reasonably estimated.

     The  Company may be a party to a variety of legal  actions (in  addition to
those    referred   to   above),    such   as    employment    and    employment
discrimination-related  suits,  employee  benefit  claims,  breach  of  contract
actions,  tort  claims,  shareholder  suits,  including  securities  fraud,  and
intellectual property related litigation. In addition,  because of the nature of
its business,  the Company is subject to a variety of legal actions  relating to
its business  operations.  Recent court decisions and  legislative  activity may
increase the Company's exposure for any of


                                       7
<PAGE>

these  types of claims.  In some  cases,  substantial  punitive  damages  may be
sought. The Company currently has insurance coverage for some of these potential
liabilities.  Other  potential  liabilities  may not be  covered  by  insurance,
insurers may dispute coverage,  or the amount of insurance may not be sufficient
to cover the damages  awarded.  In addition,  certain types of damages,  such as
punitive damages,  may not be covered by insurance,  and insurance  coverage for
all or certain  forms of  liability  may  become  unavailable  or  prohibitively
expensive in the future.

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

     This  Quarterly  Report on Form 10-Q  contains  forward-looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the  Securities  Exchange Act of 1934,  as amended.  The words or
phrases  "believes,"  "may,"  "will  likely  result,"  "estimates,"  "projects,"
"anticipates,"  "expects"  or similar  expressions  and  variations  thereof are
intended to identify such forward-looking statements. Actual results, events and
circumstances  could differ  materially  from those set forth in such statements
due  to  various  factors.   Such  factors  include  risks  relating  to  recent
substantial operating losses,  dependence on financing,  dependence on products,
competition, the changing economic and competitive conditions in the medical and
dental digital radiography markets,  dependence on key personnel,  dependence on
distributors,  ability to manage growth, fluctuation in results and seasonality,
governmental   approvals   and   investigations,   technological   developments,
protection of technology utilized by the Company, patent infringement claims and
other  litigation,   need  for  additional   financing  and  further  risks  and
uncertainties,  including those detailed in the Company's other filings with the
Securities and Exchange Commission.

General

     The Company designs,  develops and manufactures digital imaging systems for
the dental and  medical  markets.  In the field of  dentistry,  the  Company has
developed,  and  currently  manufactures  and  markets,  an  intra-oral  digital
radiography  system.  The Company  has also  developed  a bone  mineral  density
assessment device to assist in the diagnosis and treatment of osteoporosis.  The
Company  is  also   developing  a   radiographic   imaging  device  for  digital
mammography,  and has commenced  development  of a general  digital  radiography
device for intended use in various applications.

Results of Operations

     Net revenues for the three months ended  December 31, 2000  increased  $0.6
million (13%) to $5.4 million from $4.8 million during the comparable  period of
fiscal  2000.  AccuDEXA  represented  approximately  $0.1  million  (3%) and CDR
represented  approximately  $5.3 million  (97%) of the Company's net revenues in
the third  quarter of fiscal  2001 as compared  to $0.7  million  (14%) and $4.1
million  (86%)  in the  third  quarter  of  fiscal  2000 for  accuDEXA  and CDR,
respectively.  The Company  believes the increase in revenue is due to increased
revenues related to its CDR devices and decreased returns during the period. Net
revenues for the nine months ended  December  31, 2000,  decreased  $1.6 million
(9%) to $15.0 million from $16.6 million during the comparable  period of fiscal
2000.

     Total cost of sales for the three months ended  December 31, 2000 decreased
$0.7 million (21%) to $2.3 million (43% of net revenues)  from $3.0 million (62%
of net revenues) for the comparable  period of fiscal 2000.  Total cost of sales
for the nine months ended  December 31, 2000,  decreased  $5.4 million  (41%) to
$7.8  million (52% of net  revenues)  from $13.2  million (79% of net  revenues)
during the comparable  period of fiscal 2000. The decrease in the relative total
cost of  sales  is due to  several  factors  including  increased  sale  prices,
improved product mix and increased  warranty  revenues.  Additionally,  indirect
labor costs,  warranty  expenditures,  material costs,  royalty costs,  rent and
overhead  costs  decreased  due  to  a  January  2000  reduction  in  plant  and
facilities,  improved utilization of facilities and an improved rate of recovery
of warranty  replacement  inventory from  customers.  The Company  increased its
provision for excess and obsolete inventory as a result of the decrease in sales
of its accuDEXA product during the quarter ended September 30, 2000.

     Selling and  marketing  expenses for the three  months  ended  December 31,
2000,  decreased  $0.3 million (18%) to $1.3 million (24% of net revenues)  from
$1.6 million (33% of net  revenues)  for the  comparable  period of fiscal 2000.
Selling and  marketing  expenses  for the nine months  ended  December 31, 2000,
decreased  $1.8 million  (31%) to $4.2 million (28% of net  revenues)  from $6.0
million (36% of net revenues) during the comparable  period of fiscal 2000. This
decrease is principally  attributable to a reduction in direct


                                       8
<PAGE>

selling expenses of the CDR and accuDEXA,  including,  primarily, a reduction in
the Company's  direct sales force and reduction in other  promotional  and trade
show expenses principally as a result of the Patterson  distribution  agreement.
Effective May 1, 2000 the Company  entered an exclusive  distribution  agreement
with Patterson Dental Company.

     General and administrative expenses for the three months ended December 31,
2000,  decreased  $1.1 million (68%) to $0.5 million (9% of net  revenues)  from
$1.6 million (34% of net  revenues)  for the  comparable  period of fiscal 2000.
General and administrative expenses for the nine months ended December 31, 2000,
decreased  $2.2 million  (42%) to $2.9 million (20% of net  revenues)  from $5.1
million (31% of net revenues)  during the comparable  period of fiscal 2000. The
decrease in general  and  administrative  expenses  for the three  months  ended
December  31,  2000 was  primarily  attributable  to a decrease  in payroll  and
related costs due to reduction in personnel,  collection  and other  recovery of
accounts  receivable of $0.4 million, a decrease in professional  services and a
change in vacation policy which reduced vacation expense by $0.2 million.

     Research and  development  expenses for the three months ended December 31,
2000,  decreased  $0.1 million (9%) to $0.5 million (10% of net  revenues)  from
$0.6 million (13% of net  revenues)  for the  comparable  period of fiscal 2000.
Research and  development  expenses for the nine months ended December 31, 2000,
decreased  $0.6 million  (24%) to $1.6 million (11% of net  revenues)  from $2.2
million (13% of net  revenues)  for the  comparable  period of fiscal 2000.  The
decrease is primarily  attributable  to a decrease in payroll and related  costs
due to a reduction in personnel  and  decreases in test  services and  materials
expenses.

     Interest expense for the three-month period ended December 31, 2000 is $0.3
million.  Interest  expense for the  nine-month  period ended  December 31, 2000
increased  $0.5 million to $0.9 million (6% of net  revenues)  from $0.4 million
(2%) of net revenues) for the comparable period of fiscal 2000. The increase was
principally  attributable  to the  amortization  of deferred  financing costs in
connection  with the term note and secured credit  facility  entered into during
the third quarter of fiscal 2000.

Liquidity and Capital Resources

     At  December  31,  2000,  the  Company  had $0.3  million  in cash and cash
equivalents and a working capital  deficiency of $1.0 million,  compared to $1.4
million in cash and cash  equivalents  and $0.8  million  in working  capital at
March 31, 2000.

     During the nine months ended December 31, 2000, cash used in operations was
$0.9 million  compared to $3.1 million used in operations  during the comparable
period of fiscal  2000.  The  decrease in cash used in  operations  is primarily
attributable to the reduction of the Company's net loss and accounts payable and
accrued  expenses  and  deferred  revenues,  offset  by  decreases  in  accounts
receivable, inventory levels, collection of income taxes receivable and deposits
from  customers.  Accounts  receivable  decreased from $1.5 million at March 31,
2000 to $1.4  million  at  December  31,  2000 due to lower  rates of sales  and
limiting the availability of credit to select dealers,  hospitals,  universities
and  governmental  agencies.  These  decreases  were offset by a decrease in the
reserve for bad debts.  The  decrease in  inventory  of $1.5  million  from $5.6
million at March 31,  2000 to $4.1  million at December  31,  2000 is  primarily
attributable  to planned  reductions  and increase in the reserve for excess and
obsolete inventory.

     The  Company's  capital  expenditures  during the  nine-month  period ended
December 31, 2000 amounted to $0.2 million. Such expenditures included leasehold
improvements, computers, and production equipment.

     DVI  Financial  Services,  Inc.  ("DVI") had provided the Company with term
notes  aggregating  $6.6 million  which are secured by first  priority  liens on
substantially all of the Company's  assets.  The Company issued promissory notes
and security  agreements that provide,  in part, that the Company may not permit
creation of any  additional  lien or  encumbrance  on the Company's  property or
assets. The notes are due in varying  installments through fiscal 2006. Interest
is paid  monthly at the prime rate  (9-1/2% at December  31,  2000) plus 2-1/2%.
Effective  August 28, 2000,  the lender sold all its rights,  title and interest
in, to, and under the warrants and notes,  payable as  described  above,  to the
Company's  secured creditor  (Greystone).  By letter dated October 11, 2000, the
lender  directed the Company to make all  remaining  payments due under the Loan
Agreement directly to Greystone.

     In December  1999 and as later amended in March 2000,  the Company  entered
into a Secured Loan Agreement  ("Amended Loan Agreement") with Greystone Funding
Corporation  ("Greystone") to provide up to $7.5 million of subordinated debt in
the form of a secured credit  facility.  Pursuant to the Loan Agreement,  and


                                       9
<PAGE>

to  induce  Greystone  to enter  into  said  Agreement,  the  Company  issued to
Greystone  or its  designees,  warrants  to  purchase  5,000,000  shares  of the
Company's  Common Stock at an exercise price of $0.75 per share,  exercisable at
any time after December 27, 1999. Under the Amended Loan Agreement,  the Company
also issued to Greystone or its designees  warrants (the "Additional  Warrants")
to purchase an additional  13,000,000  shares of common stock,  which Additional
Warrants  will vest and be  exercisable  at a rate of two shares of Common Stock
for each dollar  advanced  under the  Amended  Loan  Agreement  in excess of the
initial draw of $1 million. Any additional warrants,  which do not vest prior to
expiration or surrender of the line of credit will be forfeited and canceled. In
connection with the Greystone secured credit facility,  effective as of February
15, 2000, DVI consented to the Company's grant to Greystone of a second priority
lien encumbering the Company's  assets,  under and subject in priority and right
of payment to all liens  granted by the Company to DVI. To date,  no  additional
funds have been  advanced  under the  Amended  Loan  Agreement  in excess of the
initial draw of $1 million.

     The Company  believes that its financing  agreements,  cost  reductions and
distribution  agreement  with  Patterson  should  permit the Company to generate
sufficient  working capital to meet its obligations as they mature.  The ability
of the  Company to meet its cash  requirements  is  dependent,  in part,  on the
Company's  ability to attain adequate sales and profit levels and to satisfy its
existing warranty obligations without incurring expenses substantially in excess
of related warranty  revenue and to collect its accounts  receivable on a timely
basis.  Management  believes  that  existing  capital  resources  and sources of
credit,  including  the  Greystone  credit  facility,  are  adequate to meet its
current cash requirements. However, if the Company's cash needs are greater than
anticipated  or the  Company  does not  satisfy  drawdown  conditions  under the
Amended  Loan  Agreement,  the Company  will be required to seek  additional  or
alternative  financing  sources.  There can be no assurance  that such financing
will be available or available on terms acceptable to the Company.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     The term  notes bear an annual  interest  rate based on the prime rate plus
2.5%, provided however, that if any payments are past due for more than 60 days,
interest  will  thereafter  accrue at the  prime  rate plus  5.5%.  Because  the
interest rate is variable,  the Company's cash flow may be adversely affected by
increases in interest rates. Management does not, however, believe that any risk
inherent  in the  variable-rate  nature of the loan is likely to have a material
effect on the Company's interest expense or available cash.


                                       10
<PAGE>

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

     The  Company  and/or  certain  of its  officers  and former  officers,  are
involved in the proceedings described below:

     I. The Company is a named  defendant in two lawsuits  instituted  by Trophy
Radiologie, S.A. (`Trophy S.A.'), a subsidiary of Trex Medical Corporation.  One
lawsuit was instituted in France and the other in the United States.

     The French  lawsuit was filed in November  1995,  in the tribunal de Grande
Instance de Bobigny,  the French patent court,  and originally  alleged that the
Company's CDR(R) system infringes French Patent No.  2,547,495,  European Patent
No. 129,451 and French Certificate of Addition No. 2,578,737. These patents, all
of which are  related,  are  directed to a CCD-based  intra-oral  sensor.  Since
filing its lawsuit,  Trophy S.A. has  withdrawn its  allegation of  infringement
with respect to the Certificate of Addition. Trophy S.A. was seeking a permanent
injunction and  unspecified  damages,  including  damages for its purported lost
profits.  In October 2000, the French patent court  dismissed this lawsuit.  The
court  dismissed  all of  Trophy's  claims,  finding no  infringement  of either
patent.  The court also  ordered  Trophy to pay the sum of $10 to the Company as
partial reimbursement for legal fees. The court's decision is appealable.

     The  lawsuit in the United  States was filed in March 1996 by Trophy  S.A.,
Trophy  Radiology,  Inc., a United  States  subsidiary  of Trophy S.A.  (`Trophy
Inc.') and the named inventor on the patent in suit,  Francis  Mouyen,  a French
citizen.  The suit was  brought  in the  United  States  District  Court for the
Eastern  District of New York,  and alleges  that the  Company's  CDR(R)  system
infringes  United  States  Patent No.  4,593,400  (the `400  patent'),  which is
related to the patents in the French  lawsuit.  Trophy  S.A.,  Trophy  Inc.  and
Mouyen are seeking a permanent  injunction and  unspecified  damages,  including
damages for purported lost profits, enhanced damages for the Company's purported
willful  infringement  and an award of attorney fees. The Company  believes that
the  lawsuit is without  merit and is  vigorously  defending  it. The  Company's
counsel  in the United  States  suit has  issued a formal  opinion  that the CDR
system does not infringe the 400 patent.

     In addition,  the Company has counter-sued  Trophy S.A. and Trophy Inc. for
infringement of United States Patent No. 4,160,997,  an expired patent which was
exclusively  licensed to the Company by its inventor,  Dr. Robert Schwartz,  and
for false  advertising  and unfair  competition.  The Company  believes that its
counter-suit is meritorious, and is vigorously pursuing it.

     On September 12, 1997,  after having been given  permission to do so by the
Court, the Company served two motions for summary judgment seeking  dismissal of
the action pending in the United States District Court for the Eastern  District
of New York,  on the  grounds  of  non-infringement  and patent  invalidity.  On
February 22, 2000, the Court heard oral argument on these  motions.  The motions
are currently pending.

     While the Company believes the suit against it is without merit,  there can
be no  assurance  that the  Company  will be  successful  in its defense of this
action, or in its counter-suit. If the Company is unsuccessful in its defense of
this action, it could have a material adverse effect upon the Company. Moreover,
regardless  of its  outcome,  the  Company  may be forced to expend  significant
amounts of money in legal fees in connection with this lawsuit.

     II. In late 1998 through early 1999, nine shareholder complaints purporting
to be class action  lawsuits were filed in the United States  District Court for
the Eastern  District of New York.  Plaintiffs  filed a Consolidated and Amended
Complaint  on or about May 27, 1999 and, on or about  November  24, 1999 filed a
Second Amended and Consolidated Complaint (the "Complaint"). The Complaint named
as  defendants  the Company,  David B. Schick,  Thomas E.  Rutenberg,  and David
Spector   (collectively,    the   "Individual    Defendants"),    as   well   as
PricewaterhouseCoopers LLP.

     The Complaint alleged, inter alia, that certain defendants issued false and
misleading  statements  concerning the Company's  publicly  reported earnings in
violation of the federal securities laws. The Complaint sought  certification of
a class of persons who purchased the Company's Common Stock between July 1, 1997
and  February  19,  1999,  inclusive,  and did not specify the amount of damages
sought.



                                       11
<PAGE>

     In May 2000, an agreement was reached to settle the consolidated securities
class action  lawsuit.  Under the agreement,  all claims against the Company and
individuals  named  as  defendants  will be  dismissed  without  presumption  or
admission of any liability or wrongdoing.  The principal  terms of the agreement
call for payment to the Plaintiffs,  for the benefit of the class, of the sum of
$3.4  million.  The  settlement  amount  is to be  paid in its  entirety  by the
Company's  insurance  carrier and is not  expected  to have any direct  material
impact on the financial results of the Company.  The terms of the settlement are
subject to approval by the Court.

     III. In August 1999, the Company,  through its outside  counsel,  contacted
the Division of Enforcement of the Securities and Exchange Commission ("SEC") to
advise it of certain matters  related to the Company's  restatement of earnings.
Subsequent  thereto,  the SEC  formally  requested  the  production  of  certain
documents.  On August 17,  2000,  the SEC served a  subpoena  upon the  Company,
pursuant to a formal order of investigation, requiring the production of certain
documents.  The Company is cooperating fully with the SEC staff and has provided
responsive  documents  to it.  The  inquiry  is in a  preliminary  stage and the
Company cannot predict its potential outcome.

     The Company could become a party to a variety of legal actions (in addition
to   those   referred   to   above),   such   as   employment   and   employment
discrimination-related  suits,  employee  benefit  claims,  breach  of  contract
actions,  tort  claims,  shareholder  suits,  including  securities  fraud,  and
intellectual property related litigation. In addition,  because of the nature of
its business,  the Company is subject to a variety of legal actions  relating to
its business  operations.  Recent court decisions and  legislative  activity may
increase the Company's exposure for any of these types of claims. In some cases,
substantial  punitive  damages  could  be  sought.  The  Company  currently  has
insurance  coverage for some of these  potential  liabilities.  Other  potential
liabilities may not be covered by insurance,  insurers may dispute coverage,  or
the amount of insurance may not be sufficient to cover the damages  awarded.  In
addition, certain types of damages, such as punitive damages, may not be covered
by insurance  and  insurance  coverage for all or certain forms of liability may
become unavailable or prohibitively expensive in the future.

Item 2.  Changes in Securities and Use of Proceeds

     Not Applicable.

Item 3.  Defaults Upon Senior Securities

     Not Applicable.

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

     (a) The  Company  held its Annual  Meeting of  Stockholders  on November 8,
2000. Following the Report of the Inspector of Election and Judge of the Vote at
such Meeting as to various  resolutions on which the Stockholders had voted, the
Meeting was adjourned to December 7, 2000.

     (b) The  following  matter  concerning  the election of Directors was voted
upon at the meeting held on November 8, 2000 with the accompanying result:

         Election of Directors:
         ----------------------
                                               Number of        Number of Votes
                                               Votes For     Withheld Authority
                                               ---------     ------------------
         Euval Barrekette                      8,866,721                636,410
         (New term expires in 2002)
         Jonathan Blank                        9,228,113                275,018
         (New term expires in 2002)
         Allen Schick                          8,908,112                595,019
         (New term expires in 2003)
         David Schick                          9,228,112                275,019
         (New term expires in 2003)

     The other  directors  of the  Company  will  continue  in office  for their
existing terms.  Jeffrey Slovin and Robert Barolak serve in the class whose term
expires in 2001.  Upon the  expiration of the term of a class of


                                       12
<PAGE>

directors, the members of such class will be elected for three-year terms at the
annual meeting of stockholders held in the year in which such term expires.

     (c) The following additional matters were voted upon at the meeting held on
November 8, 2000 with the following results:

1.   Approval of the proposal to amend the  Corporation's  1996  Employee  Stock
     Option Plan to increase the number of shares of the Company's  common stock
     issuable thereunder from 1,000,000 to 3,000,000:

        Number of votes for                  4,020,005
        Number of votes against                496,508
        Number of abstentions                   45,548

2.   Approval  of the  proposal  to amend the  Corporation's  1997  Non-Employee
     Directors  Stock  Option  Plan to  increase  the  number  of  shares of the
     Company's common stock issuable thereunder from 35,000 to 300,000:

         Number of votes for                 3,674,444
         Number of votes against               871,369
         Number of abstentions                  45,248

3.   Ratification  of the  selection  of  Grant  Thornton  LLP as the  Company's
     independent accountants for the fiscal year ending March 31, 2001:

         Number of votes for:                9,434,619
         Number of votes against:               26,722
         Number of abstentions:                 41,790

4.   Approval of Motion to adjourn the Annual Meeting to December 7, 2000:

          Number of votes for                8,494,243
          Number of votes against:                   0
          Number of abstentions:                     0

     The following matter was voted upon at the adjourned portion of the meeting
held on December 7, 2000, with the following results:

5.   Approval  of  the   proposal  to  amend  the   Company's   Certificate   of
     Incorporation  to  increase  the number of shares of the  Company's  common
     stock issuable thereunder from 25,000,000 to 50,000,000:

         Number of votes for:                4,130,949
         Number of votes against:              537,824
         Number of abstentions:                 43,970
         Broker Non-Votes:                   5,423,370

     Such  proposal,  which  required  the  affimative  vote of  holders  of the
majority of all outstanding common stock, was not approved.

Item 5.  Other Information

     Not Applicable.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

          (27) Financial Data Schedule (Filed in electronic format only)

(b)  Reports on Form 8-K

          None.




                                       13
<PAGE>

                            SCHICK TECHNOLOGIES, INC.

                                    SIGNATURE


     Pursuant to the  requirement  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.

                                    SCHICK TECHNOLOGIES, INC.

Date: February 1, 2001          By: /S/ David B. Schick
                                    David B. Schick
                                    Chief Executive Officer

                                    By: /S/ Ronald Rosner
                                    Ronald Rosner
                                    Director Of Finance
                                    (Principal Financial and Accounting Officer)


                                       14