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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001169232-05-000072.txt : 20050106
<SEC-HEADER>0001169232-05-000072.hdr.sgml : 20050106
<ACCEPTANCE-DATETIME>20050105201800
ACCESSION NUMBER:		0001169232-05-000072
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050104
ITEM INFORMATION:		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050106
DATE AS OF CHANGE:		20050105

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14053
		FILM NUMBER:		05514321

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d61801_8-k.txt
<DESCRIPTION>FORM 8-K
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) January 4, 2005

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

            Delaware                 0-26284                  13-3545623
(State or other jurisdiction of    (Commission      (IRS Employer Identification
         incorporation)            File Number)                   No.)

220 South Orange Avenue, Livingston Corporate Park, Livingston, New Jersey 07034
               (Address of principal executive office) (Zip Code)

        Registrant's telephone number, including area code (973) 535-2717

                                       N/A
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 3.01: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
           Standard; Transfer of Listing

On January 5, 2005, Milestone Scientific Inc. ("Milestone") issued a press
release disclosing that on January 4, 2005 Milestone had received notice from
the American Stock Exchange ("AMEX") that it is not in compliance with AMEX's
continued listing standards related to shareholders' equity and losses as
specified in Section 1003(a)(iii) of the AMEX Company Guide, which requires
Milestone to have shareholder equity of $6,000,000. At September 30, 2004
Milestone's reported shareholder equity was $5,008,448. Milestone plans to
submit to AMEX, by January 14, 2005, a plan advising AMEX of action it will take
to bring it into compliance with the continued listing standards. A copy of the
press release is attached as Exhibit 99.1.

Item 9.01: Financial Statements and Exhibits

            (c)   Exhibits:

                  99.1  Press Release dated January 5, 2005

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned, hereunto duly authorized.

                                        MILESTONE SCIENTIFIC INC.


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

Dated: January 5, 2005

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>d61801_ex99-1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

FOR IMMEDIATE RELEASE

CONTACT

Stuart Wildhorn, President
Milestone Scientific Inc
(973) 535-2717; (973) 535-2829 (Fax)
Web site: www.milesci.com

              MILESTONE SCIENTIFIC INC. TO SUBMIT CONTINUED LISTING
                   COMPLIANCE PLAN TO AMERICAN STOCK EXCHANGE

LIVINGSTON, New Jersey, January 5, 2004 -- Milestone Scientific Inc. (AMEX: MS),
today announced that it has been notified by the American Stock Exchange that
the Company is not in compliance with the $6 million minimum shareholders'
equity requirement for continued listing on the Exchange. In its quarterly
report on Form 10-Q for the period ended September 30, 2004, the Company
reported shareholders' equity of approximately $5 million. The American Stock
Exchange has requested that the Company provide information as to how it intends
to regain and sustain compliance with this requirement, and the Company is
cooperating with that request.

Milestone will submit a plan to the Exchange by January 14, 2005, detailing the
Company's ability to improve shareholders' equity, generate earnings and regain
compliance with the Exchange's continued listing standards. If the plan is
accepted, Milestone will remain listed on the American Stock Exchange, subject
to periodic review by the Exchange to determine whether it is progressing
consistent with the plan.

About Milestone Scientific Inc.

Milestone Scientific is the developer, manufacturer and marketer of CompuMed(R)
and CompuDent(R) computer controlled local anesthetic delivery systems for
medical and dental applications. These systems are comprised of a microprocessor
controlled drive unit and single patient use disposable handpieces. The Company
recently announced its entry into the consumer tooth whitening market via the
licensing of its proprietary CoolBlue system to a third party mass-marketing
organization. Milestone has also developed and patented its CompuFlo(TM)
technology, which advances the delivery and removal of a wide array of fluids
from the human body by providing real time displays of pressures, fluid
densities and flow rates. In 2002, Milestone Scientific received United States
patent protection on a safety engineered sharps technology that allows for fully
automated true single-handed activation with needle anti-deflection and
force-reduction capability. In 2003, Milestone received FDA Clearance to market
SafetyWand(R), which incorporates engineered sharps injury protection features
to aid in the prevention of accidental needlesticks.

<PAGE>

The Company is headquartered in Livingston, New Jersey, and its common stock
trades on the American Stock Exchange under the symbol "MS". For additional
information, please visit the Company's website at www.milesci.com.

This press release contains forward-looking statements regarding Milestone's
ability to implement its business plan, expected revenues and future success.
These statements involve a number of risks and uncertainties and are based on
assumptions involving judgments with respect to future economic, competitive and
market conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond Milestone's
control. Some of the important factors that could cause actual results to differ
materially from those indicated by the forward-looking statements are general
economic conditions, failure to achieve expected revenue growth, changes in our
operating expenses, adverse patent rulings, FDA or legal developments,
competitive pressures, changes in customer and market requirements and
standards, and the risk factors detailed from time to time in Milestone's
periodic filings with the Securities and Exchange Commission, including without
limitation, Milestone's Annual Report on Form 10-KSB for the year ended December
31, 2003. The forward looking-statements in this press release are based upon
management's reasonable belief as of the date hereof. Milestone undertakes no
obligation to revise or update publicly any forward-looking statements for any
reason.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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