**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**





**(Mark
      One)**





**x**  **Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act
      of 1934**





**For
      the quarterly period ended**  **September
      30, 2008**  **or**





**o**  **Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act
      of 1934**





**For
      the transition period from _____________ to _____________**





**Commission
      file number**  **0-21615**





**PRESSURE
      BIOSCIENCES, INC.**


(Exact
      Name of Registrant as Specified in its Charter)




**Massachusetts**
            
            **04-2652826**(State
                or Other Jurisdiction of
            
            (I.R.S.
                EmployerIncorporation
                or Organization)
            
            Identification
                No.)





**14
      Norfolk Avenue**


**South
      Easton, Massachusetts**


(Address
      of Principal Executive Offices)





**02375**


(Zip
      Code)





**(508)
      230-1828**


(Registrant’s
      Telephone Number, Including Area Code)




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.




x Yes o No




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large
                accelerated filero
            Accelerated
                fileroNon-accelerated
                filero
            Smaller
                reporting companyx





Indicate
      by check mark whether the registrant is a shell company (as defined in Exchange
      Act Rule 12b-2 of the Exchange Act).




o Yes x No




The
      number of shares outstanding of the Issuer’s common stock as of October 31, 2008
      was 2,195,283.








TABLE
      OF
      CONTENTS




PagePART
                I - FINANCIAL INFORMATIONItem
                1. Financial Statements (Unaudited)Consolidated
                Balance Sheets as of September 30, 2008 and December 31,
                2007
            
            1Consolidated
                Statements of Operations for the Three Months and Nine Months Ended
                September 30, 2008 and 2007
            
            2Consolidated
                Statements of Comprehensive Loss for the Three Months and Nine Months
                Ended September 30, 2008 and 2007
            
            3Consolidated
                Statements of Cash Flows for the Nine Months Ended September 30,
                2008 and
                2007
            
            4Notes
                to Consolidated Financial Statements
            
            5Item
                2. Management's Discussion and Analysis of Financial Condition and
                Results
                of Operations
            
            14Item
                4T. Controls and Procedures
            
            26PART
                II - OTHER INFORMATIONItem
                4. Submission of Matters to a Vote of Security Holders
            
            27Item
                6. Exhibits
            
            28








**PART
      I.   FINANCIAL INFORMATION**


**Item
      1. Financial Statements**





**PRESSURE
      BIOSCIENCES, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      BALANCE SHEETS**


**(UNAUDITED)**


**September 30,**
              
              **December 31,****2008**
              
              **2007**ASSETSCURRENT
                  ASSETSCash
                  and cash equivalents
              
              $
              1,952,734
              
              $
              5,424,486Accounts
                  receivable
              
              
              174,437
              
              
              118,471Inventories
              
              
              606,789
              
              
              172,548Deposits
              
              
              114,510
              
              
              553,483Prepaid
                  income taxes
              
              
              6,600
              
              
              56,863Income
                  tax receivable
              
              
              251,261
              
              
              249,541Prepaid
                  expenses and other current assets
              
              
              200,848
              
              
              94,783Total
                  current assets
              
              
              3,307,179
              
              
              6,670,175PROPERTY
                  AND EQUIPMENT, NET
              
              
              271,908
              
              
              257,797OTHER
                  ASSETSIntangible
                  assets, net
              
              
              291,816
              
              
              328,290TOTAL
                  ASSETS
              
              $
              3,870,903
              
              $
              7,256,262LIABILITIES
                  AND STOCKHOLDERS' EQUITYCURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              321,950
              
              $
              152,729Accrued
                  employee compensation
              
              
              371,052
              
              
              377,190Accrued
                  professional fees and other expenses
              
              
              177,274
              
              
              186,840Income
                  taxes payable
              
              
              3,082
              
              
              4,519Deferred
                  revenue
              
              
              22,685
              
              
              15,075Total
                  current liabilities
              
              
              896,043
              
              
              736,353LONG
                  TERM LIABILITIESDeferred
                  revenue
              
              
              10,650
              
              
              6,767TOTAL
                  LIABILITIES
              
              
              906,693
              
              
              743,120COMMITMENTS
                  AND CONTINGENCIES (Note 5)STOCKHOLDERS'
                  EQUITYPreferred
                  stock; 1,000,000 shares authorized; 0 outstanding
              
              
              -
              
              
              -Common
                    stock, $.01 par value; 20,000,000 shares authorized; 2,195,283
                    shares
                    issued and outstanding on September 30, 2008 and 2,192,175 shares
                    issued
                    and outstanding on December 31, 2007
              
              
              21,953
              
              
              21,922Additional
                  paid-in capital
              
              
              6,745,614
              
              
              6,284,616Retained
                  (deficit) earnings
              
              
              (3,803,357
              )
              
              206,604Total
                  stockholders' equity
              
              
              2,964,210
              
              
              6,513,142TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              3,870,903
              
              $
              7,256,262





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


1





**PRESSURE
      BIOSCIENCES, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**(UNAUDITED)**


**For the Three Months Ended**
                **September 30,**
              
              **For the Nine Months****Ended**
                **September 30,****2008**
              
              **2007**
              
              **2008**
              
              **2007**REVENUE:PCT
                  Products, services, other
              
              $
              222,825
              
              $
              106,787
              
              $
              421,996
              
              $
              281,084Grant
                  revenue
              
              
              42,837
              
              
              31,265
              
              
              96,226
              
              
              190,715Total
                  revenue
              
              
              265,662
              
              
              138,052
              
              
              518,222
              
              
              471,799COSTS
                  AND EXPENSES:Cost
                  of PCT products and services
              
              
              130,533
              
              
              42,276
              
              
              267,416
              
              
              131,558Research
                  and development
              
              
              376,552
              
              
              519,303
              
              
              1,329,155
              
              
              1,518,851Selling
                  and marketing
              
              
              399,380
              
              
              379,448
              
              
              1,384,147
              
              
              986,801General
                  and administrative
              
              
              466,883
              
              
              578,238
              
              
              1,603,803
              
              
              1,683,782Total
                  operating costs and expenses
              
              
              1,373,348
              
              
              1,519,265
              
              
              4,584,521
              
              
              4,320,992Operating
                  loss from continuing operations
              
              
              (1,107,686
              )
              
              (1,381,213
              )
              
              (4,066,299
              )
              
              (3,849,193
              )OTHER
                  INCOME:Realized
                  gain on securities available for sale
              
              
              -
              
              
              -
              
              
              -
              
              
              2,028,720Interest
                  income
              
              
              9,481
              
              
              75,732
              
              
              56,338
              
              
              227,816Total
                  other income
              
              
              9,481
              
              
              75,732
              
              
              56,338
              
              
              2,256,536Loss
                  from continuing operations before income taxes
              
              
              (1,098,205
              )
              
              (1,305,481
              )
              
              (4,009,961
              )
              
              (1,592,657
              )Income
                  tax benefit from continuing operations
              
              
              -
              
              
              209,503
              
              
              -
              
              
              253,539Loss
                  from continuing operations
              
              
              (1,098,205
              )
              
              (1,095,978
              )
              
              (4,009,961
              )
              
              (1,339,118
              )DISCONTINUED
                  OPERATIONS:Gain
                  on sale of net assets related to discontinued operations (net of
                  income
                  tax of $218,060)
              
              
              -
              
              
              -
              
              
              -
              
              
              1,155,973Net
                  loss
              
              $
              (1,098,205
              )
              $
              (1,095,978
              )
              $
              (4,009,961
              )
              $
              (183,145
              )Loss
                  per share from continuing operations - basic and diluted
              
              $
              (0.50
              )
              $
              (0.53
              )
              $
              (1.83
              )
              $
              (0.65
              )Income
                  per share from discontinued operations - basic and diluted
              
              
              -
              
              
              -
              
              
              -
              
              
              0.56Net
                  loss per share - basic and diluted
              
              $
              (0.50
              )
              $
              (0.53
              )
              $
              (1.83
              )
              $
              (0.09
              )Weighted
                  average number of shares used to calculate (loss) income per share
                  - basic
                  and diluted
              
              
              2,195,283
              
              
              2,065,425
              
              
              2,193,692
              
              
              2,065,425




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


2




**PRESSURE
      BIOSCIENCES, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF COMPREHENSIVE LOSS**


**(UNAUDITED** )


**For the Three Months Ended**
                **September 30,**
              
              **For the Nine Months Ended**
                **September 30,****2008**
              
              **2007**
              
              **2008**
              
              **2007**Net loss
              
              $
              (1,098,205
              )
              $
              (1,095,978
              )
              $
              (4,009,961
              )
              $
              (183,145
              )Holding
                  gain
              
              
              -
              
              
              -
              
              
              -
              
              
              (27,479
              )Reclassification
                  of unrealized gain to realized gain on securitiesduring
                  the period
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,028,720
              )Unrealized
                  loss on marketable securities
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,056,199
              )Income
                  tax benefit related to items of other comprehensive loss
              
              
              -
              
              
              -
              
              
              -
              
              
              671,323Total
                  other comprehensive loss, net of taxes
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,384,876
              )Comprehensive
                  loss
              
              $
              (1,098,205
              )
              $
              (1,095,978
              )
              $
              (4,009,961
              )
              $
              (1,568,021
              )





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


3





**PRESSURE
      BIOSCIENCES, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**(UNAUDITED)**


**For the Nine Months Ended**
                **September 30,****2008**
              
              **2007**CASH FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (4,009,961
              )
              $
              (183,145
              )Less
                  gain on sale of discontinued operations
              
              
              -
              
              
              (1,155,973
              )Loss
                  from continuing operations
              
              $
              (4,009,961
              )
              $
              (1,339,118
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Depreciation
                  and amortization
              
              
              154,320
              
              
              130,436Stock-based
                  compensation expense
              
              
              451,279
              
              
              252,469Realized
                  gain on sale of marketable securities
              
              
              -
              
              
              (2,028,720
              )Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              (55,966
              )
              
              (37,647
              )Inventories
              
              
              (434,241
              )
              
              (218,451
              )Deposits
              
              
              438,973
              
              
              (354,203
              )Accounts
                  payable
              
              
              169,221
              
              
              86,570Accrued
                  employee compensation
              
              
              (6,138
              )
              
              38,220Deferred
                  revenue and other accrued expenses
              
              
              1,927
              
              
              (18,026
              )Prepaid
                  expenses and other current assets and other current
                  liabilities
              
              
              (58,959
              )
              
              465,221Net
                  cash used in operating activities from continuing
                  operations
              
              
              (3,349,545
              )
              
              (3,023,249
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Additions
                  to property and equipment
              
              
              (131,957
              )
              
              (120,039
              )Proceeds
                  from sale of marketable securities
              
              
              -
              
              
              2,033,397Net
                  cash (used in) provided by investing activities from continuing
                  operations
              
              
              (131,957
              )
              
              1,913,358CASH
                  FLOWS FROM FINANCING ACTIVITIES:Proceeds
                  from the issuance of common stock
              
              
              9,750
              
              
              -Net
                  cash provided by financing activities from continuing
                  operations
              
              
              9,750
              
              
              -CASH
                  FLOWS FROM DISCONTINUED OPERATIONS:Cash
                  flows from investing activities
              
              
              -
              
              
              1,780,071Net
                  cash provided by discontinued operations
              
              
              -
              
              
              1,780,071CHANGE
                  IN CASH AND CASH EQUIVALENTS:
              
              
              (3,471,752
              )
              
              670,180Cash
                  and cash equivalents, beginning of period
              
              
              5,424,486
              
              
              5,335,282Cash
                  and cash equivalents, end of period
              
              $
              1,952,734
              
              $
              6,005,462SUPPLEMENTAL
                  INFORMATION:Income
                  taxes paid
              
              $
              2,790
              
              $
              20,800Income
                  taxes received
              
              
              49,798
              
              
              723,801





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


4





**PRESSURE
      BIOSCIENCES, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2008**





**1)**
            **Business
                Overview and Management
                Plans**





We
      are a
      life sciences company focused on the development and commercialization of a
      novel, enabling, platform technology called pressure cycling technology (“PCT”).
      PCT uses cycles of hydrostatic pressure between ambient and ultra-high levels
      (up to 35,000 psi and greater) to control bio-molecular
      interactions.





Our
      pressure cycling technology uses internally developed instrumentation that
      is
      capable of cycling pressure between ambient and ultra-high levels at controlled
      temperatures to rapidly and repeatedly control the interactions of
      bio-molecules. Our instrument, the Barocycler®, and our internally developed
      consumables product line, which includes PULSE (Pressure Used to Lyse Samples
      for Extraction) Tubes as well as application specific kits, which include
      consumable products and reagents, together make up the PCT Sample Preparation
      System (“PCT SPS”).





We
      have
      experienced negative cash flows from operations with respect to our pressure
      cycling technology business since its inception. As of September 30, 2008,
      we
      had a cash balance of approximately $1.9 million. In July 2008, we
      implemented a number of cost reduction initiatives, including the delay of
      certain research and development projects, reduction in travel and meeting
      attendance for all personnel, continued reduction in investor relations
      activities, decreases in the base salary of most of our employees and all of
      our
      executive officers, and a reduction in our workforce which included the
      re-alignment of our sales force from seven full time sales directors to three.
      We have also delayed the hiring of new personnel to fill previously vacated
      positions. We believe that implementing such changes to our business plan allow
      us to extend our existing cash balances through the first quarter of 2009.





We
      need
      substantial additional capital to fund our current operations beyond the first
      quarter of 2009. While we are in discussions with potential investors, to date
      we have been unable to secure additional equity or debt financing on acceptable
      terms. If we remain unable to secure additional financing in the near-term,
      we
      expect to implement a number of additional cost reduction initiatives, such
      as
      further reductions in the cost of our workforce and the discontinuation of
      a
      number of business initiatives to further reduce our rate of cash utilization
      and extend our existing cash balances. We believe that these additional cost
      reduction initiatives, if undertaken, will provide us with additional time
      to
      continue our pursuit of additional funding sources and also strategic
      alternatives. In the event that we are unable to obtain financing on acceptable
      terms, we may be required to limit or cease our operations, pursue a plan to
      sell our operating assets, or otherwise modify our business strategy, which
      could materially harm our future business prospects . The accompanying financial
      statements are prepared on the basis that the Company will continue to operate
      as a going concern, and does not reflect any adjustments to reflect a possible
      liquidation or sale of the Company.




**2)**
            **Interim
                Financial Reporting**





The
      accompanying unaudited consolidated financial statements of Pressure
      BioSciences, Inc. have been prepared in accordance with accounting principles
      generally accepted in the United States of America (“generally accepted
      accounting principles” or “GAAP”) for interim financial information and with the
      instructions to the Quarterly Report on Form 10-Q. Accordingly, they do not
      include all of the information and footnotes required by generally accepted
      accounting principles for complete financial statements. In the opinion of
      management, all adjustments (consisting of only normal recurring adjustments)
      considered necessary for a fair presentation have been included. Operating
      results for the three months and nine months ended September 30, 2008 are not
      necessarily indicative of the results that may be expected for the year ending
      December 31, 2008. For further information, refer to the audited consolidated
      financial statements and footnotes thereto included in the Company’s Annual
      Report on Form 10-K (the “Form 10-K”) for the fiscal year ended December 31,
      2007.




**3)**
            **Summary
                of Significant Accounting
                Policies**





*Principles
      of Consolidation*





The
      consolidated financial statements include the accounts of Pressure BioSciences,
      Inc., and its wholly-owned subsidiary PBI BioSeq, Inc.





*Use
      of Estimates*





To
      prepare our consolidated financial statements in conformity with generally
      accepted accounting principles, we are required to make significant estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. In addition, significant estimates were made in projecting
      future cash flows to quantify impairment of assets, deferred tax assets and
      the
      costs associated with fulfilling our warranty obligations for the instruments
      that we sell, and in our calculation of fair value of stock options awarded.
      We
      base our estimates on historical experience and on various other assumptions
      that we believe to be reasonable under the circumstances, the results of which
      form the basis for making judgments about the carrying values of assets and
      liabilities that are not readily apparent from other sources. Actual results
      could differ from the estimates and assumptions used.


5





**PRESSURE
      BIOSCIENCES, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2008**





*Revenue
      Recognition*





We
      recognize revenue in accordance with the Securities and Exchange Commission’s
      (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, *Revenue
      Recognition* ("SAB
      104"). Revenue is recognized when realized or earned when all the following
      criteria have been met: persuasive evidence of an arrangement exists; delivery
      has occurred and risk of loss has passed to the customer; the seller’s price to
      the buyer is fixed or determinable; and collectibility is reasonably
      assured.





Our
      current instruments, the Barocycler NEP3229 and NEP2320, require a basic level
      of instrumentation expertise to set-up for initial operation. To support a
      favorable first experience for our customers, we send a representative to the
      customer site to install every Barocycler that we sell through our domestic
      sales force. The installation process includes uncrating and setting up the
      instrument and conducting introductory user training. Product revenue related
      to
      current Barocycler instrumentation is recognized upon the installation of our
      instrumentation at the customer location. Product revenue related to sales
      of
      PCT products to our foreign distributors is recognized upon shipment through
      a
      common carrier. We provide for the expected costs of warranty upon the
      recognition of revenue for the sales of our instrumentation. Our sales
      arrangements do not provide our customers with a right of return. Product
      revenue related to our consumable products such as PULSE Tubes and application
      specific kits is recorded upon shipment through a common carrier.  Shipping
      costs are included in the costs of sales. Any shipping costs billed to customers
      are recognized as revenue.





In
      accordance with the Financial Accounting Standards Board (“FASB”) Statement of
      Financial Accounting Standards (“SFAS”) No. 13, *“Accounting
      for Leases”* ,
      we
      account for our lease agreements under the operating method. We record revenue
      over the life of the lease term and we record depreciation expense on a
      straight-line basis over the thirty-six month estimated useful life of the
      Barocycler instrument. The depreciation expense associated with assets under
      lease agreement is included in the “Cost of PCT products and services” line item
      in our consolidated statements of operations. Many of our lease and rental
      agreements allow the lessee to purchase the instrument at any point during
      the
      term of the agreement with partial, or full, credit for rental payments
      previously made. We pay all maintenance costs associated with the instrument
      during the term of the leases.





Revenue
      from government grants is recorded when expenses are incurred under the grant
      in
      accordance with the terms of the grant award.





Our
      transactions sometimes involve multiple elements (i.e., products and services).
      Revenue under multiple element arrangements is recognized in accordance with
      Emerging Issues Task Force (“EITF”) Issue No. 00-21, *“Accounting
      for Revenue Arrangements with Multiple Deliverables”* .
      Under
      this method, if an element is determined to be a separate unit of accounting,
      the revenue for the element is based on fair value and determined by vendor
      specific objective evidence (“VSOE”), and recognized at the time of delivery. If
      an arrangement includes undelivered elements that are not essential to the
      functionality of the delivered elements, we defer the fair value of the
      undelivered elements with the residual revenue allocated to the delivered
      elements. Fair value is determined based upon the price charged when the element
      is sold separately. If there is not sufficient evidence of the fair value of
      the
      undelivered elements, no revenue is allocated to the delivered elements and
      the
      total consideration received is deferred until delivery of those elements for
      which objective and reliable evidence of the fair value is not available. We
      provide certain customers with extended service contracts and, to the extent
      VSOE is established, these service revenues are recognized ratably over the
      life
      of the contract which is generally one to four years.




*Cash
      and Cash Equivalents*





Our
      policy is to invest available cash in short-term, investment grade
      interest-bearing obligations, including money market funds, and bank and
      corporate debt instruments. Securities purchased with initial maturities of
      three months or less are valued at cost plus accrued interest, which
      approximates fair market value, and are classified as cash equivalents.





*Research
      and Development*





Research
      and development costs, which are comprised of costs incurred in performing
      research and development activities including wages and associated employee
      benefits, facilities, consumable products and overhead costs that are expensed
      as incurred. Our research activities are performed at our laboratories in
      Woburn, Massachusetts and Rockville, Maryland and in conjunction with the
      collaboration partner sites.  In support of our research and development
      activities we utilize our Barocycler instruments that are capitalized as fixed
      assets and depreciated over their expected useful life.


6





**PRESSURE
      BIOSCIENCES, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2008**




*Inventories*





Inventories
      are valued at the lower of cost or market.  The composition of inventory as
      of September 30, 2008 and December 31, 2007 is as follows:


September 30,
              
              December 31,2008
              
              2007Raw
                  materials
              
              $
              88,097
              
              $
              28,115Finished
                  goods
              
              
              518,692
              
              
              144,433Total
              
              $
              606,789
              
              $
              172,548





Our
      finished goods inventory as of September 30, 2008 included 32 Barocycler
      instruments. Our finished goods inventory as of December 31, 2007 included
      8
      Barocycler instruments.





*Property
      and Equipment*





Property
      and equipment are stated at cost, less accumulated depreciation. For financial
      reporting purposes, depreciation is recognized using the straight-line method,
      allocating the cost of the assets over their estimated useful lives of three
      years for certain laboratory equipment, from three to five years for management
      information systems and office equipment, and three years for all PCT finished
      units classified as fixed assets.





*Intangible
      Assets*





We
      have
      classified as intangible assets, costs associated with the fair value of
      acquired intellectual property.  Intangible assets including patents are
      amortized on a straight-line basis over sixteen years.  We perform a
      quarterly review of our intangible assets for impairment.  When impairment
      is indicated, any excess of carrying value over fair value is recorded as a
      loss. An impairment analysis of intangible assets was performed as of December
      31, 2007 and we reviewed the analysis as of September 30, 2008. We have
      concluded that there is no impairment of intangible assets.





*Long-Lived
      Assets and Deferred Costs*





In
      accordance with FASB SFAS No. 144, *“Accounting
      for the Impairment or Disposal of Long-Lived Assets”* ,
      if
      indicators of impairment exist, we assess the recoverability of the affected
      long-lived assets by determining whether the carrying value of such assets
      can
      be recovered through the undiscounted future operating cash flows. If impairment
      is indicated, we measure the amount of such impairment by comparing the carrying
      value of the asset to the fair value of the asset and record the impairment
      as a
      reduction in the carrying value of the related asset and a charge to operating
      results. While our current and historical operating losses and cash flow are
      indicators of impairment, we performed an impairment test as of December 31,
      2007 and we reviewed the analysis as of September 30, 2008. We have concluded
      that there is no impairment of long-lived assets.





*Concentrations*





*Credit
      Risk*





Our
      financial instruments that potentially subject us to concentrations of credit
      risk consist primarily of cash, cash equivalents and trade receivables. We
      have
      cash investment policies which, among other things, limit investments to
      investment-grade securities. We perform ongoing credit evaluations of our
      customers, and the risk with respect to trade receivables is further mitigated
      by the fact that many of our customers are government institutions and
      university laboratories.


7





**PRESSURE
      BIOSCIENCES, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2008**





The
      following tables illustrate the level of concentration as a percentage of total
      revenues during the three and nine months ended September 30, 2008 and
      2007:


For the Three Months EndedSeptember 30,2008
              
              2007Top
                  Five Customers
              
              
              79
              %
              
              97
              %Federal
                  Agencies
              
              
              31
              %
              
              51
              %
 
 For the Nine Months EndedSeptember 30,2008
              
              2007Top
                  Five Customers
              
              
              62
              %
              
              70
              %Federal
                  Agencies
              
              
              27
              %
              
              70
              %





The
      following table illustrates the level of concentration as a percentage of total
      accounts receivable balance as of September 30, 2008 and December 31, 2007:


September 30,
              
              December 31,2008
              
              2007Top
                  Five Customers
              
              
              85
              %
              
              94
              %Federal
                  Agencies
              
              
              4
              %
              
              41
              %





*Product
      Supply*





Source
      Scientific, LLC has been our sole contract manufacturer for all of our PCT
      instrumentation. We have initiated several engineering initiatives to position
      us for greater independence from any one supplier, and we are in the process
      of
      developing a network of manufacturers and sub-contractors to reduce our reliance
      on any single supplier. Until we develop a network of manufacturers and
      subcontractors, obtaining alternative sources of supply or manufacturing
      services could involve significant delays and other costs and challenges, and
      may not be available to us on reasonable terms, if at all. The failure of a
      supplier or contract manufacturer to provide sufficient quantities, acceptable
      quality and timely products at an acceptable price, or an interruption of
      supplies from such a supplier could harm our business and prospects.





*Computation
      of Loss per Share*





Basic
      loss per share is computed by dividing loss available to common shareholders
      by
      the weighted average number of common shares outstanding. Diluted loss per
      share
      is computed by dividing loss available to common shareholders by the weighted
      average number of common shares outstanding plus additional common shares that
      would have been outstanding if dilutive potential common shares had been issued.
      For purposes of this calculation, stock options are considered common stock
      equivalents in periods in which they have a dilutive effect. Stock options
      that
      are anti-dilutive are excluded from this calculation.





The
      following table illustrates our computation of loss per share for the three
      months and nine months ended September 30, 2008 and 2007:


For the Three Months Ended
                September 30,
              
              For the Nine Months Ended
                September 30,2008
              
              2007
              
              2008
              
              2007Numerator:Loss
                  from continuing operations - basic and diluted
              
              $
              (1,098,205
              )
              $
              (1,095,978
              )
              $
              (4,009,961
              )
              $
              (1,339,118
              )Denominator:Weighted
                  average shares outstanding - basic and diluted
              
              
              2,195,283
              
              
              2,065,425
              
              
              2,193,692
              
              
              2,065,425Loss
                  per share from continuing operations - basic and diluted
              
              $
              (0.50
              )
              $
              (0.53
              )
              $
              (1.83
              )
              $
              (0.65
              )Shares
                  excluded from calculations
              
              
              28,975
              
              
              167,757
              
              
              124,879
              
              
              170,024





*Accounting
      for Income Taxes*





Effective
      January 1, 2007, we adopted the provisions of FASB Interpretation
      No. 48, “ *Accounting*  *for
      Uncertainty in Income Taxes - an Interpretation of FASB Statement
      No. 109”* (“FIN
      48”). FIN 48 clarifies the accounting for uncertainty in income
      taxes recognized in an enterprise’s financial statements in accordance with
      SFAS No. 109, *“Accounting
      for Income Taxes”* .
      This
      interpretation prescribes a recognition threshold and measurement attribute
      for
      the financial statement recognition and measurement of a tax position taken
      or
      expected to be taken in a tax return. FIN 48 also provides guidance on
      de-recognition of tax benefits, classification on the balance sheet, interest
      and penalties, accounting in interim periods, disclosure, and transition.


8





**PRESSURE
      BIOSCIENCES, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2008**





We
      account for income taxes under the asset and liability method, which requires
      recognition of deferred tax assets, subject to valuation allowances, and
      liabilities for the expected future tax consequences of events that have been
      included in the financial statements or tax returns. Deferred income taxes
      reflect the net tax effects of temporary differences between the carrying
      amounts of asset and liabilities for financial reporting and income tax
      purposes. A valuation allowance is established if it is more likely than not
      that all or a portion of the net deferred tax assets will not be realized.




*Accounting
      for Stock-Based Compensation*





We
      maintain equity compensation plans under which grants of incentive stock options
      and non-qualified stock options are granted to employees, independent members
      of
      our Board of Directors and outside consultants. We recognize equity compensation
      expense over the requisite service period using the Black-Scholes formula to
      estimate the fair value of the stock options on the date of grant. Since January
      1, 2006, we have accounted for our stock option expense in accordance with
      the
      provisions of SFAS No. 123 (revised 2004), *“Share-Based
      Payment”* ,
      or SFAS
      123R.





We
      recognized stock-based compensation expense of $81,285 and $99,876 for the
      three
      months ended September 30, 2008 and 2007, respectively. The following table
      summarizes the effect of this stock-based compensation expense within each
      of
      the line items of our costs and expenses within our Consolidated Statements
      of
      Operations:


For the Three Months Ended,September 30,2008
              
              2007Cost
                  of PCT products and services
              
              
              -
              
              $
              1,759Research
                  and development
              
              
              34,262
              
              
              36,023Selling
                  and marketing
              
              
              11,823
              
              
              19,698General
                  and administrative
              
              
              35,200
              
              
              42,396Total
                  stock-based compensation expense
              
              $
              81,285
              
              $
              99,876





We
      recognized stock-based compensation expense of $451,279 and $252,469 for the
      nine months ended September 30, 2008 and 2007, respectively. The following
      table
      summarizes the effect of this stock-based compensation expense within each
      of
      the line items of our costs and expenses within our Consolidated Statements
      of
      Operations:


For the Nine Months Ended,September 30,2008
              
              2007Cost
                  of PCT products and services
              
              $
              -
              
              $
              4,746Research
                  and development
              
              
              131,132
              
              
              100,450Selling
                  and marketing
              
              
              87,055
              
              
              39,191General
                  and administrative
              
              
              233,092
              
              
              108,082Total
                  stock-based compensation expense
              
              $
              451,279
              
              $
              252,469





The
      provisions of SFAS 123R require that we make an estimate of our forfeiture
      rate
      and adjust the expense that we recognize to reflect the estimated number of
      stock options that will go unexercised. Our historical forfeiture rate has
      been
      approximately 5%, so we used this rate as our assumption in calculating future
      stock-based compensation expense.





During
      the three months ended September 30, 2008 and 2007, the total fair value of
      stock options awarded was $147,757 and $79,295, respectively. During the nine
      months ended September 30, 2008 and 2007, the total fair value of stock options
      awarded was $375,865 and $460,617, respectively.





As
      of
      September 30, 2008, the total estimated fair value of unvested stock options
      to
      be amortized over their remaining vesting period was $491,885. The non-cash,
      stock based compensation expense associated with the vesting of these options
      will be $99,318 in 2008, $246,874 in 2009, $110,079 in 2010 and $35,614 in
      2011.


9


**PRESSURE
      BIOSCIENCES, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2008**





*Fair
      Value of Financial Instruments*





Due
      to
      their short maturities, the carrying amounts for cash and cash equivalents,
      accounts receivable, accounts payable, and accrued expenses approximate their
      fair value. Long-term liabilities are primarily related to liabilities
      transferred under contractual arrangements with carrying values that approximate
      fair value.





*Reclassifications*





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





*Investment
      in Marketable Securities*





As
      of
      September 30, 2008, we had no investments in marketable securities. During
      the
      nine months ended September 30, 2007, we sold our remaining 513,934 shares
      of
      Panacos Pharmaceuticals, Inc. to generate a realized gain of $2,028,720, on
      proceeds of $2,033,397. During 2007, we accounted for this investment in
      accordance with the provisions of SFAS 115 *“Accounting
      for Certain Investments in Debt and Equity Securities”* as
      securities available for sale.





*Advertising*





Advertising
      costs are expensed as incurred. During the three months ended September 30,
      2008
      and 2007, we incurred $21,354 and $9,436 respectively in advertising expense.
      During the nine months ended September 30, 2008 and 2007, we incurred $47,456
      and $24,897 respectively in advertising expense.





*Rent
      Expense*





Rental
      costs are expensed as incurred. During the three months ended September 30,
      2008
      and 2007, we incurred $39,896 and $21,620, respectively in rent expense for
      the
      use of our corporate office and research and development facilities. During
      the
      nine months ended September 30, 2008 and 2007, we incurred $111,614 and $63,058,
      respectively in rent expense for the use of our corporate office and research
      and development facilities.





**4)**
            **Discontinued
                Operations**




In
      June 2004, we transferred certain assets and liabilities of our PBI Source
      Scientific, Inc. subsidiary to a newly formed limited liability company
      known as Source Scientific, LLC. At the time of the transfer, we owned 100%
      of
      the ownership interests of Source Scientific, LLC. We subsequently sold 70%
      of
      our ownership interests of Source Scientific, LLC to Mr. Richard Henson and
      Mr. Bruce A. Sargeant pursuant to a purchase agreement (the “Source
      Scientific Agreement”). As a result of the sale of 70% of our ownership
      interests, Mr. Henson and Mr. Sargeant each owned 35% and we owned the
      remaining 30% of Source Scientific, LLC. Under the Source Scientific Agreement,
      we received notes receivable in the aggregate amount of $900,000 (the “Notes”)
      payable at the end of three years bearing 8% interest. The Source Scientific
      Agreement offered Mr. Henson and Mr. Sargeant the option (“the
      Option”) to purchase our 30% ownership interest in Source Scientific, LLC until
      May 31, 2007, at an escalating premium (10-50%) over our initial ownership
      value, provided that they first paid off the Notes in their
      entirety.





On
      May
      29, 2007, we executed a consent agreement with Mr. Henson and Mr. Sargeant,
      Source Scientific LLC, and BIT Analytical Instruments, Inc. (“the Consent
      Agreement”) pursuant to which the Notes were repaid in full in the aggregate
      amount of $1,201,534 in principal and interest, and Mr. Henson and Mr. Sargeant
      exercised their Option (through BIT Analytical Instruments, Inc.) to purchase
      our remaining 30% ownership interest in Source Scientific, LLC for an aggregate
      price of $578,573. As a result of these transactions we no longer retained
      any
      direct or indirect ownership interest in Source Scientific, LLC.





Upon
      execution of the Consent Agreement we accounted for the total gain on the sale
      of our ownership interests in Source Scientific, LLC as discontinued operations.
      During the three and nine months ended September 30, 2007, we recorded a gain
      on
      sale of net assets related to discontinued operations, net of income tax of
      $1,534,476 and $1,155,973, respectively.





**5)**
            **Commitments
                and Contingencies**





*Operating
      Leases*





Our
      corporate offices are currently located at 14 Norfolk Avenue, South Easton,
      Massachusetts 02375.  In November 2007, we signed an 18 month lease
      agreement commencing in February 2008, pursuant to which we lease approximately
      5,500 square feet of office space, with an option for an additional 18 months.
      We pay approximately $6,500 per month for the use of these facilities.


10


**PRESSURE
      BIOSCIENCES, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2008**





On
      June
      1, 2006, we entered into a lease agreement with Scheer Partners and the Maryland
      Economic Development Corporation, pursuant to which we lease laboratory and
      office space in Rockville, MD. In August 2007, we extended this lease agreement
      through May 31, 2009. We pay approximately $3,300 per month for the use of
      these
      facilities.





On
      March
      1, 2006, we entered into a sub-lease agreement with Proteome Systems, pursuant
      to which we lease approximately 650 square feet of laboratory space plus 100
      square feet of office space from Proteome Systems in Woburn, Massachusetts.
      The
      lease period extends through December 31, 2008 and we pay approximately $3,200
      per month for the use of these facilities.





*Royalty
      Commitments*





In
      1996,
      we acquired our initial equity interest in BioSeq, Inc., which at the time
      was
      developing our original pressure cycling technology.  BioSeq, Inc. acquired
      its pressure cycling technology from BioMolecular Assays, Inc. (“BMA”) under a
      technology transfer and patent assignment agreement.  In 1998, we purchased
      all of the remaining outstanding capital stock of BioSeq, Inc., and at such
      time, the technology transfer and patent assignment agreement was amended to
      require us to pay BioMolecular Assays, Inc. a 5% royalty on our sales of
      products or services that incorporate or utilize the original pressure cycling
      technology that BioSeq, Inc. acquired from BMA.  We are also required to
      pay BMA 5% of the proceeds from any sale, transfer or license of all or any
      portion of the original pressure cycling technology.  These payment
      obligations terminate in 2016.  During the three months ended September 30,
      2008 and 2007, we incurred approximately $10,236 and $5,518, respectively in
      royalty expense associated with our obligation to BMA. During the nine months
      ended September 30, 2008 and 2007, we incurred approximately $18,687 and
      $14,021, respectively in royalty expense associated with our obligation to
      BMA.





In
      connection with our acquisition of BioSeq, Inc., we licensed certain limited
      rights to the original pressure cycling technology back to BMA.   This
      license is non-exclusive and limits the use of the original pressure cycling
      technology by BMA solely for molecular applications in scientific research
      and
      development and in scientific plant research and development.  BMA is
      required to pay us a royalty equal to 20% of any license or other fees and
      royalties, but not including research support and similar payments, it receives
      in connection with any sale, assignment, license or other transfer of any rights
      granted to BMA under the license. BMA must pay us these royalties until the
      expiration of the patents held by BioSeq, Inc. in 1998, which we anticipate
      will
      be in 2016.  We have not received any royalty payments from BMA under this
      license.





*Purchase
      Commitments*





On
      September 18, 2008, we submitted a purchase order to Source Scientific, LLC,
      the
      manufacturer of the Company’s PCT Barocycler instrumentation, for 50 Barocycler
      NEP2320 units. Pursuant to the terms of the purchase order, we placed a deposit
      with Source Scientific, LLC, of approximately $100,000, representing
      approximately 25% of the expected total value of the order, upon submission
      of
      the purchase order. On November 12, 2008, we placed an additional deposit of
      approximately $100,000 with Source Scientific, LLC to provide them with funds
      required to commence manufacturing of the NEP2320 units ordered. The purchase
      price for the 50 Barocycler NEP2320 units is based upon a fixed bill of
      materials. We expect that the NEP2320 units will be completed and ready for
      sale
      to our customers during the first quarter of 2009, we will be billed for the
      unpaid purchase price of each unit at the time each unit is completed and ready
      for sale. As of December 31, 2007 we had $379,000 on deposit with Source for
      54
      remaining units pursuant to open purchase orders.





*Indemnification*





In
      connection with our sale of substantially all of the assets of Boston Biomedica,
      Inc. (“BBI Core Businesses”) to SeraCare Life Sciences, Inc. in September 2004,
      we continue to be exposed to possible indemnification claims in amounts up
      to
      the purchase price of approximately $29 million. Our indemnification obligations
      for breaches of some representations and warranties relating to compliance
      with
      environmental laws extend until September 14, 2009, representations and
      warranties relating to tax matters extend for the applicable statute of
      limitations period (which varies depending on the nature of claim), and
      representations and warranties relating to our due organization, subsidiaries,
      authorization to enter into and perform the transactions contemplated by the
      Asset Purchase Agreement and brokers fees, extend indefinitely.





*Severance
      and Change of Control Agreements*





Each
      of
      our executive officers is entitled to receive a severance payment if terminated
      by the Company without cause. The severance benefits would include a payment
      in
      an amount equal to one year of each executive officer’s annualized base salary
      compensation plus accrued paid time off. Additionally, each executive officer
      will be entitled to receive medical and dental insurance coverage for one year
      following the date of termination. The total commitment related to these
      agreements in the aggregate is approximately $1.0 million.


11


**PRESSURE
      BIOSCIENCES, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2008**




Each
      of
      our executive officers, other than Mr. Richard T. Schumacher, our President
      and
      Chief Executive Officer, is entitled to receive a change of control payment
      in
      an amount equal to one year of such executive officer’s annualized base salary
      compensation, accrued paid time off, and medical and dental coverage, in the
      event of a change of control of the Company. In the case of Mr. Schumacher,
      this
      payment would be equal to two years of annualized base salary compensation,
      accrued paid time off, and two years of medical and dental coverage. The total
      commitment related to these agreements in the aggregate is approximately $1.3
      million.





**6)**
            **Stockholders’
                Equity**




*Preferred
      Stock*





In
      1996,
      our Board of Directors authorized the issuance of 1,000,000 shares of preferred
      stock with a par value of $0.01. As of September 30, 2008 none of these shares
      have been issued.





*Common
      Stock*





*Shareholders
      Rights Plan*





On
      March
      3, 2003, our Board of Directors adopted a shareholder rights plan (“the Rights
      Plan”) and declared a distribution of one Right for each outstanding share of
      our Common Stock to shareholders of record at the close of business on March
      21,
      2003 (the “Rights”). Initially, the Rights will trade automatically with the
      common stock and separate Right Certificates will not be issued.  The
      Rights Plan is designed to deter coercive or unfair takeover tactics and to
      ensure that all of our shareholders receive fair and equal treatment in the
      event of an unsolicited attempt to acquire the Company. The Rights Plan was
      not
      adopted in response to any effort to acquire the Company and the Board is not
      aware of any such effort. The Rights will expire on February 27, 2013 unless
      earlier redeemed or exchanged.  Each Right entitles the registered holder,
      subject to the terms of a Rights Agreement, to purchase from the Company one
      one-thousandth of a share of the Company’s Series A Junior Participating
      Preferred Stock at a purchase price of $45.00 per one one-thousandth of a share,
      subject to adjustment. In general, the Rights will not be exercisable until
      a
      subsequent distribution date which will only occur if a person or group acquires
      beneficial ownership of 15% or more of our common stock or announces a tender
      or
      exchange offer that would result in such person or group owning 15% or more
      of
      the common stock. With respect to any person or group who currently beneficially
      owns 15% or more of our common stock, the Rights will not become exercisable
      unless and until such person or group acquires beneficial ownership of
      additional shares of common stock.





Subject
      to certain limited exceptions, if a person or group acquires beneficial
      ownership of 15% or more of our outstanding common stock or if a current 15%
      beneficial owner acquires additional shares of common stock, each holder of
      a
      Right (other than the 15% holder whose Rights become void once such holder
      reaches the 15% threshold) will thereafter have a right to purchase, upon
      payment of the purchase price of the Right, that number of shares of our common
      stock which at the time of such transaction will have a market value equal
      to
      two times the purchase price of the Right.  In the event that, at any time
      after a person or group acquires 15% or more of our common stock, we are
      acquired in a merger or other business combination transaction or 50% or more
      of
      our consolidated assets or earning power are sold, each holder of a Right will
      thereafter have the right to purchase, upon payment of the purchase price of
      the
      Right, that number of shares of common stock of the acquiring company which
      at
      the time of such transaction will have a market value of two times the purchase
      price of the Right.





Our
      Board
      of Directors may exchange the Rights (other than Rights owned by such person
      or
      group which have become void), in whole or in part, at an exchange ratio of
      one
      share of common stock per Right (subject to adjustment).  At any time prior
      to the time any person or group acquires 15% or more of our common stock, the
      Board of Directors may redeem the Rights in whole, but not in part, at a price
      of $0.001 per Right.





*Stock
      Options*





On
      June
      16, 2005, our stockholders approved our 2005 Equity Incentive Plan (the “Plan”)
      pursuant to which an aggregate of 1,000,000 shares of our common stock were
      reserved for issuance upon exercise of stock options or other equity awards
      made
      under the Plan.  On September 25, 2008, our stockholders approved an
      amendment to our 2005 Equity Incentive Plan pursuant to which the number of
      shares reserved for issuance upon exercise of stock options or other equity
      awards made under the plan was increased from 1,000,000 shares to 1,500,000
      shares. Under the Plan, we may award stock options, shares of common stock,
      and
      other equity interests in the Company to employees, officers, directors,
      consultants, and advisors, and to any other persons the Board of Directors
      deems
      appropriate. As of September 30, 2008, options to acquire 989,500 shares were
      outstanding under the Plan.


12


**PRESSURE
      BIOSCIENCES, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2008**





We
      also
      have 244,000 stock options outstanding under our 1999 Non-qualified Plan and
      6,500 stock options outstanding under our 1994 Incentive Stock Option Plan.
      As
      of September 30, 2008, there were 4,800 shares available for future grant under
      the 1999 Non-qualified Plan. The 1994 Incentive Stock Option Plan expired;
      therefore, there are no shares available for future grants under this
      plan.




The
      following tables summarize information concerning stock options outstanding
      and
      exercisable:





Weighted
            
            
            
            WeightedAverage price
            
            
            
            Average priceShares
            
            per share
            
            Exercisable
            
            per shareBalance
                outstanding, 12/31/2007
            
            
            1,120,500
            
            $
            3.45
            
            
            691,166
            
            $
            3.23Granted
            
            
            171,500
            
            
            3.60Exercised
            
            
            (3,000
            )
            
            3.25Expired
            
            
            -Forfeited
            
            
            (49,000
            )
            
            4.56Balance
                outstanding, 9/30/2008
            
            
            1,240,000
            
            $
            3.43
            
            
            929,834
            
            $
            3.35




Options Outstanding
              
              Options ExercisableWeighted Average
              
              
              
              Weighted AverageRemaining
              
              
              
              
              
              RemainingRange of Exercise
              
              Number of
              
              Contractual
              
              Exercise
              
              Number of
              
              Contractual
              
              ExercisePrices
              
              Options
              
              Life
              
              Price
              
              Options
              
              Life
              
              Price$2.50   -   $2.70
              
              
              159,000
              
              
              3.9
              
              $
              2.64
              
              
              159,000
              
              
              3.9
              
              $
              2.642.71   -   3.08
              
              
              427,500
              
              
              6.7
              
              
              2.92
              
              
              343,000
              
              
              5.9
              
              
              2.963.09  
                  -   3.95
              
              
              381,500
              
              
              7.6
              
              
              3.71
              
              
              245,500
              
              
              7.5
              
              
              3.713.96  
                  -   5.93
              
              
              272,000
              
              
              8.2
              
              
              4.30
              
              
              182,334
              
              
              7.8
              
              
              4.19$2.50  
                  -   $5.93
              
              
              1,240,000
              
              
              7.0
              
              $
              3.43
              
              
              929,834
              
              
              6.4
              
              $
              3.35





The
      aggregate intrinsic value of options outstanding and exercisable as of September
      30, 2008 and December 31, 2007 is illustrated in the table below:


September 30,
              
              December 31,2008
              
              2007Stock
                  options, outstanding
              
              $
              -
              
              $
              2,162,565Stock
                  options, exercisable
              
              
              -
              
              
              1,486,007




*Sale
      of Common Stock*





On
      November 21, 2007, we completed a private placement pursuant to which we sold
      an
      aggregate of 126,750 shares of common stock, $0.01 par value (the “Shares”), for
      a purchase price of $5.00 per share, resulting in gross proceeds to us of
      approximately $633,750 (the “Private Placement”). The Shares were issued and
      sold to a total of 8 accredited investors pursuant to a Securities Purchase
      Agreement entered into as of November 21, 2007 (the “Securities Purchase
      Agreement”).





The
      Shares were issued in the Private Placement without registration under the
      Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the
      exemption from registration set forth in Rule 506 of Regulation D (“Regulation
      D”) promulgated under the Securities Act. We based such reliance upon
      representations made by each purchaser of Shares, including, but not limited
      to,
      representations as to the purchaser’s status as an “accredited investor” (as
      defined in Rule 501(a) under Regulation D) and the purchaser’s investment
      intent. The Shares were not offered or sold by any form of general solicitation
      or general advertising, as such terms are used in Rule 502 under Regulation
      D.
      The Shares may not be offered or sold in the United States absent an effective
      registration statement or an exemption from the registration requirements under
      applicable federal and state securities laws.





In
      connection with the Private Placement, we filed a Registration Statement on
      Form
      S-3 (the “Registration Statement”) covering the resale of the Shares purchased
      in the Private Placement, which became effective on January 22,
      2008.


13





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





***SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS***





This
      Quarterly Report on Form 10-Q contains forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
      Securities Exchange Act of 1934.  In some cases, forward-looking statements
      are identified by terms such as “may”, “will”, “should”, “could”, “would”,
“expects”, “plans”, “anticipates”, “believes”, “estimates”, “projects”,
“predicts”, “potential”, and similar expressions intended to identify
      forward-looking statements. Such statements include, without limitation,
      statements regarding:





-
            our
                ability to raise additional equity or debt financing on acceptable
                terms,
                if at all;-
            our
                belief that we have sufficient liquidity to finance our current operations
                through the end of the first quarter of 2009 due to certain cost
                reduction
                initiatives we have undertaken;-
            our
                need to take additional cost reduction measures, cease operations
                or sell
                our operating assets, if we are unable to obtain additional financing
                in
                the near-term;-
            the
                amount of cash necessary to operate our business;-
            our
                plans and expectations with respect to our pressure cycling technology
                (PCT) operations, including our expected amount of research and
                development, selling and marketing and general and administrative
                expense;-
            the
                anticipated timing of commencement and completion of our recently
                placed
                purchase order for 50 Barocycler NEP2320 units;-
            potential
                applications and growth for our PCT products;-
            market
                acceptance and the potential for commercial success of our PCT
                products;-
            the
                expected development and success of new product
                offerings;-
            the
                expected benefits and results from our research and development efforts;-
            the
                expected benefits and results from our collaboration
                program;-
            the
                anticipated uses of grant revenue and our expectation of increased
                grant
                revenue in future periods;-
            general
                economic conditions; and-
            the
                anticipated future financial performance and business operations
                of our
                company.





These
      forward-looking statements are only predictions and involve known and unknown
      risks, uncertainties, and other factors that may cause our actual results,
      levels of activity, performance, or achievements to be materially different
      from
      any future results, levels of activity, performance, or achievements expressed
      or implied by such forward-looking statements. Also, these forward-looking
      statements represent our estimates and assumptions only as of the date of this
      Report.  Except as otherwise required by law, we expressly disclaim any
      obligation or undertaking to release publicly any updates or revisions to any
      forward-looking statement contained in this Report to reflect any change in
      our
      expectations or any change in events, conditions, or circumstances on which
      any
      of our forward-looking statements are based or to conform to actual
      results.




Factors
      that could cause or contribute to differences in our future financial and
      operating results include those discussed in the risk factors set forth in
      Item
      6 of our Annual Report on Form 10-K for the year ended December 31, 2007, as
      well as those discussed elsewhere in this Report, including the following:




**If
      we fail to obtain substantial additional capital, we may not be able to continue
      our business.**




Our
      business will be harmed if we are unable to secure substantial additional
      capital to fund our current operations beyond the first quarter of 2009. While
      we are in discussions with potential investors, to date we have been unable
      to
      secure additional equity or debt financing on acceptable terms. If we remain
      unable to secure additional financing in the near-term, we expect to implement
      a
      number of additional cost reduction initiatives, such as further reductions
      in
      the cost of our workforce and the discontinuation of a number of business
      initiatives to further reduce our rate of cash utilization and extend our
      existing cash balances. We believe that these additional cost reduction
      initiatives, if undertaken, will provide us with additional time to continue
      our
      pursuit of additional funding sources and also strategic alternatives. If
      adequate funds are not available to us on satisfactory terms, we will be
      required to limit or cease our operations, or otherwise modify our business
      strategy, which could materially harm our future business prospects. If we
      are
      able to obtain additional funds by selling any of our equity securities, the
      percentage ownership of our stockholders will be reduced, stockholders may
      experience substantial dilution, the price of our common stock may decline,
      or
      the equity securities issued may have rights, preferences or privileges senior
      to the common stock.


14


**Our
      actual results and performance, including our ability to raise additional
      capital, may be adversely affected by current economic conditions.**





Our
      actual results and performance could be adversely affected by the current
      economic conditions in the global economy, which pose a risk to the overall
      demand for our products from our customers who may elect to defer or cancel
      purchases of our products in response to tighter credit markets, negative
      financial news and general uncertainty in the economy. In addition, our ability
      to obtain additional financing, on acceptable terms, if at all, may be adversely
      affected by the crisis in the credit markets and the uncertainty in the current
      economic climate.





We
      qualify all of our forward-looking statements by these cautionary statements.
      You should read this section in combination with the section entitled
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations for the year ended December 31, 2007 included in our Annual
      Report on Form 10-K for the year ended December 31, 2007.


15


**OVERVIEW**





We
      are a
      life sciences company focused on the development and commercialization of a
      novel, enabling, platform technology called pressure cycling technology (“PCT”).
      PCT uses cycles of hydrostatic pressure between ambient and ultra-high levels
      (up to 35,000 psi and greater) to control bio-molecular
      interactions.





Our
      pressure cycling technology uses internally developed instrumentation that
      is
      capable of cycling pressure between ambient and ultra-high levels at controlled
      temperatures to rapidly and repeatedly control the interactions of
      bio-molecules. Our instrument, the Barocycler®, and our internally developed
      consumables product line, which includes PULSE (Pressure Used to Lyse Samples
      for Extraction) Tubes as well as application specific kits, which include
      consumable products and reagents, together make up the PCT Sample Preparation
      System (“PCT SPS”).





Our
      pressure cycling technology employs a unique approach that we believe has the
      potential for broad applications in a number of established and emerging life
      sciences areas, including;





-
            sample
                preparation for genomic, proteomic, metabolomic, lipidomic, and small
                molecule studies;


-
            pathogen
                inactivation;


-
            protein
                purification;


-
            control
                of chemical (enzymatic) reactions; and


-
            immunodiagnostics.





Since
      we
      began operations as Pressure BioSciences in February 2005, we have focused
      substantially all of our research and development and commercialization efforts
      on sample preparation for genomic, proteomic, metabolomic, lipidomic, and small
      molecule studies.





Our
      business strategy is to commercialize pressure cycling technology in the area
      of
      sample preparation for genomic, proteomic, metabolomic, lipidomic, and small
      molecule studies (“sample preparation”). We also plan to pursue the further
      development and commercialization of PCT in other life sciences applications,
      which could include working with various strategic partners that have greater
      scientific and regulatory expertise in the respective applications than we
      do.





To
      support our current strategy, our primary focus is the execution of our
      commercialization plan for PCT in sample preparation. If we are successful
      commercializing our technology in the sample preparation market, we believe
      that
      our financial results will be positively affected by a combination of the
      revenue from the sale, lease, and rental of the Barocycler instruments, and
      by
      the recurring revenue streams that we hope to realize from the sale of the
      single-use PULSE Tubes, PCT-dependent kits, and  extended
      service contracts on our instrumentation. We believe the recurring revenue
      streams that could be generated from our instruments in the field are a very
      important component of our future financial success. Therefore, we believe
      that
      in the short-term it is more important for us to focus on increasing the number
      of installed Barocyclers in the field than it is for us to record revenue in
      the
      current period. To this end, we have offered our prospective customers the
      opportunity to lease or rent the Barocycler instruments, and in some cases
      we
      have engaged in short-term reagent rental agreements. Under a reagent rental
      agreement we provide the customer with a Barocycler instrument in exchange
      for a
      minimum purchase commitment of consumable products. While these lease, rental
      and reagent rental arrangements do not provide us with the immediate revenue
      of
      an instrument sale, they do serve to expand the utilization of PCT and they
      provide a stream of revenue in the form of rental payments and consumable
      purchases. We define sales, leases, rentals and reagent rentals of Barocycler
      instruments as revenue-generating installations.





We
      also
      derive revenue from Small Business Innovation Research (“SBIR”) grants awarded
      to us by the National Institutes of Health (NIH). Since we began our operations
      as Pressure BioSciences, we have been awarded two SBIR Phase I grants in the
      aggregate amount of $300,000, and one SBIR Phase II grant, in the amount of
      $850,000. These grants have funded experiments to demonstrate the feasibility
      of
      using pressure cycling technology in various applications in the life sciences.
      We have several SBIR Phase I and II grants under review at the present time.
      Our
      $850,000 SBIR Phase II grant was awarded to us in June 2008, and is to be billed
      over two years. This grant will help fund continuing experiments directed
      towards the development and commercialization of novel, automated, and
      reproducible methods for the extraction of clinically important protein
      biomarkers, sub-cellular molecular complexes, and organelles (such as
      mitochondria) from cells and tissues using the our patented pressure cycling
      technology.





In
      furtherance of our commercialization strategy, throughout 2007 and early 2008
      we
      increased spending in all major areas of our business. Although we continued
      to
      receive very positive feedback from our prospective customers our
      commercialization plans had not developed as quickly as we had hoped and our
      revenues in the first half of 2008 failed to meet our internal expectations.
      The
      underperformance of our sales, relative to our internal plans, combined with
      our
      view of the unfavorable condition of the capital markets prompted us to
      implement a number of cost reduction initiatives, in July 2008. These cost
      reduction initiatives include the delay of certain research and development
      projects, reduction in travel and meeting attendance for all personnel,
      continued reduction in investor relations activities, decreases in the base
      salary of most of our employees and all of our executive officers, and a
      reduction in our workforce which included the re-alignment of our domestic
      sales
      force from seven full time sales directors to three. We have also delayed the
      hiring of new personnel to fill previously vacated positions. We believe that
      implementing such changes to our business plan allow us to extend our existing
      cash balances through the first quarter of 2009.


16





We
      need
      substantial additional capital to fund our current operations beyond the first
      quarter of 2009. To provide us with some flexibility in structuring the terms
      of
      potential financings, in accordance with Nasdaq Marketplace Rule 4350(i)(1)(D),
      we obtained approval from our stockholders at our special meeting in lieu of
      an
      annual meeting held on September 25, 2008 to issue, in connection with one
      or
      more capital raising transactions, up to 4,500,000 shares of common stock
      (including pursuant to preferred stock, options, warrants, convertible debt
      or
      other securities exercisable for or convertible into common stock), upon such
      terms as our Board of Directors shall deem to be in the best interests of our
      company, for an aggregate consideration of not more than $18,000,000 in cash
      and
      at a price not less than 80% of the market price of the our common stock at
      the
      time of issuance, such issuances of common stock or other securities exercisable
      for or convertible into common stock to occur, if at all, in the three month
      period commencing with the date of the stockholder approval.





In
      June
      2008, we engaged Emerging Growth Equities, Ltd (“EGE”), an investment banking
      firm located in King of Prussia, PA, to assist us in identifying potential
      and
      suitable investors in a private placement of our securities. To date, they
      have
      not been successful in raising any funds for us. In October 2008, we revised
      the
      terms of our engagement with EGE to reduce their fees from 3% in cash and 3%
      in
      warrants, to 0% cash and 0% warrants, on any funds that the Company raises,
      without the help of EGE.




While
      we
      are in discussions with potential investors, to date we have been unable to
      secure additional equity or debt financing on acceptable terms. If we remain
      unable to secure additional financing in the near-term, we expect to implement
      a
      number of additional cost reduction initiatives, such as further reductions
      in
      the cost of our workforce and the discontinuation of a number of business
      initiatives to further reduce our rate of cash utilization and extend our
      existing cash balances. We believe that these additional cost reduction
      initiatives, if undertaken, will provide us with additional time to continue
      our
      pursuit of additional funding sources and also strategic alternatives. In the
      event that we are unable to obtain financing on acceptable terms, we may be
      required to limit or cease our operations, pursue a plan to sell our operating
      assets, or otherwise modify our business strategy, which could materially harm
      our future business prospects.


17


**RESULTS
      OF OPERATIONS**




**Three
      Months Ended September 30, 2008 and 2007**




*Revenue*




We
      recognized revenue of $265,662, for the three months ended September 30, 2008,
      as compared to $138,052 for the same period in the prior year.





*PCT
      Products, Services, Other* .
      Revenue
      from the sale of PCT products and services was $222,825 for the three months
      ended September 30, 2008 as compared to $106,787 for the same period in the
      prior year. During the third quarter of 2008 we completed the installation
      of 17
      Barocycler instruments, as compared to eight in the same period of 2007. During
      the third quarter of 2008, eight of the installations that we completed were
      sales to our international distributors, as compared to four in the same period
      of 2007. The increase in revenue was due to this increase in the number of
      Barocycler units sold during the period and an increase in rental revenue from
      units previously installed under lease or rental agreements, partially offset
      by
      minimal decreases in consumable and extended service contract revenues.





We
      expect
      the number of units installed will continue to increase in future periods as
      we
      continue to commercialize our technology, although we may experience some delays
      in customer purchases due to current economic conditions in the global economy.
      Furthermore, we may realize some difficulties in signing up new international
      distribution partners if we are unable to secure additional funding through
      equity or debt financings. We also expect that some portion of future
      installations will continue to be for the smaller, lower priced, Barocycler
      NEP2320 model and some will be placed under lease or short-term rental
      agreements. Therefore, we expect that the average revenue per installation
      will
      continue to fluctuate from period to period as we continue to drive our
      installed base and commercialize PCT. We also expect that as we continue to
      expand the installed based of Barocycler instruments in the field we will
      realize increasing revenues from the sale of consumable products and extended
      service contracts. In the short-term, these recurring revenue streams may
      continue to fluctuate from period to period.





*Grant
      revenue* .
      During
      the three months ended September 30, 2008 and 2007, we recorded $42,837 and
      $31,265 of grant revenue, respectively. The grant revenue recorded during the
      third quarter of 2008 was entirely related to the $850,000 SBIR Phase II grant
      that we were awarded in June 2008. We expect grant revenues to increase over
      the
      next several quarters as the amount of time and expense incurred in connection
      with this Phase II grant continues to increase. The level of grant revenue
      that
      we recognize in any given quarter is dependent upon the level of resources
      we
      devote to grant related work in the period.





*Cost
      of PCT Products and Services*




The
      cost
      of PCT products and services was $130,533 for the three months ended September
      30, 2008 compared to $42,276 for the comparable period in 2007. This increase
      in
      cost of PCT products and services is due primarily to the increase in the number
      of units installed under sale, lease or rental arrangements during the period.
      Costs of PCT products and services as a percentage of revenue increased from
      40.0% to 58.6% for the three months ended September 30, 2008 compared to the
      three months ended September 30, 2007. The increase in the cost of PCT products
      and services as a percentage of revenue was due primarily to two factors; eight
      of the seventeen units that we installed during the third quarter of 2008 were
      sold to our international distributors at discounted prices, and, four of the
      Barocycler units that we sold during the third quarter of 2007 were prototype
      NEP2320 units that had been previously expensed, in the research and development
      line within our consolidated statement of operations, as they were developed
      and
      built.





**** The
      relationship between our cost of PCT products and services and PCT revenue
      will
      depend greatly on the mix of instruments we sell, the quantity of such
      instruments, and the mix of consumable products that we sell in a given period.





*Research
      and Development*




Research
      and development expenditures decreased to $376,552 in the third quarter of
      2008
      as compared to $519,303 in the same period in 2007. During the third quarter
      of
      2008 we delayed certain engineering initiatives to reduce our overall operating
      expense. During the same period in 2007 we incurred substantial costs related
      to
      the development of prototype NEP2320 instrumentation.





Research
      and development expense recognized in the third quarter of 2008 and 2007
      included $34,262 and $36,023, respectively, of non-cash, stock-based
      compensation expense. We expect the level of stock-based compensation expense
      for the fourth quarter of 2008 to be higher than the amount recorded during
      the
      third quarter of 2008 due to a grant of stock options to employees and directors
      at the end of the third quarter of 2008.





We
      will
      need to reduce our expenses in all areas of our operations, including research
      and development, if we are unable to raise additional capital.


18


*Selling
      and Marketing*




Selling
      and marketing expenses increased to $399,380 for the three months ended
      September 30, 2008 from $379,448 for the comparable period in 2007. This
      increase in selling and marketing expense was primarily the result of our
      increase in the size of our domestic sales force, the addition of a Vice
      President of Sales in February 2008, and the continued emphasis on strategic
      marketing programs.





During
      the third quarter of 2008 and 2007, selling and marketing expense included
      $11,823 and $19,698, respectively, of non-cash, stock-based compensation
      expense. We expect the level of stock-based compensation expense for the fourth
      quarter of 2008 to be higher than the amount recorded during the third quarter
      of 2008 due to a grant of stock options to employees and directors at the end
      of
      the third quarter of 2008.




We
      will
      need to reduce our expenses in all areas of our operations, including selling
      and marketing, if we are unable to raise additional capital.





*General
      and Administrative*




General
      and administrative costs totaled $466,883 for the three months ended September
      30, 2008, as compared to $578,238 for the comparable period in 2007. The
      decrease is due to an overall decrease in investor relations spending and our
      Sarbanes-Oxley compliance costs, partially offset by an increase in legal costs
      related to general SEC compliance and patent and trademark work that was
      performed during the quarter.





During
      the third quarter of 2008 and 2007, general and administrative expense included
      $35,200 and $42,396, respectively, of non-cash, stock-based compensation
      expense. We expect the level of stock-based compensation expense for the fourth
      quarter of 2008 to be higher than the amount recorded during the third quarter
      of 2008 due to a grant of stock options to employees and directors at the end
      of
      the third quarter of 2008.





We
      will
      need to reduce our expenses in all areas of our operations, including general
      and administrative, if we are unable to raise additional capital.





*Operating
      Loss from Continuing Operations*





Our
      operating loss from continuing operations was $1,107,686 for the three months
      ended September 30, 2008 as compared to an operating loss from continuing
      operations of $1,381,213 for the comparable period in 2007. The decrease in
      the
      operating loss that we reported was due to our cost cutting measures that we
      initiated in July 2008 and the increase in revenue recorded.





We
      will
      need to reduce our expenses in all areas of our operations if we are unable
      to
      raise additional capital.





*Interest
      Income*




Interest
      income totaled $9,481 for the three months ended September 30, 2008 as compared
      to interest income of $75,732 in the prior year period. The decrease is due
      to
      lower average cash balances and lower yields on these balances during the third
      quarter of 2008, as compared to the third quarter of 2007.




*Income
      Taxes from Continuing Operations*




In
      the
      quarter ended September 30, 2008, we did not record a benefit for income taxes
      from continuing operations. During the same period in 2007, we recorded a
      benefit for income taxes of $209,503.





We
      do not
      expect to record any income tax benefit for the foreseeable future due to the
      fact that we are no longer able to carry back current losses against taxable
      income from prior periods and because we expect our operating losses to continue
      for several years. If we are successful commercializing PCT and if we are able
      to generate operating income, then we may be able to utilize the net operating
      loss carry-forwards that we generate.





*Net
      loss*





During
      the third quarter of 2008 we recorded a net loss of $1,098,205 as compared
      to a
      net loss of $1,095,978 in the third quarter of 2007. While our overall level
      of
      operating costs in the third quarter of 2008 was lower than the spending
      incurred during the third quarter of 2007, these costs were not offset by the
      benefit from income taxes, during 2008, as was the case in 2007. We expect
      our
      net loss for the full year of 2008 to be higher than the net loss reported
      for
      the full year in 2007 .


19


**Nine
      Months Ended September 30, 2008 and 2007**




*Revenue*




We
      recognized revenue of $518,222, for the nine months ended September 30, 2008,
      as
      compared to $471,799 for the same period in the prior year.





*PCT
      Products, Services, Other* .
      Revenue
      from the sale of PCT products and services was $421,996 for the nine months
      ended September 30, 2008 as compared to $281,084 for the same period in the
      prior year. During the first nine months of 2008 we completed the installation
      of 31 Barocycler instruments, as compared to 13 in the same period of 2007.
      During the nine months ended September 30, 2008, twelve of the installations
      that we completed were sales to our international distributors, as compared
      to
      four in the same period of 2007. The increase in revenue was due to an increase
      in the number of instruments sold and an increase in sales of consumable
      products extended service contracts as compared to the nine months ended
      September 30, 2007.





We
      expect
      the number of units installed will continue to increase in future periods as
      we
      continue to commercialize our technology, although we may experience some delays
      in customer purchases due to current economic conditions in the global economy.
      Furthermore, we may realize some difficulties in signing up new international
      distribution partners if we are unable to secure additional funding through
      equity or debt financings. We also expect that some portion of future
      installations will continue to be for the smaller, lower priced, Barocycler
      NEP2320 model and some will be placed under lease or short-term rental
      agreements. Therefore, we expect that the average revenue per installation
      will
      continue to fluctuate from period to period as we continue to drive our
      installed base and commercialize PCT. We also expect that as we continue to
      expand the installed based of Barocycler instruments in the field we will
      realize increasing revenues from the sale of consumable products and extended
      service contracts. In the short-term, these recurring revenue streams may
      continue to fluctuate from period to period.





*Grant
      revenue* .
      During
      the nine months ended September 30, 2008 and 2007, we recorded $96,226 and
      $190,715 of grant revenue, respectively. This decrease in grant revenue was
      due
      to a shift in resources from grant related activities to other research and
      development projects when the remaining Phase I grant was completed during
      the
      second quarter of 2008. During the third quarter of 2008 we began working on
      our
      $850,000 SBIR Phase II grant and we expect grant revenues to increase over
      the
      next several quarters as the amount of time and expense incurred in connection
      with this Phase II grant continues to increase. The level of grant revenue
      that
      we recognize in any given quarter is dependent upon the level of resources
      we
      devote to grant related work in the period.





*Cost
      of PCT Products and Services*




The
      cost
      of PCT products and services was $267,416 for the nine months ended September
      30, 2008 compared to $131,558 for the comparable period in 2007. This increase
      in cost of PCT products and services was primarily due to our increase in sales
      of Barocycler units. Costs of PCT products and services as a percentage of
      revenue increased from 46.8% to 63.4% for the nine months ended September 30,
      2008 compared to the nine months ended September 30, 2007. The increase in
      the
      cost of PCT products and services as a percentage of revenue was due primarily
      to two factors; 12 of the 31 units that we installed during the nine months
      ended September 30, 2008 were sold to our international distributors at
      discounted prices, and, four of the Barocycler units that we sold during the
      third quarter of 2007 were prototype NEP2320 units that had been previously
      expensed, as they were developed and built.





The
      relationship between our cost of PCT products and services and PCT revenue
      will
      continue to depend greatly on the mix of instruments we sell, the quantity
      of
      such instruments, and the mix of consumable products that we sell in a given
      period.





*Research
      and Development*




Research
      and development expenditures decreased to $1,329,155 in the first nine months
      of
      2008 from $1,518,851 in the same period in 2007. Research and development costs
      in 2007 included significant spending associated with the design and development
      of the Barocycler NEP2320. The decrease was due in part to the completion of
      the
      Barocycler NEP2320 and the delay of other research and development costs
      associated with the cost cutting measures that we initiated in July 2008.





Research
      and development expense recognized in the first nine months of 2008 and 2007
      included $131,132 and $100,450, respectively, of non-cash, stock-based
      compensation expense.





We
      will
      need to reduce our expenses in all areas of our operations, including research
      and development, if we are unable to raise additional capital.


20


*Selling
      and Marketing*




Selling
      and marketing expenses increased to $1,384,147 for the nine months ended
      September 30, 2008 from $986,801 for the comparable period in 2007. This
      increase in selling and marketing expense was primarily the result of our
      increase in the size of our domestic sales force, the addition of a Vice
      President of Sales in February 2008 and the continued emphasis on strategic
      marketing programs.





During
      the first nine months of 2008 and 2007, selling and marketing expense included
      $87,055 and $39,191, respectively, of non-cash, stock-based compensation
      expense.




We
      will
      need to reduce our expenses in all areas of our operations, including selling
      and marketing, if we are unable to raise additional capital.




*General
      and Administrative*




General
      and administrative costs totaled $1,603,803 for the nine months ended September
      30, 2008, as compared to $1,683,782 for the comparable period in 2007. The
      decrease is due to a reduction in investor relations spending, Sarbanes-Oxley
      compliance costs and other cost reduction efforts, partially offset by an
      increase in legal costs related to general SEC compliance and patent and
      trademark work that was performed during 2008.





During
      the first nine months of 2008 and 2007, general and administrative costs
      included $233,092 and $108,082, respectively, of non-cash, stock-based
      compensation expense. The increase is due primarily to the $100,556 that was
      recorded in connection with the grant of non-qualified, fully-vested stock
      options to purchase 10,000 shares of our common stock to each of our four
      independent directors in April 2008.





We
      will
      need to reduce our expenses in all areas of our operations, including general
      and administrative, if we are unable to raise additional capital.





*Operating
      Loss from Continuing Operations*





Our
      operating loss from continuing operations was $4,066,299 for the nine months
      ended September 30, 2008 as compared to $3,849,193 for the comparable period
      in
      2007. This increase in operating loss from continuing operations for the nine
      months ended September 30, 2008 was primarily due to an increase in non-cash,
      stock-based compensation expense of $451,279 recorded in the nine months ended
      September 30, 2008, as compared to $252,469 in the comparable period in 2007.
      Aside from the increase in non-cash, stock-based compensation expense our
      operating loss decreased due to the cost cutting measures that we implemented
      in
      July 2008 and the increase in revenues that we realized during the first nine
      months of the year, as compared to the prior year period.





We
      will
      need to reduce our expenses in all areas of our operations if we are unable
      to
      raise additional capital.





*Realized
      gain of sale on securities held for sale*





In
      the
      nine months ended September 30, 2007 we completed the liquidation of our
      investment in Panacos Pharmaceuticals and realized a gain on securities sold
      of
      $2,028,720.





*Interest
      Income*




Interest
      income totaled $56,338 for the nine months ended September 30, 2008 as compared
      to interest income of $227,816 in the prior year period. The decrease is due
      to
      lower average cash balances and lower yields on these balances during 2008,
      as
      compared to 2007.




*Income
      Taxes from Continuing Operations*




In
      the
      nine months ended September 30, 2008, we did not record a benefit for income
      taxes from continuing operations. During the same period in 2007, we recorded
      a
      benefit for income taxes of $253,539.





We
      do not
      expect to record any income tax benefit for the foreseeable future due to the
      fact that we are no longer able to carry back current losses against taxable
      income from prior periods and because we expect our operating losses to continue
      for several years. If we are successful commercializing PCT and if we are able
      to generate operating income, then we may be able to utilize the net operating
      loss carry-forwards that we generate.


21


*Gain
      on Assets Related to Discontinued Operations*





During
      2008 there were no charges for discontinued operations. During the first nine
      months of 2007, we realized a gain on the sale of Source Scientific, LLC of
      $1,155,973. This gain is comprised of the $378,503 charge that we recorded
      in
      the first quarter of 2007 under the provisions of Staff Accounting Bulletin
      (“SAB”) Topic 5E, *“Accounting
      for Divestiture of a Subsidiary or Other Business Operation* (“SAB
      Topic 5E”) and the gain of $1,534,476, net of income taxes of $218,060, that we
      recorded during the second quarter of 2007, the period in which we completed
      the
      sale. We recorded this gain in connection with the receipt on May 29, 2007
      of
      $1,780,071 from Mr. Richard W. Henson and Mr. Bruce A. Sargeant, the principals
      of Source Scientific, LLC, as full payment for their purchase of our remaining
      interest in that business.





Upon
      completion of the transaction, we accounted for the total gain on the sale
      of
      our ownership interests in Source Scientific, LLC as discontinued operations.
      The charge that we recorded during the first quarter of 2007, under the
      provisions of SAB Topic 5E, was reclassified as discontinued operations to
      reflect this change.





*Net
      loss*





During
      the nine months ended September 30, 2008, we recorded a net loss of $4,009,961
      as compared to a net loss of $183,145 in the same period in 2007. The net loss
      is the result of increased operating loss from continuing operations in the
      first nine months of 2008 relative to the same period in 2007. Additionally,
      although we expect our revenue to increase, our net loss in 2008 will not be
      mitigated by the gain on sale of marketable securities, gain on sale of assets
      from discontinued operations, and the benefit from income taxes, as was the
      case
      in 2007. We therefore expect our net loss for the full year of 2008 to be higher
      than the net loss reported for the full year in 2007.





**LIQUIDITY
      AND FINANCIAL CONDITION**





As
      of
      September 30, 2008, our working capital position was $2,411,136 the primary
      components of which were cash and cash equivalents, accounts receivable,
      inventory, prepaid expenses, deposits, and income taxes receivable. Our working
      capital balance was partially offset by accounts payable, accrued employee
      compensation, and other accrued expenses. As of December 31, 2007, our working
      capital balance was $5,933,822, the primary components of which were cash and
      cash equivalents, income taxes receivable, prepaid expenses, and deposits.
      We
      expect to continue to fund our operations from our working capital balance.





In
      July
      2008, we implemented a number of cost reduction initiatives, including the
      delay
      of certain research and development projects, reduction in travel and meeting
      attendance for all personnel, continued reduction in investor relations
      activities, decreases in the base salary of most of our employees and all of
      our
      executive officers, and a reduction in our workforce which includes the
      re-alignment of our sales force from seven full time sales directors to three.
      We have also delayed the hiring of new personnel to fill previously vacated
      positions. We believe that implementing such changes to our business plan
      allowed us to extend our existing cash balances through the first quarter of
      2009.





We
      need
      substantial additional capital to fund our current operations beyond the first
      quarter of 2009. To provide us with some flexibility in structuring the terms
      of
      potential financings, in accordance with Nasdaq Marketplace Rule 4350(i)(1)(D),
      we obtained approval from our stockholders at our special meeting in lieu of
      an
      annual meeting held on September 25, 2008 to issue, in connection with one
      or
      more capital raising transactions, up to 4,500,000 shares of common stock
      (including pursuant to preferred stock, options, warrants, convertible debt
      or
      other securities exercisable for or convertible into common stock), upon such
      terms as our Board of Directors shall deem to be in the best interests of our
      company, for an aggregate consideration of not more than $18,000,000 in cash
      and
      at a price not less than 80% of the market price of the our common stock at
      the
      time of issuance, such issuances of common stock or other securities exercisable
      for or convertible into common stock to occur, if at all, in the three month
      period commencing with the date of the stockholder approval.





In
      June
      2008, we engaged Emerging Growth Equities, Ltd. (“EGE”), an investment banking
      firm, to assist us in raising equity financing to support our research and
      development activities, commercialization efforts, working capital requirements,
      and general corporate purposes. The engagement of EGE contemplates a private
      placement of our securities exempt from the registration requirements under
      Regulation D promulgated under the Securities Act of 1933, as amended (the
      "Act") of up to $8,000,000 or more at our discretion (the “Financing”). We have
      agreed to pay EGE a cash fee of 8% of the gross proceeds from the Financing
      and
      to issue EGE warrants to purchase 8% of the number of securities issued in
      the
      Financing. The warrants will have a five year term and an exercise price equal
      to the price of the securities issued in the Financing. However, EGE will
      receive a lower fee of 3% of the gross proceeds from the Financing and warrants
      to purchase 3% of the number of securities issued in the Financing with respect
      to all investors that they do not introduce to us. EGE is also entitled to
      a
      retainer of $7,500 per month for three months.


22


Either
      EGE or we may terminate the engagement in general with prior written notice.
      If
      during the 12 month period following termination of the engagement we sell
      securities to any investor introduced to us by EGE, we will pay a declining
      fee
      to EGE based upon the number of months elapsed since the date of termination,
      commencing with a cash fee of 8% of the gross proceeds received from such
      investors, plus warrants to purchase 8% of the number of securities issued
      to
      such investors in the first month following termination of the engagement and
      with such fees being reduced by 1/12 for each month following such termination.
      We have also agreed to customary indemnification of EGE in connection with
      the
      Financing. Notwithstanding our engagement of EGE, we can provide no assurance
      that any such equity offerings will occur, or that additional financing will
      be
      available to us of acceptable or affordable terms. To date, they have not been
      successful in raising any funds for us. In October 2008, we revised the terms
      of
      our engagement with EGE to reduce their fees from 3% in cash and 3% in warrants,
      to 0% cash and 0% warrants, on any funds that we raise without the help of
      EGE.





While
      we
      are in discussions with potential investors, to date we have been unable to
      secure additional equity or debt financing on acceptable terms. If we remain
      unable to secure additional financing in the near-term, we expect to implement
      a
      number of additional cost reduction initiatives, such as further reductions
      in
      the cost of our workforce and the discontinuation of a number of business
      initiatives to further reduce our rate of cash utilization and extend our
      existing cash balances. We believe that these additional cost reduction
      initiatives, if undertaken, will provide us with additional time to continue
      our
      pursuit of additional funding sources and also strategic alternatives. In the
      event that we are unable to obtain financing on acceptable terms, we may be
      required to limit or cease our operations, pursue a plan to sell our operating
      assets, or otherwise modify our business strategy, which could materially harm
      our future business prospects. There can be no assurance that we will obtain
      additional financing on acceptable terms or at all.





Net
      cash
      used in continuing operations for the nine months ended September 30, 2008
      was
      $3,349,545 as compared to net cash used in continuing operations of $3,023,249
      for the nine months ended September 30, 2007.





Net
      cash
      used in investing activities for the nine months ended September 30, 2008 was
      $131,957 as compared to cash provided of $1,913,358 for the same period in
      the
      prior year. The cash used in the nine months of 2008 was the result of the
      purchase of furniture and fixtures associated with our move to new corporate
      offices and Barocycler instruments that we purchased and installed under
      collaboration or lease agreements. The cash generated in the same period in
      2007
      was from the liquidation of shares of Panacos common stock, partially offset
      by
      purchases of fixed assets.





Net
      cash
      provided by financing activities for the nine months ended September 30, 2008
      was due to an exercise of employee stock options to purchase 3,000 shares of
      our
      common stock.





Net
      cash
      provided by discontinued operations during 2007 of $1,780,071 was due to the
      completion of the divestiture of Source Scientific, LLC.





**COMMITMENTS
      AND CONTINGENCIES**




*Operating
      Leases*





Our
      corporate offices are currently located at 14 Norfolk Avenue, South Easton,
      Massachusetts 02375.  In November 2007, we signed an 18 month lease
      agreement commencing in February 2008, pursuant to which we lease approximately
      5,500 square feet of office space, with an option for an additional 18 months.
      We pay approximately $6,500 per month for the use of these facilities.





On
      June
      1, 2006, we entered into a lease agreement with Scheer Partners and the Maryland
      Economic Development Corporation, pursuant to which we lease laboratory and
      office space in Rockville, MD. In August 2007, we extended this lease agreement
      through May 31, 2009. We pay approximately $3,300 per month for the use of
      these
      facilities.





On
      March
      1, 2006, we entered into a sub-lease agreement with Proteome Systems, pursuant
      to which we lease approximately 650 square feet of laboratory space plus 100
      square feet of office space from Proteome Systems in Woburn, Massachusetts.
      The
      lease period extends through December 31, 2008 and we pay approximately $3,200
      per month for the use of these facilities.


23


*Royalty
      Commitments*





In
      1996,
      we acquired our initial equity interest in BioSeq, Inc., which at the time
      was
      developing our original pressure cycling technology.  BioSeq, Inc. acquired
      its pressure cycling technology from BioMolecular Assays, Inc. (“BMA”) under a
      technology transfer and patent assignment agreement.  In 1998, we purchased
      all of the remaining outstanding capital stock of BioSeq, Inc., and at such
      time, the technology transfer and patent assignment agreement was amended to
      require us to pay BMA a 5% royalty on our sales of products or services
      that incorporate or utilize the original pressure cycling technology that
      BioSeq, Inc. acquired from BioMolecular Assays, Inc.  We are also required
      to pay BMA 5% of the proceeds from any sale, transfer or license of all or
      any
      portion of the original pressure cycling technology.  These payment
      obligations terminate in 2016.  During the three months ended September 30,
      2008 and 2007, we incurred $10,236 and $5,518, respectively in royalty expense
      associated with our obligation to BMA. During the nine months ended September
      30, 2008 and 2007, we incurred approximately $18,687 and $14,021, respectively
      in royalty expense associated with our obligation to BMA.





In
      connection with our acquisition of BioSeq, Inc., we licensed certain limited
      rights to the original pressure cycling technology back to BMA.   This
      license is non-exclusive and limits the use of the original pressure cycling
      technology by BMA solely for molecular applications in scientific research
      and
      development and in scientific plant research and development.  BMA is
      required to pay us a royalty equal to 20% of any license or other fees and
      royalties, but not including research support and similar payments, it receives
      in connection with any sale, assignment, license or other transfer of any rights
      granted to BMA under the license. BMA must pay us these royalties until the
      expiration of the patents held by BioSeq, Inc. in 1998, which we anticipate
      will
      be 2016.  We have not received any royalty payments from BMA under this
      license.





*Purchase
      Commitments*





On
      September 18, 2008, we submitted a purchase order to Source Scientific, LLC,
      the
      manufacturer of the Company’s PCT Barocycler instrumentation, for 50 Barocycler
      NEP2320 units. Pursuant to the terms of the purchase order, we placed a deposit
      with Source Scientific, LLC, of approximately $100,000, representing
      approximately 25% of the expected total value of the order, upon submission
      of
      the purchase order. On November 12, 2008, we placed an additional deposit of
      approximately $100,000 with Source Scientific, LLC to provide them with funds
      required to commence manufacturing of the NEP2320 units ordered. The purchase
      price for the 50 Barocycler NEP2320 units is based upon a fixed bill of
      materials. We expect that the NEP2320 units will be completed and ready for
      sale
      to our customers during the first quarter of 2009, we will be billed for the
      unpaid purchase price of each unit at the time each unit is completed and ready
      for sale. As of December 31, 2007 we had $379,000 on deposit with Source for
      54
      remaining units pursuant to open purchase orders.





*Indemnification*





In
      connection with our sale of substantially all of the assets of Boston Biomedica,
      Inc. (“BBI Core Businesses”) to SeraCare Life Sciences, Inc. in September 2004,
      we continue to be exposed to possible indemnification claims in amounts up
      to
      the purchase price of approximately $29 million. Our indemnification obligations
      for breaches of some representations and warranties relating to compliance
      with
      environmental laws extend until September 14, 2009, representations and
      warranties relating to tax matters extend for the applicable statute of
      limitations period (which varies depending on the nature of claim), and
      representations and warranties relating to our due organization, subsidiaries,
      authorization to enter into and perform the transactions contemplated by the
      Asset Purchase Agreement, and brokers fees, extend indefinitely.





*Severance
      and Change of Control Agreements*




Each
      of
      our executive officers is entitled to receive a severance payment if terminated
      by the Company without cause. The severance benefits would include a payment
      in
      an amount equal to one year of each executive officer’s annualized base salary
      compensation plus accrued paid time off. Additionally, each executive officer
      will be entitled to receive medical and dental insurance coverage for one year
      following the date of termination. The total commitment related to these
      agreements in the aggregate is approximately $1.0 million.




Each
      of
      our executive officers, other than Mr. Richard T. Schumacher, our President
      and
      Chief Executive Officer, is entitled to receive a change of control payment
      in
      an amount equal to one year of such executive officer’s annualized base salary
      compensation, accrued paid time off, and medical and dental coverage, in the
      event of a change of control of the Company. In the case of Mr. Schumacher,
      this
      payment would be equal to two years of annualized base salary compensation,
      accrued paid time off, and two years of medical and dental coverage. The total
      commitment related to these agreements in the aggregate is approximately $1.3
      million.




**RECENT
      ACCOUNTING STANDARDS**




In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No. 157, “Fair Value Measurements”, (“SFAS 157”). SFAS 157 defines fair
      value, establishes a framework for measuring the fair value of assets and
      liabilities, and expands disclosure requirements regarding the fair value
      measurement. SFAS 157 does not expand the use of fair value measurements. This
      statement, as issued, is effective for financial statements issued for fiscal
      years beginning after November 15, 2007, and interim periods within those
      fiscal years. FASB Staff Position (FSP) FAS No. 157-2 was issued in February
      2008 and deferred the effective date of SFAS 157 for nonfinancial assets and
      liabilities to fiscal years beginning after November 2008. As such, the Company
      adopted SFAS 157 as of January 1, 2008 for financial assets and liabilities
      only. There was no significant effect on the Company’s financial statements. The
      Company does not believe that the adoption of SFAS 157 to non-financial assets
      and liabilities will significantly effect its financial statements.


24


In
      December 2007, the FASB issued SFAS 141 (revised 2007), *“Business
      Combinations”* (“SFAS
      141(R)”) and SFAS No. 160, *“Non-controlling
      Interests in Consolidated Financial Statements – an amendment of ARB
      No. 51”* (“SFAS
      160”).





SFAS
      141(R) significantly changes the accounting for business combinations. Under
      SFAS 141(R), an acquiring entity will be required to recognize all the assets
      acquired and liabilities assumed in a transaction at the acquisition-date at
      fair value with limited exceptions. SFAS 141(R) further changes the accounting
      treatment for certain specific items, including:





-
            Acquisition
                costs will be generally expensed as incurred;




-
            Noncontrolling
                interests (formerly known as “minority interests” – see SFAS 160
                discussion below) will be valued at fair value at the acquisition
                date;




-
            Acquired
                contingent liabilities will be recorded at fair value at the acquisition
                date and subsequently measured at either the higher of such amount
                or the
                amount determined under existing guidance for non-acquired contingencies;




-
            In-process
                research and development will be recorded at fair value as an
                indefinite-lived intangible asset at the acquisition date;




-
            Restructuring
                costs associated with a business combination will be generally expensed
                subsequent to the acquisition date; and




-
            Changes
                in deferred tax asset valuation allowances and income tax uncertainties
                after the acquisition date generally will affect income tax expense.





SFAS
      141(R) includes a substantial number of new disclosure requirements. SFAS 141(R)
      applies prospectively to business combinations for which the acquisition date
      is
      on or after January 1, 2009.





SFAS
      160
      establishes new accounting and reporting standards for the non-controlling
      interest in a subsidiary and for the deconsolidation of a subsidiary.
      Specifically, this statement requires the recognition of non-controlling
      interests (minority interests) as equity in the consolidated financial
      statements and separate from the parent’s equity. The amount of net income
      attributable to non-controlling interests will be included in consolidated
      net
      income on the face of the income statement. SFAS 160 clarifies that changes
      in a
      parent’s ownership interest in a subsidiary that does not result in
      deconsolidation are treated as equity transactions if the parent retains its
      controlling financial interest. In addition, this statement requires that a
      parent recognize a gain or loss in net income when a subsidiary is
      deconsolidated. Such gain or loss will be measured using the fair value of
      the
      non-controlling equity investment on the deconsolidation date. SFAS 160 also
      includes expanded disclosure requirements regarding the interests of the parent
      and its non-controlling interest.





SFAS
      160
      is effective for fiscal years, and interim periods within such year, beginning
      January 1, 2009. Early adoption of both SFAS 141(R) and SFAS 160 is
      prohibited. We do not expect that either SFAS 141(R) or SFAS 160 will have
      a
      material affect on our consolidated results of operations and financial
      condition.


25





**ITEM
      4T. CONTROLS AND PROCEDURES**




We
      maintain disclosure controls and procedures that are designed to ensure that
      information required to be disclosed in our Securities Exchange Act of 1934
      reports is recorded, processed, summarized and reported within the time periods
      specified in the SEC’s rules and forms, and that such information is accumulated
      and communicated to our management, including our President and Chief Executive
      Officer (Principal Executive Officer) and Chief Financial Officer (Principal
      Financial Officer), as appropriate, to allow timely decisions regarding required
      disclosure. In designing and evaluating the disclosure controls and procedures,
      management recognized that any controls and procedures, no matter how well
      designed and operated, can provide only reasonable assurance of achieving the
      desired control objectives, as ours are designed to do, and management
      necessarily was required to apply its judgment in evaluating the cost-benefit
      relationship of possible controls and procedures.




As
      of
      September 30, 2008, we carried out an evaluation, under the supervision and
      with
      the participation of our management, including our President and Chief Executive
      Officer (Principal Executive Officer) and Chief Financial Officer (Principal
      Financial Officer) of the effectiveness of the design and operation of our
      disclosure controls and procedures, as defined in Rules 13a-15(e) and
      15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation,
      our President and Chief Executive Officer (Principal Executive Officer) and
      Chief Financial Officer (Principal Financial Officer) concluded that our
      disclosure controls and procedures are effective in enabling us to record,
      process, summarize, and report information required to be included in our
      periodic SEC filings within the required time period and to ensure that
      information required to be disclosed in such reports that we file or submit
      under the Securities Exchange Act of 1934 is accumulated and communicated to
      our
      management, including our President and Chief Executive Officer (Principal
      Executive Officer) and Chief Financial Officer (Principal Financial Officer)
      to
      allow timely decisions regarding required disclosure.





There
      have been no changes in our internal control over financial reporting that
      occurred during the period covered by this Report that have materially affected,
      or are reasonably likely to materially affect, our internal control over
      financial reporting.


26




**PART
      II. OTHER INFORMATION**





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





On
      September 25, 2008, we held a Special Meeting in Lieu of Annual Meeting of
      Stockholders (the “Meeting”). At the Meeting, Richard T. Schumacher was
      re-elected to the Board of Directors as a Class III director, with a term
      expiring in 2011. The remaining members of the Board of Directors whose terms
      continued after the meeting are J. Donald Payne, P. Thomas Vogel, R. Wayne
      Fritzsche, and Dr. Calvin A. Saravis. The stockholders also approved an
      amendment to the Company’s 2005 Equity Incentive Plan to increase the number of
      shares of Common Stock authorized for issuance under the Plan from 1,000,000
      to
      1,500,000 shares. Lastly, the stockholders approved a proposal, for purposes
      of
      complying with Nasdaq Marketplace Rule 4350(i)(1)(D), authorizing the Company
      to
      issue, in connection with one or more capital raising transactions to finance
      the company, up to 4,500,000 shares of common stock of Pressure BioSciences,
      subject to the terms, conditions and limitations set out in the Proxy Statement
      for the Meeting. At the meeting, a total of 1,829,203 shares or 83% of the
      Common Stock issued and outstanding as of the record date, were represented
      in
      person or by proxy. The voting results with respect to each of the proposals
      were as follows:





1.  A
      proposal to elect one Class III Director to hold office until the 2011 Annual
      Meeting of Stockholders and until his successor is duly elected and
      qualified:


Name of Nominee
              
              For
              
              Withheld
              
              AbstainRichard
                  T. Schumacher
              
              1,805,032
              
              24,171
              
              0





2.  A
      proposal to amend the Company’s 2005 Equity Incentive Plan to increase the
      number of shares of common stock available for issuance under the plan from
      1,000,000 to 1,500,000.


For
              
              Against
              
              Abstained
              
              Broker Non-Votes837,976
              
              139,643
              
              3,416
              
              848,168





3.  A
      proposal, for purposes of complying with Nasdaq Marketplace Rule 4350(i)(1)(D),
      to authorize the Company to issue, in connection with one or more capital
      raising transactions to finance the Company, up to 4,500,000 shares of common
      stock of Pressure BioSciences, subject to the terms, conditions and limitations
      set out in the Proxy Statement for the Meeting.


For
              
              Against
              
              Abstained
              
              Broker Non-Votes910,135
              
              67,359
              
              3,541
              
              848,168




27


**ITEM
      6. EXHIBITS**





**Exhibits**
            
            
            **Reference**10.1
            Amendment
                No. 1 to Pressure Biosciences, Inc. 2005 Equity Incentive Plan (filed
                as
                Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with
                Commission on September 29, 2008 and incorporated herein by
                reference).31.1
            Principal
                Executive Officer Certification Pursuant to Item 601(b)(31) of Regulation
                S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
                of
                2002
            
            Filed
                herewith31.2
            Principal
                Financial Officer Certification Pursuant to Item 601(b)(31) of Regulation
                S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
                of
                2002
            
            Filed
                herewith32.1
            Principal
                Executive Officer Certification Pursuant to Item 601(b)(32) of Regulation
                S-K, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002
            
            Filed
                herewith32.2
            Principal
                Financial Officer Certification Pursuant to Item 601(b)(32) of Regulation
                S-K, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002
            
            Filed
                herewith


28





**SIGNATURES**




Pursuant
      to 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.




**PRESSURE
                BIOSCIENCES, INC.**Date: November
                14, 2008
            By:
            */s/**Richard
                T. Schumacher*Richard
                T. Schumacher
              President
                & Chief Executive Officer
              (Principal
                Executive Officer)




Date:
                November 14, 2008
            By:
            */s/ Edward
                H. Myles*Edward
                H. Myles
              Senior
                Vice President of Finance & Chief Financial Officer and
                Treasurer
              (Principal
                Financial and Accounting Officer)