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<SEC-DOCUMENT>0000950136-05-002587.txt : 20050506
<SEC-HEADER>0000950136-05-002587.hdr.sgml : 20050506
<ACCEPTANCE-DATETIME>20050506160602
ACCESSION NUMBER:		0000950136-05-002587
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		8
FILED AS OF DATE:		20050506
DATE AS OF CHANGE:		20050506

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MILESTONE SCIENTIFIC INC/NJ
		CENTRAL INDEX KEY:			0000855683
		STANDARD INDUSTRIAL CLASSIFICATION:	ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842]
		IRS NUMBER:				133545623
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-124692
		FILM NUMBER:		05808065

	BUSINESS ADDRESS:	
		STREET 1:		220 S ORANGE AVE
		STREET 2:		LIVINGSTON CORPORATE PARK
		CITY:			LIVINGSTON
		STATE:			NJ
		ZIP:			07039
		BUSINESS PHONE:		2013793171

	MAIL ADDRESS:	
		STREET 1:		44 KEAN ROAD
		STREET 2:		220 SOUTH ORANGE AVE
		CITY:			LIVINGSTON
		STATE:			NJ
		ZIP:			07039

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	U S OPPORTUNITY SEARCH INC
		DATE OF NAME CHANGE:	19920703
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<PRE><PAGE>


<FONT size="1">


As filed with the Securities and Exchange Commission on May 6, 2005             Registration no. 333-_________
- -----------------------------------------------------------------------------------------------------
</FONT>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-3
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933



                            MILESTONE SCIENTIFIC INC.
             (Exact name of Registrant as specified in its charter)

             DELAWARE                                           13-3545623
   (State or Other Jurisdiction of                           (I.R.S. Employer
   Incorporation or Organization)                           Identification No.)

                             220 South Orange Avenue
                              Livingston, NJ 07039
                                 (973) 535-2717
    (Address, including zip code, and telephone number, including area code,
                       of Registrant's executive offices)

                                  LEONARD OSSER
                             Chief Executive Officer
                             220 South Orange Avenue
                              Livingston, NJ 07039
                                 (973) 535-2717
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                   ----------
                                   Copies to:

                            Stephen A. Zelnick, Esq.
                       Morse, Zelnick, Rose & Lander, LLP
                                 405 Park Avenue
                            New York, New York 10022
                                 (212) 838-8040
                           (212) 838-9190 (Facsimile)

                                   -----------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.

     If the only securities being registered on this Form are to be offered
pursuant to dividend or reinvestment plans, please check the following box. [ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or reinvestment plans, check the following box. [X]

     If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

     If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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



<PAGE>



                         CALCULATION OF REGISTRATION FEE




<FONT size="1">

==========================================================================================================================
                                                                                       PROPOSED MAXIMUM
                                                                    PROPOSED MAXIMUM       AGGREGATE         AMOUNT OF
TITLE OF EACH CLASS OF                              AMOUNT TO BE     OFFERING PRICE        OFFERING        REGISTRATION
SECURITIES TO BE REGISTERED                          REGISTERED     PER SECURITY(1)        PRICE(1)             FEE
- --------------------------------------------------------------------------------------------------------------------------

Shares of Common Stock, par value $.001              1,215,597         $2.71 (2)          $3,228,190          $387.02
   per share
- --------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, par value $.001
   per share, underlying warrants  (3)                333,807          $4.89 (4)          $1,632,316          $192.12
- --------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, par value $.001
   per share, underlying options (3)                   16,666          $2.71 (4)            $29,499            $5.32
- --------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, par value $.001
   per share, underlying options (3)                   66,667          $4.37 (4)           $291,335            $34.29
- --------------------------------------------------------------------------------------------------------------------------
Warrants (3)                                           30,675          $0.48 (5)            $14,580             $1.73
- --------------------------------------------------------------------------------------------------------------------------
Total Registration Fee                                                                                        $620.48
==========================================================================================================================
</FONT>

(1)   Estimated solely for purposes of determining the registration fee pursuant
      to Rule 457 under the Securities

(2)   Act. Pursuant to Rule 457(c), the maximum offering price for the common
      stock is based upon the average of the high and low sales prices of the
      Common Stock on the American Stock Exchange on May 4, 2005 of $2.71.

(3)   Pursuant to Rule 416 under the Securities Act, there are also being
      registered hereby such additional indeterminate number of shares as may
      become issuable pursuant to the antidilution provisions of the warrants or
      options.

(4)   Pursuant to Rule 457(g) of the Securities Act of 1933, the proposed
      maximum offering price is based upon the higher of the price at which the
      warrants or options may be exercised and the price of shares of Common
      Stock as determined in accordance with Rule 457(c).

(5)   Pursuant to Rule 457(c), the maximum offering price for the warrants is
      based upon the average of the high and low sales prices of the Warrants on
      the American Stock Exchange on May 4, 2005 of $0.48
















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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.


                                       2

<PAGE>

PROSPECTUS

SUBJECT TO COMPLETION

                1,632,737 SHARES OF COMMON STOCK PAR VALUE $.001
                 30,675 WARRANTS, EACH TO PURCHASE ONE SHARE OF
                          COMMON STOCK PAR VALUE $.001

                            MILESTONE SCIENTIFIC INC.

         The selling stockholders named in this prospectus are offering to sell
up to an aggregate of 1,632,737 shares of our common stock and 30,675 warrants,
each to purchase one share of common stock at $4.89 per share, as follows:

149,612             Shares issued to various vendors and consultants in payment
                    of outstanding trade payables and service fees in the
                    aggregate amount of approximately $390,333;

1,212,528           Shares (including 202,088 shares issuable upon exercise of
                    warrants) issued to third party accredited investors in a
                    $3,000,000 private placement of Units each consisting of ten
                    shares of common stock and two warrants, each to purchase
                    one share of common stock, in March, 2005;

43,424              Shares issued to our Director of Clinical Affairs as payment
                    for assignment of patented inventions, in the aggregate
                    amount of $70,000;

12,121              Shares issued to two employees in December 2004, as a bonus,
                    in the aggregate amount of $20,000;

                    16,666 Shares issuable to our Director of Clinical Affairs
                    upon exercise of options, expiring on December 5, 2009, to
                    buy shares of our common stock at an exercise price of $1.77
                    per share, granted in connection with an assignment to
                    Milestone of two newly patented inventions.

101,044             Shares issuable upon the exercise of warrants, expiring
                    February 16, 2009, issued as part of the commissions paid in
                    connection with the March, 2005 private placement of units
                    to accredited investors.

66,667              Shares issuable to a nominee of certain partners of our
                    legal counsel upon the exercise of options expiring on May [
                    ], 2010, to buy shares of our common stock at an exercise
                    price of $4.37 per share, as compensation for extending
                    credit and for past services rendered.

30,675               Warrants expiring February 16, 2009, to buy shares of our
                     common stock at a price of $4.89 per share, issued to a
                     nominee of certain partners of our legal counsel in part
                     payment of accrued liabilities for legal services in the
                     amount of $200,000, and the 30,675 shares underlying those
                     warrants.

         We will not receive any of the proceeds from the sale of these
securities. The securities are being registered for resale by the selling
stockholders.

         Shares of our common stock and warrants to purchase shares of our
common stock are traded on the American Stock Exchange under the symbols "MS"
and "MS.WS" respectively. On May [ ] , 2005 the closing price of our common
stock was $ [ ] per share and the closing price of our warrant was $[ ] per
share.

         See "Risk Factors" beginning on Page 14 for the factors you should
consider before buying shares of our common stock.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION OR OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                  The date of this prospectus is May [ ], 2005.





                                       3
<PAGE>




                                TABLE OF CONTENTS
                                                                            PAGE

WHERE YOU CAN FIND MORE INFORMATION..........................................5
REPORTS TO SECURITY HOLDERS..................................................5
INCORPORATION OF DOCUMENTS BY REFERENCE......................................5
SUMMARY......................................................................7
RISK FACTORS................................................................11
FORWARD LOOKING STATEMENTS..................................................15
USE OF PROCEEDS.............................................................15
SELLING SECURITY HOLDERS....................................................15
PLAN OF DISTRIBUTION........................................................21
LEGAL MATTERS...............................................................22
EXPERTS.....................................................................22
INTEREST OF NAMED EXPERT AND COUNSEL........................................23
LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION......................23











         You may rely only on the information contained in this prospectus,
including the documents incorporated in this prospectus by reference. We have
not authorized anyone to provide information that is different from that
contained in this prospectus. This prospectus may only be used where it is legal
to sell these securities. The information in this prospectus may not be accurate
after the date appearing on the cover.





                                       4
<PAGE>



                       WHERE YOU CAN FIND MORE INFORMATION

         We are subject to the informational and reporting requirements of the
Securities Exchange Act of 1934, as amended, and, in accordance with that
statute, have filed various reports, proxy statements and other information with
the Securities and Exchange Commission. You may inspect these reports, proxy
statements and other information at the public reference facilities of the
Securities and Exchange Commission at its principal offices at Judiciary Plaza,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at its regional
offices located at 233 Broadway, 16th Flr., New York, NY 10279. You can get
copies of these reports and other information from these offices upon payment of
the required fees. These reports and other information can also be accessed from
the web site maintained by the Securities and Exchange Commission at
http://www.sec.gov. The public may obtain information on operations of the
public reference room by calling the Securities and Exchange Commission at (800)
SEC-0330.

         We have filed a registration statement on Form S-3 with the Securities
and Exchange Commission under the Securities Act with respect to the shares
offered by this prospectus. This prospectus, which forms a part of the
registration statement, provides information as to the shares and warrants
covered by the filing. However, this prospectus does not contain all of the
information included in the registration statement and the accompanying
exhibits. Statements contained in this prospectus regarding the contents of any
document are not necessarily complete and are qualified in their entirety by
such reference. You should refer to the actual document as filed with the
Securities and Exchange Commission. You can get copies of the registration
statement and the accompanying exhibits from the Securities and Exchange
Commission upon payment of the required fees or it may be inspected free of
charge at the public reference facilities and regional offices referred to
above.


                           REPORTS TO SECURITY HOLDERS

         We furnish our stockholders with annual reports containing audited
financial statements. In addition, we are required to file reports on Forms 8-K,
10-QSB and 10-KSB with the Securities and Exchange Commission.


                     INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by us with the Securities and Exchange
Commission are incorporated in this prospectus by reference:

         (1)   Annual Report on Form 10-KSB for the fiscal year ended December
               31, 2004;

         (2)   Current Reports on Form 8-K filed on January 6 and April 5, 2005;
               and

         (3)   Each document filed after the date of this prospectus pursuant to
               Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
               but before this offering terminates is incorporated in this
               prospectus by reference and is to be treated as part of this
               prospectus from the date it was filed. Any statement contained in
               a document incorporated or deemed to be incorporated in this
               prospectus by reference is modified or superseded to the extent
               that a statement contained in this prospectus or in any other
               subsequently filed document which is incorporated in this
               prospectus by reference modifies or supersedes such statement.





                                       5
<PAGE>


         Upon written or oral request, we will provide, without charge, each
person to whom a copy of this prospectus is delivered, a copy of any document
incorporated by reference in this prospectus (other than exhibits, unless such
exhibits are specifically incorporated by reference in such documents). Requests
should be directed to Milestone Scientific Inc., 220 South Orange Avenue,
Livingston Corporate Park, Livingston, New Jersey 07039, (973) 535-2717
Attention: Kevin Lusardi, Chief Financial Officer.

         NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE OF SHARES OF OUR COMMON STOCK
COVERED BY THIS PROSPECTUS SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE OF THIS
PROSPECTUS OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY CIRCUMSTANCES IN
WHICH THE OFFER OR SOLICITATION IS UNLAWFUL.















                                       6
<PAGE>


                                     SUMMARY

         OVERVIEW

         Milestone Scientific Inc. is the world leader in advanced injection
technology. Its principal product, CompuDent(R), a computer controlled,
precision metered, local anesthetic injection system (the "CompuDent"), enables
a dentist to consistently administer safe, effective and painless injections.
CompuDent is a revolutionary device, considered one of the major advances in
dentistry of the twentieth century. It has been favorably evaluated in
approximately 50 peer reviewed or independent clinical research reports. In 2004
the CompuDent was prominently featured in the leading textbook on dental
anesthesia, the "Handbook of Local Anesthesia" by Stanley F. Malamed, DDS.(1)

     CompuDent, including its ergonomically designed single use hand-piece The
Wand(R), ( "The Wand"), provides numerous, well documented benefits:

         o   CompuDent minimizes the pain associated with palatal, mandibular
             block and other injections, resulting in a more comfortable
             injection experience for the patient;

         o   the pencil grip used with The Wand handpiece allows unprecedented
             tactile sense and accurate control;

         o   new injections made possible with the CompuDent technology
             eliminate collateral numbness of the tongue, lips and facial
             muscles;

         o   bi-directional rotation of The Wand handpiece eliminates needle
             deflection resulting in greater success and more rapid onset of
             anesthesia in mandibular block injections;

         o   the use of a single patient use, disposable handpiece minimizes the
             risk of cross contamination;

         o   the ergonomic design of The Wand handpiece makes an injection
             easier and less stressful to administer, lowering the risk of
             carpal tunnel syndrome;

         o   reduces tissue tearing and necrosis and results in less
             post-operative or post-procedure pain, but is awaiting further
             clinical evidence before publicly making these claims.


OTHER PRODUCTS AND TECHNOLOGIES

         To enhance its role as the world leader in advanced injection
technology, Milestone has developed the following array of other technologically
advanced products for the delivery of local anesthetics and liquid medicaments.

         CompuMed

         Milestone developed and in 2001 began limited marketing of
"CompuMed(R)", a computer controlled injection system geared to the needs of the
medical market and providing benefits similar to the CompuDent. CompuMed allows
many medical procedures, now requiring IV sedation, to be performed with only
local anesthesia because of the dramatic pain reduction. Also, dosages of local




- -----------------
(1) Dr. Malamed is widely recognized as the preeminent authority on dental
anesthesia. New editions of his "Handbook of Local Anesthesia" are published
once every seven years and are used in all major U.S. and many foreign dental
schools. It is the largest selling textbook in dental anesthesia and is the
third largest selling dental textbook. The current edition recommends use of the
CompuDent and devotes 62 paragraphs to the device and its application. Milestone
understands that this is the first instance in which Dr. Malamed's text has
recommended a particular device.



                                       7
<PAGE>


anesthetic can often be significantly reduced, thus reducing side effects,
accelerating recovery times, lowering costs and eliminating complications.
CompuMed is now gaining growing clinical evidence showing benefits from use in
colorectal surgery, podiatry, dermatology, including surgery for the removal of
basal cell carcinomas and other oncological dermatologic procedures, nasal and
sinus surgery, including rhinoplasty, hair transplantation and plastic surgery.

         SafetyWand

         Following adoption of the Federal Needlestick Safety and Prevention Act
Milestone developed, and in September 2003 the FDA approved marketing of,
Milestone's The SafetyWand(TM) ("SafetyWand") disposable handpiece, a patented
injection device that incorporates safety engineering sharps protection features
to aid in the prevention of needlesticks. The SafetyWand is the first patented
injection device to be fully compliant with OSHA regulations under the federal
Needlestick Safety Act while meeting the clinical needs of dentists.

         While safety injection devices have been mandated since 2000 under
federal law, OSHA had been unable to enforce this law against dentists because
of the inadequacy of existing devices to meet both the requirements of the law
and the clinical needs of dentists. The SafetyWand meets these requirements and
provides dental practitioners with a safer retractable needle device, with
single hand activation, which is reusable multiple times during a single patient
visit, yet small and sleek enough not to obscure the dentist's sometimes limited
field of view. Since SafetyWand is now available commercially, OSHA has begun to
enforce existing regulations requiring the use of safety engineered devices.
OSHA is empowered to levy substantial fines for failure to use these devices.

         CompuFlo

          CompuFlo(TM) ("CompuFlo"), developed by Milestone, is a revolutionary
new technology for injections. CompuFlo enables health care practitioners to
monitor and precisely control "pressure", "rate" and "volume" during all
injections and can be used to inject all liquid medicaments as well as
anesthetics. CompuFlo can also be used to aspirate body fluids.

                  In September 2004, Milestone Scientific was issued United
States Patent No. 6,786,885 (date of issue September 14, 2004) on CompuFlo
technology, entitled "Pressure/Force Computer Controlled Drug Delivery System
with Exit Pressure. Proprietary software working with an innovative technology
allows the system to continuously monitor and control the exit pressure of fluid
and/or medication during an injection. This same technology also enables doctors
to accurately identify different tissue types based on exit pressure during an
injection. The technology appears to have many applications in both medicine and
dentistry including epidural injections. In December 2004, the United States
Patent Office issued a "Notice of Allowance" for patent protection on two
additional critical elements of the CompuFlo automated drug delivery technology:
"Drug Delivery System with Profiles" and "Pressure/Force Computer Controlled
Drug Delivery with Automated Charging". The first of these two additional
technologies standardizes and simplifies the drug delivery process, while the
second provides the means to deliver any volume of medication or infused fluid,
such as a saline solution, into the human body.


         Epidurals. In 2004, successful results of two independent pilot
clinical studies confirmed the efficacy of the CompuFlo pressure/force computer
controlled anesthetic delivery system in identifying the epidural space.
Identifying when a hypodermic needle has entered the epidural space is a
critically





                                       8
<PAGE>

important factor in the safety and effectiveness of anesthetic injections
administered during childbirth and in the course of pain management therapy. A
report on the results of the study, conducted through the University of Texas
Health Science Center at Houston under the guidance of Dr. Oscar Ghelber,
Assistant Professor of Anesthesiology, was presented at the Society for
Technology in Anesthesia (STA) meeting on October 28th, 2004. Proper and
consistent identification of the epidural space represents a critical step
towards the adoption of Milestone's technology for the administration of
epidural anesthesia.

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

         In addition to products enhancing its position in advanced injection
technology, in 2004 Milestone acquired rights to a proprietary dental
enhancement system now named the CoolBlue Wand(TM) ("CoolBlue Wand").

         CoolBlue Wand Dental Enhancement System

         The CoolBlue Wand dental enhancement system uses blue light emitting
diodes for fast curing of dental composite material, trans-illumination of teeth
and activation of whitening gels and pastes. Initially Milestone viewed the
CoolBlue Wand as an aid to its sales force in gaining access to dental offices
for sales of CompuDent. However, in view of the burgeoning consumer demand for
tooth whitening, Milestone has developed a professional in-office tooth
whitening product that will also provide access to the consumer tooth whitening
market.


         CoolBlue(TM) Tooth Whitening System ("CoolBlue")

         The CoolBlue Tooth Whitening system is a professional whitening system
marketed directly to dental offices. The technique used with this system is
differentiated from the competition in the following manner.

         1.  It uses blue Light Emitting Diodes (LED), rather than a high
             intensity plasma arc light, to accelerate the whitening process.

         2.  In contrast to currently available methods, it requires a minimum
             amount of time in the dental chair, as the teeth are illuminated
             for only ten seconds which is enough to begin the whitening
             process.

         3.  The patient goes home with our proprietary whitening rinse, which,
             by contrast to more expensive methods currently available, does not
             require custom trays, again reducing the time in the dentist's
             office.

         This method has advantages for both the dentist and patient, as it
involves less chair time and lower costs.

         We believe that the sales initiative for this product will enable us to
access an expanded number of dental offices, thereby providing an opening to
sell our core product - the CompuDent system. It is our intention to make the
CoolBlue Tooth Whitening system available in the second quarter of 2005.



                                       9
<PAGE>


         Ionic White(TM) Tooth Whitening system ("Ionic White")

         Ionic White Tooth Whitening system is a consumer product designed to
whiten and brighten teeth. This product uses a proprietary formulation of
whitening gels in conjunction with an intra-oral mouthpiece which contains a
series of blue LEDs used to accelerate the whitening process. There are patents
pending in the US and internationally on both the design and method of this
product. Ionic White was launched via television infomercials in March, 2005.

         o   This product differs from other over the counter (OTC) consumer
             products in a number of ways. It allows whitening gels to enter the
             dentin tubules for superior whitening. It whitens the top, bottom,
             front and back of the teeth, whereas typical OTC products whiten
             only the front of the teeth.The initial process takes only 21
             minutes, and the customer may maintain brightness because the
             system includes a proprietary whitening rinse, which when used with
             the intra-oral mouthpiece, maintains white, bright teeth.


         NEW MARKETING APPROACH

         Throughout 2004, Milestone continued building a national sales force of
highly trained independent representatives to provide sales coverage in urban
areas in 16 states.

     Milestone's sales force currently includes three full time sales managers,
     18 inside sales representatives, 3 sales support representatives and 8
     independent outside sales representatives. With a growing new sales force
     and the acquisition of rights to new products to facilitate access to
     dental offices, Milestone intends to direct its marketing efforts to
     capturing new customers, particularly from specialty practitioners,
     including periodontists, pedodontists, endodontists and
     cosmetic/restorative dentists.


         CORPORATE INFORMATION

         On December 10, 2004 we purchased a 19.9% interest in a German
wholesale distributorship that sells dental products including our CompuDent
technology and CoolBlue product lines in Germany, the world's 3rd largest dental
market

         We were organized in August 1989 under the laws of Delaware. Our
principal executive office is located at 220 South Orange Avenue, Livingston
Corporate Park, Livingston, New Jersey 07039, telephone number (973) 535-2717.




                                       10
<PAGE>



                                  RISK FACTORS

The securities offered by the selling stockholders involve a high degree of risk
and should only be purchased by persons who can afford to lose their entire
investment. Prospective purchasers should carefully consider, among other
things, the following risk factors and the other information in this prospectus,
including our financial statements and the notes to those statements, prior to
making an investment decision.

We have no history of profitable operations. Continuing losses could exhaust our
capital resources and force us to discontinue operations.

         Although our operations commenced in November 1995, until 1998 we had
limited revenues. For the years ended December 31, 1998, 1999, 2000, 2001, 2002,
2003, and 2004, our revenues were approximately $8.8 million, $2.9 million, $5.7
million, $4.1 million, $4.1 million, $4.0 million, and 4.8 million,
respectively. In addition, we have had losses for each year since the
commencement of operations, including net losses of approximately $2.4 million
and $3 million for 2003 and 2004, respectively. At December 31, 2004, we had an
accumulated deficit of approximately $47.2 million. Unless we can significantly
increase sales of our CompuDent units, handpieces or other injection devices, we
expect to incur losses for the foreseeable future.

We cannot become successful unless we gain greater market acceptance for our
products and technology.

         As with any new technology, there is substantial risk that the
marketplace will not accept the potential benefits of this technology or be
unwilling to pay for any cost differential with the existing technologies.
Market acceptance of CompuDent, the SafetyWand, CompuMed and CompuFlo depends,
in large part, upon our ability to educate potential customers of their
distinctive characteristics and benefits and will require substantial marketing
efforts and expense. More than 26,000 units of the CompuDent or its predecessors
have been sold worldwide since 1998. Sales of disposable handpieces in 2004
reflect a moderate increase in the world wide usage of our dental and medical
systems. We cannot assure you that our current or proposed products will be
accepted by practitioners or that any of the current or proposed products will
be able to compete effectively against current and alternative products.

Our limited distribution channels must be expanded for us to become successful.

         Our future revenues depend on our ability to market and distribute our
anesthetic injection technology successfully. In the United States, we rely on a
limited number of independent representatives and in-house sales people. Abroad,
we lack distributors in many markets. To be successful we will need to hire and
retain additional sales personnel, provide for their proper training and ensure
adequate customer support. We cannot assure you that we will be able to hire and
retain an adequate sales force or engage suitable distributors, or that our
sales force or distributors will be able to successfully market and sell our
products.





                                       11
<PAGE>


We depend on two principal manufacturers. If we cannot maintain our existing
relationships or develop new ones, we may have to cease our operations.

         We have informal arrangements with the manufacturer of our CompuDent
and CompuMed units and the principal manufacturer of our handpieces for those
units pursuant to which they manufacture these products under specific purchase
orders but without any long-term contract or minimum purchase commitment. We
have been supplied by these manufacturers since the commencement of production
in 1998. However, termination of the manufacturing relationship with any of
these manufacturers could significantly and adversely affect our ability to
produce and sell our products. Though we have established an alternate source of
supply for our handpieces in China and other alternate sources of supply exist,
we would need to recover our existing tools or have new tools produced to
establish relationships with new suppliers. Establishing new manufacturing
relationships could involve significant expense and delay. Any curtailment or
interruptions of the supply, whether or not as a result or termination of the
relationship, would adversely affect us.

We may be subject to product liability claims that are not fully covered by our
insurance and that could put us under a tremendous financial strain.

         We could be subject to claims for personal injury from the alleged
malfunction or misuse of our dental and medical products. While we carry
liability insurance that we believe is adequate, we cannot assure you that the
insurance coverage will be sufficient to pay such claims should they be
successful. A partially or completely uninsured claim, if successful and of
significant magnitude, could have a material adverse effect on us.

We rely on the continuing services of our chairman and chief executive officer,
president and director of clinical affairs.

         We depend on the personal efforts and abilities of our Chairman and
Chief Executive Officer, our President who was promoted to this position from
that of Senior Vice President in September 2003, and our Director of Clinical
Affairs. We maintain a key man life insurance policy in the amount of $1,000,000
on the life of our Chairman and Chief Executive Officer. However, the loss of
his services or the services of each of our President or Director of Clinical
Affairs, on whom we maintain no insurance, could have a materially adverse
effect on our business.

The market price of our common stock has been volatile and may continue to
fluctuate significantly because of various factors, some of which are beyond our
control.

         Our stock price has been extremely volatile, fluctuating over the last
three years between closing prices of $.42 and $7.77. These fluctuations have
been unrelated to or disproportionately affected by our operating performance.
The market price of our common shares could continue to fluctuate significantly
in response to a variety of factors, some of which may be beyond our control.

The existence of outstanding options, warrants and convertible securities may
preclude us from obtaining additional equity financing.

         We currently have outstanding options, warrants and series A
convertible preferred stock to purchase 3,676,539 shares of our common stock at
prices ranging from $.87 to $13.50 per share with a weighted average exercise or
conversion price of $4.83. Holders of these warrants and options are given the
opportunity to profit from a rise in the market price of our common stock and
are likely to exercise their securities at a time when we would be able to
obtain additional equity capital on more favorable




                                       12
<PAGE>


terms. Thus, the terms upon which we will be able to obtain additional equity
capital may be adversely affected, since the holders of outstanding options and
warrants can be expected to exercise them at a time when we would, in all
likelihood, be able to obtain any needed capital on terms more favorable to us
than the exercise terms provided by such outstanding securities. The market
price of our common shares has been volatile and may continue to fluctuate
significantly because of various factors, some of which are beyond our control.

We are controlled by a limited number of shareholders.

         Our principal shareholders, Leonard Osser and K. Tucker Andersen, own
27.74% of the issued and outstanding shares of our common stock. As a result,
they have the ability to exercise substantial control over our affairs and
corporate actions requiring shareholder approval, including electing directors,
selling all or substantially all of our assets, merging with another entity or
amending our certificate of incorporation. This de facto control could delay,
deter or prevent a change in control and could adversely affect the price that
investors might be willing to pay in the future for our securities.


Future sales or the potential for sale of a substantial number of shares of our
common stock could cause the trading price of our common stock and warrants to
decline and could impair our ability to raise capital through subsequent equity
offerings.

         Sales of a substantial number of shares of our common stock in the
public markets, or the perception that these sales may occur, could cause the
market price of our stock to decline and could materially impair our ability to
raise capital through the sale of additional equity securities. We currently
have outstanding options and warrants to purchase 3,672,149 shares of our common
stock at prices ranging from $.87 to $13.50 per share with a weighted average
exercise or conversion price of $4.83. Holders of these warrants and options are
given the opportunity to profit from a rise in the market price of our common
stock and are likely to exercise their securities at a time when we would be
able to obtain additional equity capital on more favorable terms. Thus, the
terms upon which we will be able to obtain additional equity capital may be
adversely affected, since the holders of outstanding options and warrants can be
expected to exercise them at a time when we would, in all likelihood, be able to
obtain any needed capital on terms more favorable to us than the exercise terms
provided by such outstanding securities. The market price of our common shares
has been volatile and may continue to fluctuate significantly because of various
factors, some of which are beyond our control. Currently, there are 10,962,183
shares of common stock actually issued and 10,928,850 outstanding. Also, there
are another 4,362,757 shares of common stock reserved for future issuance as
follows:

         o   up to 1,440,000 shares underlying the warrants issued in the Public
             Offering;

         o   up to 335,614 shares underlying warrants granted to satisfy
             obligations in connection with the 2004 public offering;

         o   up to 432,000 shares underlying the representative's warrants
             issued in the Public Offering, including the shares underlying the
             warrants included in the representative's warrants;

         o   up to 303,132 shares underlying the representative's warrants
             issued in our March 2005 Private Placement, including the shares
             underlying the warrants included in the representative's warrants;




                                       13
<PAGE>


         o   up to 314,333 shares underlying stock options previously granted,
             or to be granted, under our 1997 Stock Option Plan

         o   up to 500,000 shares underlying stock options to be granted under
             our 2004 Stock Option Plan;

         o   up to 1,303,288 shares underlying other stock options and warrants
             that were granted and remained outstanding as of April 30, 2005;

         o   and

         o   4,390 shares of common stock underlying our series A convertible
             preferred stock.

         We have 10,928,850 shares of common stock outstanding, of which
5,761,737 are freely tradable. The remaining 5,167,113 shares are either held by
"affiliates", as defined by the rules and regulations promulgated under the
Securities Act of 1933, or are "restricted securities" as defined in Rule 144
promulgated under the Securities Act of 1933. Of this amount, 1,465,688
restricted shares not held by affiliates and 3,701,425 restricted or
non-restricted shares held by "affiliates," can only be sold in compliance with
the timing and volume limitations of Rule 144 promulgated under the Securities
Act of 1933.

         The decrease of our outstanding shares as a result of a reverse stock
split, without change to our authorized capitalization, increased the ability of
our board of directors to issue shares without stockholder approval. Issuance of
shares may dilute the value of our outstanding shares or have a negative impact
on the trading price of the common stock.

            The 1-for-3 stock split effected in January 2004, after due
authorization by our shareholders, reduced our outstanding shares from
18,338,033 to 6,112,678 (9,663,907 shares after giving effect to the
consummation of the public offering and related issuances of units). Since the
reverse stock split was effected without change in our authorized shares, the
differential between outstanding shares and authorized shares increased, thus
providing the Board of Directors with increased ability to effect issuances of
stock without stockholder authorization. For example, shares may be issued in
capital raising transactions, mergers or acquisitions or for compensatory
reasons where other governing rules or statutes do not separately require
stockholder approval. The issuance of these shares for less than their book
value or for less than value paid by purchasers in the recently completed
offering could have a dilutive effect on purchasers in this offering. Further
the issuance of the shares could also have a negative impact on the trading
price of our then outstanding common stock, including the stock issued in the
recently completed offering.

Implementation of procedures to comply with the Sarbanes-Oxley Act and SEC rules
concerning internal controls may be so costly that compliance could have an
adverse effect on us.

         We must comply with Sarbanes-Oxley requirements requiring a management
report on internal control over financial reporting disclosure requirements in
our annual report for our financial year ending December 31, 2006. It may be
time-consuming, costly and difficult for us to develop and implement the
necessary internal controls and reporting procedures, possibly requiring us to
hire additional personnel. These additional costs could have an adverse effect
on our profitability.

If we are unable to satisfy the American Stock Exchange maintenance
requirements, our common stock may be delisted from the American Stock Exchange
and, as a result, our liquidity and the value of our common stock may be
impaired.






                                       14
<PAGE>


         Shares of our common stock are currently listed on the American Stock
Exchange. Continued listing on the American Stock Exchange requires that we
maintain at least $6,000,000 in stockholders' equity since we have sustained
losses in our five most recent fiscal years. We received notice from the
American Stock Exchange on January 4, 2005 indicating that we were below the
Exchange's continued listing standards requiring stockholders' equity of
$6,000,000. On January 14, 2005 we submitted a plan to the Exchange for
regaining compliance with the Exchange's stockholder equity continued listing
requirement by the end of the plan period on June 30, 2005. On January 27, 2005
the Exchange determined that this plan made a reasonable demonstration of our
ability to regain compliance with the continued listing standards by the end of
the plan period. As a result of the acceptance of this plan, we will remain
listed on the Exchange until the end of the plan period, subject to periodic
review by the Exchange to determine whether we are progressing consistent with
the plan. However, failure to make such progress could result in our being
delisted earlier from the Exchange. If our securities are delisted from the
Exchange, trading, if any, in our securities would be conducted in the over the
counter market on the NASD's "OTC Bulletin Board". Consequently, the liquidity
of our securities could be impaired, not only in the number of securities that
could be bought and sold, but also through delays in the timing of transactions,
reduction in security analyst and news media coverage of Milestone, and lower
prices for our securities than might otherwise be obtained.


                           FORWARD LOOKING STATEMENTS

         This prospectus contains forward-looking statements based on current
expectations, assumptions, estimates and projections about us and the industry
in which we operate. We use words such as plans, believes, expects, future,
intends and similar expressions to identify forward-looking statements. These
forward-looking statements involve numerous risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of factors more fully described elsewhere in this
prospectus. We undertake no obligation to update any forward-looking statements
for any reason, even if new information becomes available or other events occur
in the future.


                                 USE OF PROCEEDS

         All shares and/or warrants of our common stock offered by this
prospectus are being registered for the account of the selling stockholders. We
will not receive any of the proceeds from the sale of these shares and/or
warrants. However, the shares offered by this prospectus include 417,140 shares
underlying warrants and options to purchase those shares at different prices per
share. Assuming the exercise of all of these warrants and options, we would
receive proceeds of approximately $1,953,017 in the aggregate, which we would
use for additional working capital.


                            SELLING SECURITY HOLDERS

         The following table sets forth the information as to the ownership of
our securities by the selling stockholders on May 4, 2005. On May 4, 2005,
10,928,850 shares of our common stock were outstanding. Unless otherwise
indicated, it is assumed that each selling stockholder listed below possesses
sole voting and investment power with respect to the shares owned as of such
date by the selling stockholder, including those issuable upon exercise of
warrants or options. In addition, other than





                                       15
<PAGE>


indicated below, none of the selling stockholders has had a material
relationship with us or any of our predecessors or affiliates within the past
three years.

         A person is deemed to be a beneficial owner of securities that can be
acquired by such person within 60 days from the filing of this prospectus upon
the exercise of options and warrants or conversion of convertible securities.
Each selling stockholder's percentage ownership is determined by dividing the
number of shares beneficially owned by that person by the total number of shares
beneficially owned, increased to reflect the shares underlying the options,
warrants and convertible securities that are held by such person, but not held
by any other person.

<FONT size="1">


                                                                                       SHARES TO BE        PERCENTAGE OF
                                     SHARES OWNED               NUMBER OF                 OWNED           COMMON STOCK
                                      BEFORE THE             SHARES THAT MAY            AFTER THE        OWNED AFTER THE
        SELLING STOCKHOLDER            OFFERING                  BE SOLD                 OFFERING           OFFERING
        -------------------            --------                  -------                 --------           --------

Gestioni Patrimoniale                   360,000 (1)              360,000                       0                  0
c/o Banca Profilo
Via S. Martino n. 10
Milano, Italy


First Mirage, Inc.                      66,000  (2)               66,000                       0                  0
333 Sandy Springs Circle, Suite 230
Atlanta, GA  30328


Generation Capital Associates           54,528  (3)               54,528                       0                  0
1085 Riverside Terrace
Atlanta, GA  30328


SIMGEST S.p.A.                          480,000 (4)              480,000                       0                  0
Via Cairoli 11
40121 BOLOGNA
Italy


Dynamic Decisions Growth Premium        120,000 (5)              120,000                       0                  0
Master Fund
Morgan Stanley
25 Cabot Square
Canary Warf
London
E14 4QA
England
</FONT>



                                       16
<PAGE>



<FONT size="1">


                                                                                       SHARES TO BE        PERCENTAGE OF
                                     SHARES OWNED               NUMBER OF                 OWNED           COMMON STOCK
                                      BEFORE THE             SHARES THAT MAY            AFTER THE        OWNED AFTER THE
        SELLING STOCKHOLDER            OFFERING                  BE SOLD                 OFFERING           OFFERING
        -------------------            --------                  -------                 --------           --------



Design Centre Incorporated              103,648 (6)               38,370                    65,278                *
218 Dew Drop Road
York PA 17402

Dynamic Decisions Euro Growth           120,000 (7)              120,000                       0                  0
Master Fund
Morgan Stanley
25 Cabot Square
Canary Warf
London
E14 4QA
England


Pablo Felipe Serna                       7,408                    7,408                        0                  0
Dynamic Decisions
Corso Italia, 66
Milano, 20122, MI
Italy

Investment Connections                   2,204  (8)               2,204                        0                  0
Route de Sauverny 217
Case Postale 565
CH 1290 Versoix, Switzerland


Thomas Stuckey                          13,872  (9)               9,965                      3,817                *
19 Grant Avenue
Highland Park, NJ 08904


ValueRich, Inc.                          3,084  (10)              3,084                        0                  0
1804 N. Dixie Highway, Suite A
West Palm Beach, FL 33407

Mark Hochman                          122,492.98(11)              60,090                   62,402.98              *
26 Meadow Woods Road
Lake Success, NY 11020
</FONT>





                                       17
<PAGE>



<FONT size="1">


                                                                                       SHARES TO BE        PERCENTAGE OF
                                     SHARES OWNED               NUMBER OF                 OWNED           COMMON STOCK
                                      BEFORE THE             SHARES THAT MAY            AFTER THE        OWNED AFTER THE
        SELLING STOCKHOLDER            OFFERING                  BE SOLD                 OFFERING           OFFERING
        -------------------            --------                  -------                 --------           --------

Stuart Wildhorn                         33,647  (12)              3,030                     30,617                *
2 Knights Bridge Drive
Randolph, NJ 07869


Adam Salberg                             3,030                    3,030                        0                  0
10 Bergen Hill Road
Rockaway, NJ 07866


Shaul Koren                             293,066 (13)              9,091                     283,975             2.59
PO Box 451
Woodywood 2144
Sandon, South Africa


Arthur Salzfass                         21,211                    8,811                     12,400                *
31 East Street
Hadley, MA  01035


Charles David McCrory                   12,000  (14)              12,000                       0                  0
7413 Spring Lea Way
N. Richland Hills, TX 76180


William C. Tella                        15,072                    7,536                      7,536                *
19 Mitchell Road
Port Washington, NY  11050

Marina Co.                              483,821 (15)              97,342                    386,479             3.45
c/o Morse, Zelnick, Rose & Lander
405 Park Avenue
New York, NY  10022-4405

CommonHealth, LLC                       62,783  (16)              62,783                       0                  0
30 Lanidex Plaza West
Parsippany, NJ  07054
</FONT>



                                       18
<PAGE>


- -----------------
Less than 1*

     (1) Investment making authority for Banca Profilo (Gestioni Patrimoniale)
     is vested in Fabio Gnecco, its Asset Management Director. Banca Profilo
     (Gestioni Patrimoniale)'s beneficial ownership of common stock includes
     60,000 shares underlying warrants, exercisable within 60 days of the date
     of this prospectus, at an exercise price of $4.89 per share.

     (2) Investment making authority for First Mirage, Inc. is vested in Frank
     E. Hart, Manager of High Capital Funding, LLC, the corporate parent of
     First Mirage, Inc., David A. Rapaport, its Executive Vice President and
     General Counsel, and Fred A. Brasch, its Chief Financial Officer. First
     Mirage's beneficial ownership of common stock includes 11,000 shares
     underlying warrants, exercisable within 60 days of the date of this
     prospectus, at an exercise price of $4.89 per share.

     (3) Investment making authority for Generation Capital Associates is vested
     in David A. Rapaport, its Executive Vice President and General Counsel,
     Frank E. Hart, its general partner (as nominee for High Capital Funding,
     LLC, the corporate parent of Generation Capital Associates), and Fred A.
     Brasch, its Chief Financial Officer. Generation Capital Associates'
     beneficial ownership of common stock includes 9,088 shares underlying
     warrants, exercisable within 60 days of the date of this prospectus, at an
     exercise price of $4.89 per share.

     (4) Investment making authority for SIMGEST S.p.A. is vested in its Asset
     Management Committee, the Chairman of which is Fausto Fontanesi, General
     Manager of SIMGEST S.p.A. SIMGEST S.p.A..'s beneficial ownership of common
     stock includes 80,000 shares underlying warrants, exercisable within 60
     days of the date of this prospectus, at an exercise price of $4.89 per
     share.

     (5) Investment making authority for Dynamic Decisions Growth Premium Master
     Fund is vested in Enrico Danieletto, its CIO, Marta Renzetti, its CFO, and
     Alberto Micalizzi, its chairman.. Dynamic Decisions Growth Premium Master
     Fund's beneficial ownership of common stock includes 20,000 shares
     underlying warrants, exercisable within 60 days of the date of this
     prospectus, at an exercise price of $4.89 per share.

     (6) Design Centre Incorporated's beneficial ownership of common stock
     includes 65,278 shares subject to stock options, exercisable within 60 days
     of the date of this prospectus, 62,500 of which are exercisable at a price
     of $1.98 and 2,778 of which are exercisable at a price of $1.25. Investment
     making authority for this entity is vested in Gary DeBruin, its Senior Vice
     President.






                                       19
<PAGE>


     (7) Investment making authority for Dynamic Decisions Euro Growth Master
     Fund is vested in Enrico Danieletto, its CIO, Marta Renzetti, its CFO, and
     Alberto Micalizzi, its chairman. Dynamic Decisions Euro Growth Master
     Fund's beneficial ownership of common stock includes 20,000 shares
     underlying warrants, exercisable within 60 days of the date of this
     prospectus, at an exercise price of $4.89 per share.

     (8) Investment making authority for Investment Connections is vested in
     Floriane Meyer, its Managing Director.

     (9) Thomas Stuckey's beneficial ownership of common stock includes 3,817
     shares subject to stock options, exercisable within 60 days of the date of
     this prospectus, at an exercise price of $4.92 per share. Of these options,
     306 are held jointly with his wife and 733 are held in an IRA account.

     (10) Investment making authority for ValueRich, Inc. is vested in Joseph
     Visconti, its CEO.

     (11) Mark Hochman's beneficial ownership of common stock includes the
     following held jointly with his wife, Claudia Hochman, as follows: 43,424
     shares of common stock and 64,442.98 shares subject to stock options,
     exercisable within 60 days of the date of this prospectus. The exercise
     prices of these options are: 28,333 at $6.60 per share; 8,333 at $2.25 per
     share; 8,333 at $3.60 per share; 8,333 at $0.90 per share; 16,666 at $2.00
     per share and 16,666 at $1.70 per share.

     (12) Stuart Wildhorn's beneficial ownership of common stock includes 24,556
     shares subject to stock options, exercisable within 60 days of the date of
     this prospectus. The exercise prices of these options are: 16,667 at $7.50
     per share; 2,333 at $2.25 per share and 5,556 at $4.92 per share.

     (13) Shaul Koren's beneficial ownership of common stock includes 16,667
     shares subject to stock options, exercisable within 60 days of the date of
     this prospectus, at an exercise price of $4.92 per share.

     (14) Charles David McCrory's beneficial ownership of common stock includes
     2,000 shares underlying warrants exercisable within 60 days of the date of
     this prospectus, at an exercise price of $4.89 per share.

     (15) Marina Co. is a New York General Partnership whose general partners
     are some of the limited liability partners of Morse, Zelnick, Rose &
     Lander, LLP. Marina Co. is used by its participating partners as a
     repository for shares of Milestone Scientific and other corporations that
     they own. Marina Co.'s beneficial ownership of common stock includes
     264,008 shares issuable upon exercise of stock options and warrants,
     exercisable within 60 days of the date of this prospectus. 53,333 options
     are exercisable at $3.26 per share, 66,667 options are exercisable at $4.37
     per share, 33,333 options are exercisable at $7.50 per share and 111,675
     warrants are exercisable at $4.89 per share. 30,675 of these warrants,
     expiring February 16, 2009, are also offered as part of this Registration
     Statement. Investment making authority for Marina Co. is vested in Howard
     Morse, Esq., Kenneth Rose, Esq. and Stephen Zelnick, Esq., partners of
     Morse, Zelnick, Rose & Lander, LLP.

     (16) Investment making authority for CommonHealth, LLC is vested in Matt
     Giegerich, its Chief Executive Officer, and Robert L. Saporito, its Chief
     Financial Officer.





                                       20
<PAGE>


                              PLAN OF DISTRIBUTION

         Sales of the shares of our common stock or the warrants to purchase our
common stock, covered by this prospectus, may be effected from time to time in
transactions (which may include block transactions) on the American Stock
Exchange (or other markets on which shares of our common stock are then traded),
in negotiated transactions, through put or call option transactions relating to
the shares, through short sales of shares, or a combination of such methods of
sale, at fixed prices which may be changed, at market prices prevailing at the
time of sale, or at negotiated prices. None of the selling stockholders has
entered into agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their shares. The selling stockholders may
effect transactions by selling their shares directly to purchasers or through
broker-dealers, who may act as agents or principals. Such broker-dealers may
receive compensation in the form of discounts, concessions, or commissions from
the selling stockholders and/or the purchasers of the shares for whom such
broker-dealers may act as agents, or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). The selling stockholders and any broker-dealers who act
in connection with the sale of the shares might be deemed to be underwriters
within the meaning of Section 2(11) of the Securities Act of 1933 and any
commissions received by such broker-dealers and any profit on the resale of the
shares sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the Securities Act. We have agreed
to indemnify each selling stockholder against a number of liabilities, including
liabilities arising under the Securities Act. The selling stockholders may agree
to indemnify any agent, dealer or broker-dealer who participates in transactions
involving sales of the securities against the liabilities, including liabilities
arising under the Securities Act. As used herein, "selling stockholders"
includes donees and pledgees selling shares received from a named selling
stockholder after the date of this prospectus.

         Selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided that they meet the criteria and conform to the requirements of such
Rule.

         We have agreed to keep the registration statement, of which this
prospectus is a part, effective until all the shares covered by this prospectus
are sold or can be sold freely under an appropriate exemption from the
securities laws of the United States and the states, without limitation.

         In order to comply with the applicable state securities laws, the
shares covered by this prospectus will be offered or sold through registered or
licensed brokers or dealers in those states. In addition, in a number of states
the shares may not be offered or sold unless they have been registered or
qualified for sale in such states, or an exemption from such registration or
qualification requirement is available and such offering or sale is in
compliance therewith.

         Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the shares may not simultaneously engage in
market making activities with respect to such securities for a period beginning
when such person becomes a distribution participant and ending upon such
person's completion of participation in a distribution, including stabilization
activities in the common stock to effect syndicate covering transactions, to
impose penalty bids or to effect passive market making bids. In addition, the
selling stockholders will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including, without limitation,
Rule 10b-5 and, insofar as the selling stockholders are distribution
participants, Regulation M and Rules 100, 101, 102, 103, 104 and 105 thereof,
all of which may affect the marketability of the shares covered by this
prospectus.





                                       21
<PAGE>


                                  LEGAL MATTERS

         Morse, Zelnick, Rose & Lander, LLP, 405 Park Avenue, New York, New York
10022 will deliver an opinion that the issuance of the shares covered by this
prospectus has been approved by our Board of Directors and that such shares,
when issued, will be fully paid and non-assessable under Delaware law.


                                     EXPERTS

         Our financial statements as of December 31, 2004 and for the year then
ended appearing in our Annual Report on Form 10-KSB for the year ended December
31, 2004 have been audited by Eisner LLP, an independent registered public
accounting firm, as set forth in their report thereon dated February 22, 2005,
except as to Note R, the date of which is March 31, 2005, included therein and
incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance upon the authority of such firm as experts in
accounting and auditing. The consolidated financial statements of Milestone
Scientific Inc. and subsidiaries as of and for the year ended December 31, 2003
appearing in Milestone Scientific Inc's annual report on Form 10-KSB for the
year ended December 31, 2004 have been audited by J.H. Cohn LLP, an independent
registered public accounting firm, as set forth in their report thereon dated
March 26, 2004, included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.















                                       22
<PAGE>


                      INTEREST OF NAMED EXPERT AND COUNSEL


         Members, affiliates and of counsel to Morse, Zelnick, Rose & Lander,
LLP own, in the aggregate, 219,813 shares of our common stock and options or
warrants to purchase 370,675 shares of our common stock, 264,008 of which are
currently exercisable.


             LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION

         Our certificate of incorporation provides that a director will not be
personally liable to us or to our stockholders for monetary damages for breach
of the fiduciary duty of care as a director, including breaches which constitute
gross negligence. This provision does not eliminate or limit the liability of a
director:

         o   for breach of his or her duty of loyalty to us or to our
             stockholders;

         o   for acts or omissions not in good faith or which involve
             intentional misconduct or a knowing violation of law;

         o   under Section 174 of the Delaware General Corporation Law (relating
             to unlawful payments or dividends or unlawful stock repurchases or
             redemptions);

         o   for any improper benefit; or

         o   for breaches of a director's responsibilities under the federal
             securities laws.

                  Our certificate of incorporation also provides that we
         indemnify and hold harmless each of our directors and officers to the
         fullest extent authorized by the Delaware General Corporation Law,
         against all expense, liability and loss (including attorney's fees,
         judgments, fines, ERISA excise taxes or penalties and amounts paid or
         to be paid in settlement) reasonably incurred or suffered by such
         person in connection therewith.

                  Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons pursuant to our Certificate of Incorporation, Bylaws and the
         Delaware General Corporation Law, we have been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy and is, therefore, unenforceable.






                                       23
<PAGE>




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





                                1,632,737 SHARES
                                  COMMON STOCK

                                30,675 WARRANTS,
                                EACH TO PURCHASE
                            ONE SHARE OF COMMON STOCK







                            MILESTONE SCIENTIFIC INC.







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

                                   PROSPECTUS

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











                                  May [ ], 2005
          ============================================================




<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

         We agreed to register the re-offer and re-sale of the shares of our
common stock and the warrants covered by this prospectus by filing the
registration statement which this prospectus is a part under the Securities Act
and the securities laws of the states. We agreed to pay all the expenses and
fees incurred in connection with the preparation, filing and modification or
amendment of the registration statements except for selling commissions. These
expenses are estimated at $30,620.48, as follows:

SEC registration fee..............................................   $   620.48
Accounting fees and expenses......................................    10,000
Legal fees and expenses...........................................    20,000
                                                                      ------

      Total.......................................................   $30,620.48
                                                                     ----------


ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Our Certificate of Incorporation provides that a director will not be
personally liable to us or to our stockholders for monetary damages for breach
of the fiduciary duty of care as a director, including breaches which constitute
gross negligence. This provision does not eliminate or limit the liability of a
director:

         o   for breach of his or her duty of loyalty to us or to our
             stockholders,

         o   for acts or omissions not in good faith or which involve
             intentional misconduct or a knowing violation of law,

         o   under Section 174 of the Delaware General Corporation Law (relating
             to unlawful payments or dividends or unlawful stock repurchases or
             redemptions),

         o   for any improper benefit, or

         o   for breaches of a director's responsibilities under the Federal
             securities laws.

         Our Certificate of Incorporation also provides that we indemnify and
hold harmless each of our directors and officers to the fullest extent
authorized by the Delaware General Corporation Law, against all expense,
liability and loss (including attorney's fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith.




                                      II-1
<PAGE>


ITEM 16. EXHIBITS

Exhibit
No.                          Description
- ---                          -----------
4.1      Form of letter used in 2004 and 2005 regarding the issuance of shares
         to certain vendors and consultants of the company. (1)

4.2      Form of Subscription Agreement used in connection with the private
         placement of Units, March 2005*

4.3      Form of warrant issued in connection with the private placement of
         Units, March 2005*

4.4      Agreement with Mark Hochman dated as of January 1, 2005. (2)

4.5      Option agreement dated December 6, 2004, issued to Mark Hochman.*

4.6      Agreement dated December 22, 2003 with Morse, Zelnick, Rose & Lander.
         (3)

4.7      Option agreement dated May [    ], 2005, issued to Marina Co.*

4.8      Form of warrant agreement and form of warrant expiring February 16,
         2009.(4)

5.1      Opinion of Morse, Zelnick, Rose & Lander, LLP*

23.1     Consent of Eisner LLP*

23.2     Consent of J.H. Cohn LLP*

23.3     Consent of Morse, Zelnick, Rose & Lander, LLP (included in Exhibit 5.1)

24       Power of Attorney (included on signature page)

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

NOTES TO EXHIBITS
- -----------------

         *  Filed herewith

(1)      Filed on September 3, 2004 as exhibit 4.1 to our registration statement
         on Form S-3, S.E.C. file no. 333-118807, and incorporated herein by
         reference.

(2)      Filed on April 4, 2005 as exhibit 10.36 to our annual report on Form
         10-KSB, and incorporated herein by reference.

(3)      Filed on January 29, 2004 as exhibit 10.33 to our registration
         statement on Form S-2/A, S.E.C. file no. 333-110376, and incorporated
         herein by reference.

(4)      Filed on February 13, 2004, as exhibit 4.3 to our registration
         statement on Form S-2/A, S.E.C. file no. 333-110376, and incorporated
         herein by reference.


ITEM 17.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which it offers or sells
         securities, a post effective amendment to this Registration Statement
         to:

                           (i) include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                           (ii) reflect in the prospectus any facts or events
                  which, individually or together, represent a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding




                                      II-2
<PAGE>


                  the foregoing, any increase or decrease in volume of
                  securities offered (if the total dollar value of securities
                  offered would not exceed that which was registered) and any
                  deviation from the low or high end of the estimated maximum
                  offering range may be reflected in the form of prospectus
                  filed with the Commission pursuant to Rule 424(b) if, in the
                  aggregate, the changes in volume and price represent no more
                  than a 20 percent change in the maximum aggregate offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective Registration Statement; and

                           (iii) include any additional or changed material
                  information on the plan of distribution.

                  (2) For determining liability under the Securities Act, treat
         each post-effective amendment as a new registration statement relating
         to the securities then being offered, and the offering of Such
         securities at that time shall be deemed to be the initial bonafide
         offering of such securities.

                  (3) To file a post-effective amendment to remove from
         registration any of the securities that remain unsold at the end of the
         offering.

                  (4) For purposes of determining any liability under the
         Securities Act, each filing of the registrant's annual report pursuant
         to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
         where applicable, each filing of an employee benefit plan's annual
         report pursuant to Section 15(d) of the Securities Exchange Act of
         1934) that is incorporated by reference in the registration statement
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.








                                      II-3
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant,
Milestone Scientific Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York on this
6th day of May, 2005.


                                     MILESTONE SCIENTIFIC INC.

                                            By: /s/ Leonard Osser
                                                    ----------------------------
                                                    Leonard Osser,
                                                    Chairman and Chief Executive
                                                    Officer

KNOW ALL PERSONS BY THESE PRESENTS, that the persons whose signatures appear
below, constitute and appoint Leonard Osser and Stephen A. Zelnick, and each of
them, as their true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for them and in their names, places, steads, in
any and all capacities, to sign this Registration Statement to be filed with the
Securities and Exchange Commission and any and all amendments (including
post-effective amendments) to this Registration Statement, and any subsequent
registration statement filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as they might or could do in person, thereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 6th day of May, 2005.

         Signature                                      Title
         ---------                                      -----

/s/ Leonard Osser                     Chairman of the Board of Directors and
- -------------------------             Chief Executive Officer
Leonard Osser

/s/ Kevin T. Lusardi                  Vice President and Chief Financial Officer
- -------------------------
Kevin T. Lusardi

/s/ Leonard Schiller                  Director
- -------------------------
Leonard Schiller

/s/ Paul Gregory                      Director
- -------------------------
Paul Gregory

/s/ Leslie Bernhardt                  Director
- -------------------------
Leslie Bernhardt

/s/ Jeffrey Fuller                    Director
- -------------------------
Jeffrey Fuller










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<PRE>
<PAGE>


                             SUBSCRIPTION AGREEMENT


         THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of March 24,
2005, by and among MILESTONE SCIENTIFIC INC., a Delaware corporation (the
"Company"), and the subscribers identified on the signature page hereto (each a
"Subscriber" and collectively "Subscribers").

         WHEREAS, the Company and the Subscribers are executing and delivering
this Agreement in reliance upon an exemption from securities registration
afforded by the provisions of Section 4(2) and Rule 506 of Regulation D
("Regulation D") as promulgated by the United States Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"1933 Act"); and

         WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to the
Subscribers, as provided herein, and the Subscribers shall purchase, in the
aggregate, an amount not to exceed $3,000,000 (the "Purchase Price") of Units
each Unit consisting of (i) ten (10) shares of the Company's common stock, $.001
par value (the "Common Stock"), and (ii) two warrants each to purchase one share
of Common Stock (the "Warrants"), in the form attached hereto as EXHIBIT A (the
"Warrants"). The shares underlying the Warrants are referred to as the Warrant
Shares. The per Unit Purchase Price shall be $29.69, which is equal to the
average closing price of the Common Stock on the American Stock exchange during
the first ten of the 12 trading days ending on March 24, 2005, (the "Closing
Date") multiplied by 10. The Purchase Price shall be payable to the Company on
the Closing Date, as defined in Section 10 hereof. The shares of Common Stock
issuable to the Subscribers are referred to herein as the "Shares," and the
Shares, the Warrants and the Warrant Shares are collectively referred to herein
as the "Securities".

         NOW, THEREFORE, in consideration of the mutual covenants and other
agreements contained in this Agreement the Company and the Subscribers hereby
agree as follows:

                  1. Purchase and Sale of Shares and Warrants. Subject to the
satisfaction (or waiver) of the conditions to Closing set forth in this
Agreement, each Subscriber shall purchase the Shares and Warrants for the
Purchase Price indicated on the signature page hereto, and the Company shall
sell the Shares and Warrants called for by the above formula price to the
Subscriber. The Purchase Price for the Shares and Warrants shall be paid in
cash. The Company shall (i) instruct its transfer agent to issue stock
certificates for the number of Shares included in the Units to be purchased
hereunder and to deliver such Shares to each Subscriber within 15 business days
of the Closing Date, such Shares to be registered in the name of the Subscriber
and (ii) deliver Warrants for the number of Warrants purchased hereunder to the
Subscriber within said 15 business days. The Company will not issue fractional
Units but will refund amounts in excess of the price of the nearest full number
of Units which can be purchased with the purchase price tendered hereunder.




                                       1
<PAGE>


                  2. Warrants. Promptly after the Closing Date the Company will
issue two Warrants to each Subscriber for each ten (10) shares issued to such
Subscriber on the Closing Date. The per Warrant exercise price shall be $4.89
per share. The Warrants shall be exercisable until February 17, 2009.

                  3. Subscriber's Representations and Warranties. Each
Subscriber hereby represents and warrants to and agrees with the Company only as
to such Subscriber that:

                           (a) Information on Company. The Subscriber has been
furnished with a draft of the Company's Form 10-KSB for the year ended December
31, 2004, and has also been furnished with or has had access at the EDGAR
Website of the Commission to the Company's Form 10-KSB for the year ended
December 31, 2003 as filed with the Commission, together with all subsequently
filed Forms 10-QSB, 8-K, and filings made with the Commission available at the
EDGAR website (hereinafter referred to collectively as the "Reports"). the
Subscriber has considered all factors the Subscriber deems material in deciding
on the advisability of investing in the Securities.

                           (b) Information on Subscriber. At the time the
Subscriber was offered the Securities it was, and as of the date hereof it is an
"accredited investor", as such term is defined in Regulation D promulgated by
the Commission under the 1933 Act, is experienced in investments and business
matters, has made investments of a speculative nature and has purchased
securities of United States publicly-owned companies in private placements in
the past and, with its representatives, has such knowledge and experience in
financial, tax and other business matters as to enable the Subscriber to utilize
the information made available by the Company to evaluate the merits and risks
of and to make an informed investment decision with respect to the proposed
purchase, which represents a speculative investment. The Subscriber has the
authority to purchase and own the Securities. The Subscriber is able to bear the
economic risk of such investment and at the present time, is able to afford a
complete loss thereof. The information set forth on the signature page hereto
regarding the Subscriber is accurate.

                           (c) Purchase of Common Stock and Warrants. The
Subscriber is purchasing the Common Stock and Warrants as principal for its own
account and not with a view to any distribution thereof (this representation and
warranty not limiting such Subscriber's right to sell the Shares and Warrant
Shares pursuant to the Registration Statement (as defined below hereof) or
otherwise in compliance with applicable federal and state securities laws).

                           (d) Compliance with 1933 Act. The Subscriber
understands and agrees that the Securities have not been registered under the
1933 Act or any applicable state securities laws, by reason of their issuance in
a transaction that does not require registration under the 1933 Act (based in
part on the accuracy of the representations and warranties of Subscriber
contained herein), and that such Securities must be held indefinitely unless a
subsequent disposition is registered under the 1933 Act or any applicable state
securities laws or is exempt from such registration.

                           (e) Subscribers Representations. The Subscriber is
not currently a holder of the issuer's securities.






                                       2
<PAGE>


                           (f) The Subscriber confirms that it understands that
it has been provided material non-public information with respect to the Company
and that if the Subscriber trades on the basis of such information or provides
such information to others such person may be subject to insider trading
liability or liability for violation of Regulation FD.

                           (g) Correctness of Representations. Each Subscriber
represents as to such Subscriber that the foregoing representations and
warranties are true and correct as of the date hereof in all material respects
and, unless a Subscriber otherwise notifies the Company prior to the Closing
Date (as hereinafter defined), shall be true and correct in all material
respects as of the Closing Date.

                  4. Company Representations and Warranties. The Company
represents and warrants to and agrees with each Subscriber that (i) the Company
is duly organized, validly existing and in good standing on the date hereof,
(ii) has full power and authority to issue the Securities, (iii) is eligible to
register the resale of its Common Stock by the Subscribers under Form S-3
promulgated under the 1933 Act, (iv) upon receipt and acceptance of
consideration from the Subscriber the Securities will be legally and validly
issued, (v) the Company's Form 10-KSB for the year ended December 31, 2004,
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended and the information contained in the Form
10-KSB fairly presents, in all material respects, the financial condition and
results of operations of the Company and does not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading and (vi) the
Company has taken all action required by its Articles of Incorporation and
Bylaws and the rules and regulations of the American Stock Exchange to approve
the offer and sale of the securities, except that it has not applied for
additional listing of such securities with the American Stock Exchange but
undertakes to do so promptly upon closing hereunder.

                  5. Regulation D Offering. The offer and issuance of the
Securities to the Subscribers is being made pursuant to the exemption from the
registration provisions of the 1933 Act afforded by Section 4(2) of the 1933 Act
and Rule 506 of Regulation D promulgated thereunder.

                  6. Registration and Listing.

                           (a) The Company covenants and agrees with the
Subscribers that on or before the 40th day after the last Closing Date, prior to
the Filing Date the Company shall prepare and file with the Commission a
Registration Statement covering the shares of common stock issuable under this
Agreement and issuable upon exercise of the Warrants (the "Registrable
Securities") for an offering to be made on a continuous basis pursuant to Rule
415. The Registration Statement shall be on Form S-3. The Company shall cause
the Registration Statement to become effective and remain effective as provided
herein. The Company shall use its best efforts to cause the Registration
Statement to be declared effective under the Securities Act as promptly as
possible after the filing thereof. The Company shall use its best efforts to
keep





                                       3
<PAGE>


the Registration Statement continuously effective under the Securities Act until
the date which is the earlier date of when (i) all Registrable Securities have
been sold or (ii) all Registrable Securities may be sold immediately without
registration under the Securities Act and without volume restrictions pursuant
to Rule 144(k), as determined by the counsel to the Company pursuant to a
written opinion letter to such effect, addressed and acceptable to the Company's
transfer agent and the affected Holders .

                           (b) Transfers. The Securities may only be disposed of
in compliance with state and federal securities laws. In connection with any
transfer of Securities other than pursuant to an effective registration
statement, to the Company, to an Affiliate of a Subscriber or in connection with
a pledge as contemplated in this Section 10, the Company may require the
transferor thereof to provide to the Company an opinion of counsel selected by
the transferor, the form and substance of which opinion shall be reasonably
satisfactory to the Company, to the effect that such transfer does not require
registration of such transferred Securities under the 1933 Act. As a condition
of transfer, any such transferee shall agree in writing to be bound by the terms
of this Agreement and shall have the rights of a Subscriber under this Agreement
and the Registration Rights Agreement.

                           (c) Shares Legend. The Subscribers agree to the
imprinting, so long as is required by this Section 7(b), of a legend on the
Shares and the Warrant Shares, in substantially the following form:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE
                  SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
                  HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE
                  SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY
                  SATISFACTORY TO COMPANY THAT SUCH REGISTRATION IS NOT
                  REQUIRED, EXCEPT THAT THESE SECURITIES MAY BE PLEDGED IN
                  CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OF THE HOLDER WITH
                  A REGISTERED BROKER-DEALER OR OTHER LOAN OF THE HOLDER WITH A
                  FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS
                  DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT."

                           (d) Warrant Legend. The Subscribers agree to the
imprinting, so long as is required by this Section 6, of a legend on the
Warrants, in substantially the following form:

                  "THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
                  EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE
                  SHARES






                                       4
<PAGE>



                  OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT
                  BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
                  ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS
                  WARRANT UNDER SAID ACT OR ANY APPLICABLE STATE SECURITIES LAW
                  OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMPANY
                  THAT SUCH REGISTRATION IS NOT REQUIRED, EXCEPT THAT THESE
                  SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
                  MARGIN ACCOUNT OF THE HOLDER WITH A REGISTERED BROKER-DEALER
                  OR OTHER LOAN OF THE HOLDER WITH A FINANCIAL INSTITUTION THAT
                  IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) UNDER
                  THE SECURITIES ACT"

                           (e) Certificates. Certificates evidencing the Shares
and Warrant Shares shall not contain any legend (including the legend set forth
in Sections 7(b) and (c)), (i) while a registration statement (including the
Registration Statement) covering the resale of such security is effective under
the 1933 Act, or (ii) following any sale of such Shares or Warrant Shares
pursuant to Rule 144, or (iii) if such Shares or Warrant Shares are eligible for
sale under Rule 144(k), or (iv) if such legend is not required under applicable
requirements of the 1933 Act (including judicial interpretations and
pronouncements issued by the Staff of the Commission). The Company shall cause
its counsel to issue a legal opinion to the Company's transfer agent promptly
after the effective date of the Registration Statement if required by the
Company's transfer agent to effect the removal of the legend hereunder as and
when any Subscriber so requests. If all or any portion of a Warrant is exercised
at a time when there is an effective registration statement to cover the resale
of the Warrant Shares, such Warrant Shares shall be issued free of all legends

                           (f) Acknowledgement. Each Subscriber severally and
not jointly agrees that the removal of the restrictive legend from certificates
representing Securities as set forth in this Section 7 is predicated upon the
Company's reliance that the Subscriber will sell any Securities pursuant to
either the registration requirements of the 1933 Act, including any applicable
prospectus delivery requirements, or an exemption therefrom.

                           (g) The Company covenants and agrees with the
Subscribers that on or before the 40th day after the last closing date it will
file an application with the American Stock Exchange to list the shares of the
Company's Common Stock underlying the Units, including the shares of Common
Stock underlying the Warrants and will use its best efforts to prosecute such
application to effectiveness


                  7. Conditions Precedent to Obligations of the Company. The
obligations of the Company are subject to the fulfillment prior to or on the
Closing Date of the following conditions any of which may be waived by the
Company in writing:




                                       5
<PAGE>


                           (a) all representations and warranties of the
Subscribers contained in this Agreement shall be true and correct in all
respects as of the Closing Date with the same effect as though such
representations and warranties had been made on or as of such date; and

                           (b) all agreements and covenants of the Subscribers
to be performed or complied with on or prior to the Closing Date have in all
material respects been so performed or complied with.

                  8. Conditions Precedent to Obligations of the Subscribers. The
obligations of the Subscribers are subject to the fulfillment prior to or on the
Closing Date of the following conditions any of which may be waived by the
Subscribers in writing:

                           (a) all representations and warranties of the Company
contained in this Agreement shall be true and correct in all respects as of the
Closing Date with the same effect as though such representations and warranties
had been made on or as of such date; and

                           (b) all obligations, agreements and covenants of the
Company to be performed or complied with on or prior to the Closing Date shall
have, in all respects been so performed or complied with.

                  9. Miscellaneous.

                           (a) Notices. All notices, demands, requests,
consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i)
personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier
service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or
facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other
communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at the address or
number designated below (if delivered on a business day during normal business
hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second business day
following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur. The addresses for such communications shall be: (i) if to the
Company, to: Milestone Scientific Inc., 230 South Orange Avenue, Livingston, NJ
07039Attention: Leonard Osser, Chairman, fax: (973) 535-2829, with a copy to:
Morse, Zelnick, Rose & Lander, LLP, 405 Park Avenue, Suite 1401, New York, New
York 10022, Attention: Stephen Zelnick, telecopier: (212) 838-9190, (ii) if to
the Subscriber[s], to: the one or more addresses and telecopier numbers
indicated on the signature pages hereto, , and (iii) if to the Placement Agent,
to: I-Bankers Securities.







                                       6
<PAGE>



                           (b) Closing. The consummation of the transactions
contemplated herein shall take place at the offices of Morse, Zelnick, Rose &
Lander, LLP, upon receipt of good funds at its escrow account ,

                           The Chase Manhattan Bank,
                           1211 Avenue of the Americas,
                           New York, New York 10036,
                           Account Name: Morse, Zelnick, Rose & Lander, LLP
                                    Attorney Trust Account
                           Account Number: 967086639
                           ABA Number: 021000021

and upon the satisfaction of all conditions to Closing set forth in this
Agreement. This offering shall be kept open no later than three business days
after this Closing Date so as to allow one or more subsequent Closings for late
subscriptions. The date of any such subsequent Closing is also referred to
herein as a "Closing Date."

                           (c) Entire Agreement; Assignment. This Agreement and
the other Transaction Documents represent the entire agreement between the
parties hereto with respect to the subject matter hereof and may be amended only
by a writing executed by the Company and each Subscriber. Neither the Company
nor the Subscribers have relied on any representations not contained or referred
to in this Agreement and the documents delivered herewith. No right or
obligation of the Company shall be assigned without prior notice to and the
written consent of the Subscribers. Any Subscriber may assign any or all of its
rights hereunder to any person in connection with a transfer of any Security to
such person, provided such transferee agrees in writing to be bound, with
respect to the transferred Securities, by the provisions hereof that apply to
the Subscribers.

                           (d) Counterparts/Execution. This Agreement may be
executed in any number of counterparts and by the different signatories hereto
on separate counterparts, each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute but one and the same
instrument. This Agreement may be executed by facsimile signature and delivered
by facsimile transmission.

                           (e) Law Governing this Agreement. This Agreement
shall be governed by and construed in accordance with the laws of the State of
New York without regard to principles of conflicts of laws. Any action brought
by either party against the other concerning the transactions contemplated by
this Agreement shall be brought only in the state courts of New York or in the
federal courts located in the state of New York. THE PARTIES AND THE INDIVIDUALS
EXECUTING THIS AGREEMENT AND OTHER AGREEMENTS REFERRED TO HEREIN OR DELIVERED IN
CONNECTION HEREWITH ON BEHALF OF THE COMPANY AGREE TO SUBMIT TO THE JURISDICTION
OF SUCH COURTS AND WAIVE TRIAL BY JURY. The prevailing party shall be entitled
to recover from the other party its reasonable attorney's fees and costs. In the
event that any provision of this Agreement or any other agreement delivered in
connection herewith is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such
statute or rule





                                       7
<PAGE>


of law. Any such provision which may prove invalid or unenforceable under any
law shall not affect the validity or enforceability of any other provision of
any agreement.

                           (f) Independent Nature of Subscribers' Obligations
and Rights. The obligations of each Subscriber hereunder are several and not
joint with the obligations of any other Subscriber hereunder, and no such
Subscriber shall be responsible in any way for the performance of the
obligations of any other hereunder.

                           (g) Equitable Adjustment. The Securities and the
purchase prices of Securities being purchased hereunder shall be equitably
adjusted to offset the effect of stock splits, stock dividends, and
distributions of property or equity interests of the Company to its shareholders
occurring between the date of this Agreement and the Closing Date.





                      [THIS SPACE INTENTIONALLY LEFT BLANK]






















                                       8
<PAGE>


                    SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT


         Please acknowledge your acceptance of the foregoing Subscription
Agreement by signing and returning a copy to the undersigned whereupon it shall
become a binding agreement between us.
Dated: March _____, 2005
                                                                             The
                                                                         Company

                                               MILESTONE SCIENTIFIC INC
                                               a Delaware corporation



                                               By:
                                                  ------------------------------
                                                   Name:
                                                   Title:


                                                                Subscriber
Dated: March _______ 2005
                                               ---------------------------------
                                                                 Name


                                               by:
                                                  ------------------------------
Print



SUBSCRIBER'S NAME AND                 PURCHASE
ADDRESS                               PRICE






<PAGE>



                                    EXHIBIT A



         Form of Warrant]

         [














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<TYPE>EX-4.3
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<DESCRIPTION>FORM OF WARRANT
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THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT
OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED, EXCEPT THAT
THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OF
THE HOLDER WITH A REGISTERED BROKER-DEALER OR OTHER LOAN OF THE HOLDER WITH A
FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT


               VOID AFTER 5 P.M. PACIFIC TIME ON FEBRUARY 16, 2009

                        WARRANTS TO PURCHASE COMMON STOCK


No. MSW-D-                                                          [ ] Warrants


                            Milestone Scientific Inc.



THIS CERTIFIES THAT:

                                     [name]

or registered assigns, is the registered holder of the number of Warrants
("Warrants") set forth above. Each Warrant, unless and until redeemed by the
Company as provided in the Warrant Agreement, hereinafter more fully described
(the "Warrant Agreement") entitles the holder thereof to purchase from Milestone
Scientific Inc., a corporation incorporated under the laws of the State of
Delaware (the "Company"), subject to the terms and conditions set forth
hereinafter and in the Warrant Agreement, at any time before the close of
business on February 16, 2009 ("Expiration Date"), one fully paid and
non-assessable share of Common Stock, par value $0.001 per share, of the Company
("Common Stock") upon presentation and surrender of this Warrant Certificate,
with the instructions for the registration and delivery of Common Stock filled
in, at the offices of the Company, 230 South Orange Avenue, Livingston, New
Jersey 07039, and upon payment of the Exercise Price (as defined in the Warrant
Agreement) and any applicable taxes paid either in cash, or by certified or
official bank check, payable in lawful money of the United States of America to
the order of the Company. Each Warrant initially entitles the holder to purchase
one share of Common Stock for $4.89. The number and kind of securities or other
property for which the Warrants are exercisable are subject to adjustment in
certain events, such




<PAGE>


as mergers, splits, stock dividends, splits and the like, to prevent dilution.
The Company may redeem any or all outstanding and unexercised warrants by giving
not less than 30 days prior notice at any time after the closing price of the
Common Stock on the principal exchange on which it is traded has equaled or
exceeded $6.52 per share for any five consecutive trading days; provided that
the shares of Common Stock underlying the Warrants are saleable pursuant to an
effective registration statement under the Securities Act of 1933 at all times
from the commencement of the five trading day period through the date of
redemption. The Redemption Price is $0.25 per Warrant (subject to adjustment in
the event of a stock split, dividend or the like). All Warrants not theretofore
exercised will expire on the Expiration Date.

         This Warrant, although not issued pursuant to the Warrant Agreement,
is, nevertheless, subject to all of the terms, provisions and conditions of the
Warrant Agreement, dated as of February 17, 2004, between the Company and the
Warrant Agent, to all of which terms, provisions and conditions the registered
holder of this Warrant Certificate consents by acceptance hereof. The Warrant
Agreement is incorporated herein by reference and made a part hereof and
reference is made to the Warrant Agreement for a full description of the rights,
limitations of rights, obligations, duties and immunities of the Warrant Agent,
the Company and the holders of the Warrant Certificates. Copies of the Warrant
Agreement are available upon written request addressed to the Company at
Milestone Scientific Inc., 220 South Orange Ave., Livingston, New Jersey 07039,
Attention: Chairman.

         The Company shall not be required upon the exercise of the Warrants
evidenced by this Warrant Certificate to issue fractions of Warrants, Common
Stock or other securities, but shall make adjustment therefor in cash on the
basis of the current market value of any fractional interest as provided in the
Warrant Agreement.

         In certain cases, the sale of securities by the Company upon exercise
of Warrants may violate the securities laws of the United States, certain states
thereof or other jurisdictions. The Company has agreed to use all commercially
reasonable efforts to cause a registration statement to continue to be effective
during the term of the Warrants with respect to such sales under the Securities
Act of 1933, and to take such action under the laws of various states as may be
required to cause the sale of securities upon exercise to be lawful. However,
the Company will not be required to honor the exercise of Warrants if, in the
opinion of the Board of Directors, upon advice of counsel, the sale of
securities upon such exercise would be unlawful. In certain cases, the Company
may, but is not required to, purchase Warrants submitted for exercise for a cash
price equal to the difference between the market price of the securities
obtainable upon such exercise and the exercise price of such Warrants.

         This Warrant Certificate, with or without other Certificates, upon
surrender to the Warrant Agent, any successor warrant agent or, in the absence
of any successor warrant agent, at the corporate offices of the Company, may be
exchanged for another Warrant Certificate or Certificates evidencing in the
aggregate the same number of Warrants as the Warrant Certificate or Certificates
so surrendered. If the Warrants evidenced by this Warrant Certificate shall be
exercised in part, the holder hereof shall be entitled to receive upon surrender
hereof another Warrant Certificate or Certificates evidencing the number of
Warrants not so exercised.





<PAGE>


         No holder of this Warrant Certificate, as such, shall be entitled to
vote, receive dividends or be deemed the holder of Common Stock or any other
securities of the Company which may at any time be issuable on the exercise
hereof for any purpose whatsoever, nor shall anything contained in the Warrant
Agreement or herein be construed to confer upon the holder of this Warrant
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof or give or withhold consent to any corporate
action (whether upon any matter submitted to stockholders at any meeting
thereof, or give or withhold consent to any merger, recapitalization, issuance
of stock, reclassification of stock, change of par value or change of stock to
no par value, consolidation, conveyance or otherwise) or to receive notice of
meetings or other actions affecting stockholders (except as provided in the
Warrant Agreement) or to receive dividends or subscription rights or otherwise
until the Warrants evidenced by this Warrant Certificate shall have been
exercised and the Common Stock purchasable upon the exercise thereof shall have
become deliverable as provided in the Warrant Agreement.

         If this Warrant Certificate shall be surrendered for exercise within
any period during which the transfer books for the Company's Common Stock or
other class of stock purchasable upon the exercise of the Warrants evidenced by
this Warrant Certificate are closed for any purpose, the Company shall not be
required to make delivery of certificates for shares purchasable upon such
transfer until the date of the reopening of said transfer books.

         Every holder of this Warrant Certificate by accepting the same consents
and agrees with the Company, the Warrant Agent, and with every other holder of a
Warrant Certificate that:

         (a) this Warrant Certificate is transferable on the registry books of
the Warrant Agent only upon the terms and conditions set forth in the Warrant
Agreement, and

         (b) the Company and the Warrant Agent may deem and treat the person in
whose name this Warrant Certificate is registered as the absolute owner hereof
(notwithstanding any notation of ownership or other writing thereon made by
anyone other than the Company or the Warrant Agent) for all purposes whatsoever
and neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary. The Company shall not be required to issue or deliver any
certificate for shares of Common Stock or other securities upon the exercise of
Warrants evidenced by this Warrant Certificate until any tax which may be
payable in respect thereof by the holder of this Warrant Certificate pursuant to
the Warrant Agreement shall have been paid, such tax being payable by the holder
of this Warrant Certificate at the time of surrender.

         This Warrant Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Warrant Agent.



      (Remainder of page intentionally left blank; signature page follows)





<PAGE>



         WITNESS the facsimile signatures of the proper officers of the Company
and its corporate seal.

Dated: _______________

                                          MILESTONE SCIENTIFIC INC.


                                          By:
                                             -----------------------------------
                                               Name: Leonard Osser
                                               Title: Chairman and Chief
                                                      Executive Officer



                                          Attest:
                                                 -------------------------------
                                                    Assistant Secretary












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<TYPE>EX-4.5
<SEQUENCE>4
<FILENAME>file004.htm
<DESCRIPTION>HOCHMAN OPTION AGREEMENT
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                            MILESTONE SCIENTIFIC INC.

                             STOCK OPTION AGREEMENT

                                                         Dated: December 6, 2004

         Milestone Scientific Inc. a Delaware corporation (the "COMPANY"),
grants to Mark Hochman (the "Optionee"), a stock option to purchase a total of
16,666 shares of the Company's Common Stock, par value $.001 per share, at the
price of $1.77 per share on the terms and conditions set forth herein.


         1.       DURATION.

                  This option shall expire five (5) years from the date hereof
(the "TERMINATION DATE").

         2.       CHARACTERIZATION OF OPTIONS.

                  Intentionally omitted

         3.       ANTI-DILUTION PROVISIONS.

                  (a) If there is any stock dividend, stock split, or
combination of shares of Common Stock of the Company, the number and amount of
shares then subject to this option shall be proportionately and appropriately
adjusted; no change shall be made in the aggregate purchase price to be paid for
all shares subject to this option, but the aggregate purchase price shall be
allocated among all shares subject to this option after giving effect to the
adjustment.

                  (b) If there is any other change in the Common Stock of the
Company, including recapitalization, reorganization, sale or exchange of assets,
exchange of shares, offering of subscription rights, or a merger or
consolidation in which the Company is the surviving corporation, an adjustment,
if any, shall be made in the shares then subject to this option as the Board of
Directors may deem equitable. Failure of the Board of Directors to provide for
an adjustment pursuant to this subparagraph prior to the effective date of any
Company action referred to herein shall be conclusive evidence that no
adjustment is required in consequence of such action.



<PAGE>


                  (c) If the Company is merged into or consolidated with any
other corporation, or if it sells all or substantially all of its assets to any
other corporation, then either (i) the Company shall cause provisions to be made
for the continuance of this option after such event, or for the substitution for
this option of an option covering the number and class of securities which the
Optionee would have been entitled to receive in such merger or consolidation by
virtue of such sale if the Optionee had been the holder of record of a number of
shares of Common Stock of the Company equal to the number of shares covered by
the unexercised portion of this option, or (ii) the Company shall give to the
Optionee written notice of its election not to cause such provision to be made
and this option shall become exercisable in full (or, at the election of the
Optionee, in part) at any time during a period of 20 days, to be designated by
the Company, ending not more than 10 days prior to the effective date of the
merger, consolidation or sale, in which case this option shall not be
exercisable to any extent after the expiration of such 20-day period. In no
event, however, shall this option be exercisable after the Termination Date.

         4.       INVESTMENT REPRESENTATION; LEGEND ON CERTIFICATES; SPECIAL
                  RESTRICTION ON RESALE.

                  The Optionee agrees that until such time as a registration
statement under the Securities Act of 1933 becomes effective with respect to the
option and/or the stock, the Optionee is taking this option and will take the
stock underlying this option, for his own account, for investment and not with a
view to the resale or distribution thereof. The Company shall have the right to
place upon the face of any stock certificate or certificates evidencing shares
issuable upon the exercise of this option such legend as the Board of Directors
may prescribe for the purpose of preventing disposition of such shares in
violation of the Securities Act of 1933, as now or hereafter provided.




                                       2


<PAGE>



         5.       NON-TRANSFERABILITY.

                  This option shall not be transferable by the Optionee other
than by will or by the laws of descent or distribution, and is exercisable
during the lifetime of the Optionee only by the Optionee.


         6.       CERTAIN RIGHTS NOT CONFERRED BY OPTION.

                  The Optionee shall not, by virtue of holding this option, be
entitled to any rights of a stockholder in the Company.


         7.       EXPENSES.

                  The Company shall pay all original issue and transfer taxes
with respect to the issuance and transfer of shares of Common Stock of the
Company pursuant hereto and all other fees and expenses necessarily incurred by
the Company in connection therewith.


         8.       EXERCISE OF OPTIONS.

                  (a) This option shall become exercisable in accordance with
its terms, as follows:

                  5,556   upon grant;

                  5,555   additional shares commencing one year after the date
                          of grant; and

                  5,555   additional shares commencing on the second anniversary
                          of the date of grant.

                  (b) An option shall be exercisable by written notice of such
exercise, in the form prescribed by the Board of Directors, to the Secretary or
Treasurer of the Company at its principal office. The notice shall specify the
number of shares for which the option is being exercised (which number, if less
than all of the shares then subject to exercise, shall be 50 or a multiple
thereof) and shall be accompanied by payment (i) in cash or by check in the
amount of the full exercise price of such options, or (ii) in such other manner
as the Board shall deem acceptable. No shares shall be delivered upon exercise
of any option until all laws, rules and regulations which the Board of Directors
may deem applicable have been complied with.



                                       3

<PAGE>


                  (c) The person exercising an option shall not be considered a
record holder of the stock so purchased for any purpose until the date on which
he is actually recorded as the holder of such stock in the records of the
Company.

                  (d) In the event of death of the Optionee:

                      (i) during the term hereof, the option may be exercised,
at any time within twelve (12) months following the date of death, by the
Optionee's estate or by a person who acquired the right to exercise this option
by bequest or inheritance, but only to the extent of the right that would have
accrued had the Optionee continued living one (1) month after the date of death.
Notwithstanding the provisions of this Section (d), in no event shall this
option be exercisable after the Termination Date.

         9.    Nothing herein shall be deemed to create any employment
agreement or guaranty of continued employment or limit in any way the Company's
right to terminate Optionee's employment arrangement at any time.


                            MILESTONE SCIENTIFIC INC.

                            By: /s/ Leonard Osser
                                --------------------------------
                                Leonard A. Osser, Chairman & CEO



Accepted as of the date
first set forth above.


Optionee:    /s/ Mark Hochman
          -------------------------






                                       4





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<TYPE>EX-4.7
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<DESCRIPTION>OPTION AGREEMENT ISSUED TO MARINA CO.
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<PAGE>


                            MILESTONE SCIENTIFIC INC.

                             STOCK OPTION AGREEMENT

                                                             Dated: May   , 2005

         Milestone Scientific Inc. a Delaware corporation (the "COMPANY"),
grants to Marina Co. (the "OPTIONEE"), a stock option to purchase a total of
66,667 shares of the Company's Common Stock, par value $.001 per share, at $4.37
per share on the terms and conditions set forth herein.

         1.       DURATION.

                  This option shall expire five (5) years from the date hereof
(the "TERMINATION DATE").

         2.       CHARACTERIZATION OF OPTIONS.

         Intentionally omitted.

         3.       ANTI-DILUTION PROVISIONS.

                  (a) If there is any stock dividend, stock split, or
combination of shares of Common Stock of the Company, the number and amount of
shares then subject to this option shall be proportionately and appropriately
adjusted; no change shall be made in the aggregate purchase price to be paid for
all shares subject to this option, but the aggregate purchase price shall be
allocated among all shares subject to this option after giving effect to the
adjustment.

                  (b) If there is any other change in the Common Stock of the
Company, including recapitalization, reorganization, sale or exchange of assets,
exchange of shares, offering of subscription rights, or a merger or
consolidation in which the Company is the surviving corporation, an adjustment,
if any, shall be made in the shares then subject to this option as the Board of
Directors may deem equitable. Failure of the Board of Directors to provide for
an adjustment pursuant to this subparagraph prior to the effective date of any
Company action referred to herein shall be conclusive evidence that no
adjustment is required in consequence of such action.

                  (c) If the Company is merged into or consolidated with any
other corporation, or if it sells all or substantially all of its assets to any
other corporation, then either (i) the Company shall cause provisions to be made
for the continuance of this option after such event, or




<PAGE>


for the substitution for this option of an option covering the number and class
of securities which the Optionee would have been entitled to receive in such
merger or consolidation by virtue of such sale if the Optionee had been the
holder of record of a number of shares of Common Stock of the Company equal to
the number of shares covered by the unexercised portion of this option, or (ii)
the Company shall give to the Optionee written notice of its election not to
cause such provision to be made and this option shall become exercisable in full
(or, at the election of the Optionee, in part) at any time during a period of 20
days, to be designated by the Company, ending not more than 10 days prior to the
effective date of the merger, consolidation or sale, in which case this option
shall not be exercisable to any extent after the expiration of such 20-day
period. In no event, however, shall this option be exercisable after the
Termination Date.

         4.       INVESTMENT REPRESENTATION; LEGEND ON CERTIFICATES; SPECIAL
                  RESTRICTION ON RESALE.

                  The Optionee agrees that until such time as a registration
statement under the Securities Act of 1933 becomes effective with respect to the
option and/or the stock, the Optionee is taking this option and will take the
stock underlying this option, for his own account, for investment and not with a
view to the resale or distribution thereof. The Company shall have the right to
place upon the face of any stock certificate or certificates evidencing shares
issuable upon the exercise of this option such legend as the Board of Directors
may prescribe for the purpose of preventing disposition of such shares in
violation of the Securities Act of 1933, as now or hereafter provided.


         5.       NON-TRANSFERABILITY.

                  This option shall not be transferable by the Optionee other
than by will or by the laws of descent or distribution, and is exercisable
during the lifetime of the Optionee only by the Optionee.


         6.       CERTAIN RIGHTS NOT CONFERRED BY OPTION.

                  The Optionee shall not, by virtue of holding this option, be
entitled to any rights of a stockholder in the Company.



                                       2

<PAGE>


         7.       EXPENSES.

                  The Company shall pay all original issue and transfer taxes
with respect to the issuance and transfer of shares of Common Stock of the
Company pursuant hereto and all other fees and expenses necessarily incurred by
the Company in connection therewith.

         8.       EXERCISE OF OPTIONS.

                  (a) This option shall be exercisable in accordance with its
terms as of the date of grant.

                  (b) An option shall be exercisable by written notice of such
exercise, in the form prescribed by the Board of Directors, to the Secretary or
Treasurer of the Company at its principal office. The notice shall specify the
number of shares for which the option is being exercised (which number, if less
than all of the shares then subject to exercise, shall be 50 or a multiple
thereof) and shall be accompanied by payment (i) in cash or by check in the
amount of the full exercise price of such options, or (ii) in such other manner
as the Board shall deem acceptable. No shares shall be delivered upon exercise
of any option until all laws, rules and regulations, which the Board of
Directors may deem applicable, have been complied with.

                  (c) The person exercising an option shall not be considered a
record holder of the stock so purchased for any purpose until the date on which
he is actually recorded as the holder of such stock in the records of the
Company.
                  (d) In the event of death of the Optionee during the term
hereof, the option may be exercised, at any time within twelve (12) months
following the date of death, by the Optionee's estate or by a person who
acquired the right to exercise this option by bequest or inheritance, but only
to the extent of the right that would have accrued had the Optionee continued
living one (1) month after the date of death. Notwithstanding the provisions of
this Section (d), in no event shall this option be exercisable after the
Termination Date.





                                       3

<PAGE>



         9. Nothing herein shall be deemed to create any employment agreement
between the Optionee and the Company.

                                   MILESTONE SCIENTIFIC INC.

                                   By:
                                       -----------------------------------------
                                       Leonard A. Osser, Chairman & CEO


Accepted as of the date
first set forth above.


OPTIONEE:


MARINA CO.



By:
    ----------------------------














                                       4






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<SEQUENCE>6
<FILENAME>file006.htm
<DESCRIPTION>MZRL OPINION
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                                   EXHIBIT 5.1

                          MORSE, ZELNICK, ROSE & LANDER
                         A LIMITED LIABILITY PARTNERSHIP

                                 405 PARK AVENUE
                          NEW YORK, NEW YORK 10022-4405
                                  212 838 1177
                                FAX 212 838 9190

                                   May 6, 2005

Milestone Scientific, Inc.
220 South Orange Avenue
Livingston, NJ  07039

                           Re: Registration Statement on Form S-3
                           --------------------------------------

Ladies and Gentlemen:

         We have acted as counsel to Milestone Scientific, Inc., a Delaware
corporation ("Milestone"), in connection with the preparation of a registration
statement on Form S-3 (the "registration statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), to register the sale by selling stockholders of (a) up to 1,632,737
shares of the Company's common stock, par value $.001 per share (the "Common
Stock"), including 417,140 shares of Common Stock issuable upon exercise of
outstanding options and warrants; and (b) 30,675 warrants to purchase one share
of Common Stock (the "Warrants").

         In this regard, we have reviewed the Company's Articles of
Incorporation, as amended, resolutions adopted by the Company's Board of
Directors, the Registration Statement, the exhibits to the Registration
Statement and such other records, documents, statutes and decisions, as we have
deemed relevant in rendering this opinion. Based upon the foregoing, we are of
the opinion that (i) each share of Common Stock included in the Registration
Statement has been duly and validly authorized for issuance and is now, or when
issued upon exercise of or pursuant to the terms of the instruments that it
underlies will be, legally issued, fully paid and non-assessable under Delaware
law; (ii) the Warrants are validly issued and constitute a legally valid and
binding obligation of the Company.

         We and our affiliates are the holders of the following securities:
219,813 shares of Common Stock; options, currently exercisable, to purchase an
aggregate of 264,008 shares of Common Stock; and 110,675 warrants, including the
30,675 Warrants.

         We hereby consent to the use of this opinion as Exhibit 5.1 to the
registration statement and to the reference to our Firm in the related
prospectus under the heading "Legal Matters.". In giving this opinion, we do not
hereby admit that we are acting within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the SEC
thereunder.

                                        Very truly yours,

                                        /s/ Morse, Zelnick, Rose & Lander, LLP
                                        ----------------------------------------
                                        Morse, Zelnick, Rose & Lander, LLP










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<TYPE>EX-23.1
<SEQUENCE>7
<FILENAME>file007.htm
<DESCRIPTION>CONSENT OF EISNER LLP
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<PAGE>



EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in the Registration Statement on
Form S-3 of our report dated February 22, 2005, except as to Note R, the date of
which is March 31, 2005, on our audit of the consolidated financial statements
of Milestone Scientific, Inc. and subsidiaries as of December 31, 2004 and for
the year then ended, which report appears in the 2004 annual report on Form
10-KSB of Milestone Scientific, Inc. We also consent to the reference to our
firm under the heading "Experts" in the prospectus.



/s/ Eisner LLP

New York, New York
May 5, 2005




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<TYPE>EX-23.2
<SEQUENCE>8
<FILENAME>file008.htm
<DESCRIPTION>CONSENT OF J.H. COHN LLP
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<PAGE>



                                                                    Exhibit 23.2


            Consent of Independent Registered Public Accounting Firm
            --------------------------------------------------------


We consent to the incorporation by reference in the Registration Statement on
Form S-3 of Milestone Scientific, Inc. and Subsidiaries of our report, dated
March 26, 2004, on our audit of the consolidated financial statements of
Milestone Scientific, Inc. and Subsidiaries as of and for the year ended
December 31, 2003, which report is included in the Annual Report on Form 10-KSB
of Milestone Scientific, Inc. and Subsidiaries for the year ended December 31,
2004. We also consent to the reference to our Firm under the caption "Experts."



                                                         /s/ J.H. Cohn LLP


Roseland, New Jersey
May 5, 2005



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</DOCUMENT>
</SEC-DOCUMENT>
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