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<SEC-DOCUMENT>0001169232-05-002782.txt : 20050517
<SEC-HEADER>0001169232-05-002782.hdr.sgml : 20050517
<ACCEPTANCE-DATETIME>20050517160816
ACCESSION NUMBER:		0001169232-05-002782
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20050331
FILED AS OF DATE:		20050517
DATE AS OF CHANGE:		20050517

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:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14053
		FILM NUMBER:		05838892

	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>10QSB
<SEQUENCE>1
<FILENAME>d63930_10-qsb.txt
<DESCRIPTION>QUARTERLY REPORT
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

Mark One

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

For the Quarterly Period Ended March 31, 2005

                                       OR

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

For the transition period from _________ to _________

Commission File Number 001-14053

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

Delaware                                                              13-3545623
State or other jurisdiction                                     (I.R.S. Employer
or organization)                                             Identification No.)

              220 South Orange Avenue, Livingston, New Jersey 07039
               (Address of principal executive office) (Zip Code)

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

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

Yes |X| No |_|

As of May 13, 2005, the  Registrant  had a total of 10,928,850  shares of Common
Stock, $.001 par value, outstanding.


<PAGE>

                           FORWARD LOOKING STATEMENTS

When used in this  Quarterly  Report on Form 10-QSB,  the words  "may",  "will",
"should", "expect", "believe", "anticipate",  "continue", "estimate", "project",
"intend"  and similar  expressions  are  intended  to  identify  forward-looking
statements  within the meaning of Section 27A of the  Securities Act and Section
21E of the Exchange Act regarding  events,  conditions and financial trends that
may affect Milestone's future plans of operations, business strategy, results of
operations  and  financial  condition.  Milestone  wishes  to  ensure  that such
statements are accompanied by meaningful  cautionary  statements pursuant to the
safe harbor established in the Private Securities Litigation Reform Act of 1995.
Prospective investors are cautioned that any forward-looking  statements are not
guarantees of future  performance and are subject to risks and uncertainties and
that  actual  results  may  differ  materially  from those  included  within the
forward-looking  statements as a result of various factors. Such forward-looking
statements  should,  therefore,  be  considered  in light of  various  important
factors, including those set forth herein and others set forth from time to time
in Milestone's reports and registration statements filed with the Securities and
Exchange  Commission  (the  "Commission").  Milestone  disclaims  any  intent or
obligation to update such forward-looking statements.


                                       2

<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>
                                                                                    PAGE
                                                                                    ----
<S>                                                                                   <C>
PART I.    FINANCIAL INFORMATION

           ITEM 1.   Condensed Consolidated Financial Statements (unaudited)

                     Condensed Consolidated Balance Sheets
                        March 31, 2005 (Unaudited) and December 31, 2004               4

                     Condensed Consolidated Statements of Operations
                        Three Months Ended March 31, 2005 and 2004 (Unaudited)         5

                     Condensed Consolidated Statement of Changes in Stockholders'
                        Equity (Deficiency) Three Months Ended March 31, 2005          6

                     Condensed Consolidated Statements of Cash Flows
                        Three Months Ended March 31, 2005 and 2004 (Unaudited)         7

                     Notes to Condensed Consolidated Financial Statements              9

           ITEM 2.   Management's Discussion and Analysis or Plan of Operation        12

           ITEM 3.   Controls and Procedures                                          17

PART II.   OTHER INFORMATION

           ITEM 2.   Unregistered Sales of Equity Securities and Use of Proceeds      18

           ITEM 5.   Other Information                                                18

           ITEM 6.   Exhibits                                                         18

SIGNATURES                                                                            20

CERTIFICATIONS                                                                        21
</TABLE>


                                       3

<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                   March 31,    December 31,
                                                                                     2005          2004*
                                                                                 (Unaudited)
                                                                                 ------------   ------------
<S>                                                                              <C>            <C>
                                     ASSETS
Current Assets:
   Cash and cash equivalents                                                     $  3,895,902   $  3,041,306
   Accounts receivable, net of allowance for doubtful accounts of $28,305
      in 2005 and $24,903 in 2004                                                     522,989        421,339
   Stock subscriptions receivable                                                   1,133,041
   Inventories                                                                        935,607        936,221
   Advances to contract manufacturer                                                   62,034         62,034
   Prepaid expenses                                                                   107,239        104,562
                                                                                 ------------   ------------
      Total current assets                                                          6,656,812      4,565,462
Investment in distributor, at cost                                                     69,956         69,956
Equipment, net                                                                        588,937        612,263
Patents, net                                                                          313,711        101,242
Other assets                                                                           18,839         20,408
                                                                                 ------------   ------------
         Total assets                                                            $  7,648,255   $  5,369,331
                                                                                 ============   ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts payable                                                              $    495,831   $    474,075
   Accrued expenses                                                                   352,593        224,549
                                                                                 ------------   ------------
      Total current liabilities                                                       848,424        698,624
Deferred compensation payable to officer                                              187,500        150,000
                                                                                 ------------   ------------
      Total liabilities                                                             1,035,924        848,624
                                                                                 ------------   ------------
Stockholders' Equity
   Preferred stock, par value $.001; authorized 5,000,000 shares 8% Cumulative
      convertible preferred stock, par value $.001; authorized, issued and
      outstanding, 25,365 shares                                                           25             25
   Common stock, par value $.001; authorized 50,000,000 shares; 10,961,598
      shares issued and 10,928,265 shares outstanding in 2005, and 9,824,287
      shares issued and 9,790,954 shares outstanding in 2004                           10,962          9,824
   Additional paid-in capital                                                      55,588,342     52,618,913
   Accumulated deficit                                                            (48,075,482)   (47,196,539)
   Treasury stock, at cost, 33,333 shares                                            (911,516)      (911,516)
                                                                                 ------------   ------------
      Total stockholders' equity                                                    6,612,331      4,520,707
                                                                                 ------------   ------------
         Total liabilities and stockholders' equity                              $  7,648,255   $  5,369,331
                                                                                 ============   ============
</TABLE>

See Notes to Condensed Consolidated Financial Statements

*    Derived from the audited financial statements as of December 31, 2004


                                       4

<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       March 31, 2005   March 31, 2004
                                                                       --------------   --------------
<S>                                                                      <C>              <C>
Net sales                                                                $1,457,903       $1,094,223
Cost of sales                                                               714,706          546,300
                                                                         ----------       ----------
Gross profit                                                                743,197          547,923

Selling, general and administrative expenses                              1,601,693          984,868
Research and development expenses                                            31,545           41,211
                                                                         ----------       ----------
                                                                          1,633,238        1,026,079
                                                                         ----------       ----------
Loss from operations                                                       (890,041)        (478,156)
Other income (expense)
   Interest income                                                           11,098           12,134
   Interest expense                                                              --          (52,771)
                                                                         ----------       ----------
   Other income (expense), net                                               11,098          (40,637)
                                                                         ----------       ----------
Net loss                                                                   (878,943)        (518,793)
Dividends applicable to preferred stock                                        (507)              --
                                                                         ----------       ----------
Net loss applicable to common stockholders                               $ (879,450)      $ (518,793)
                                                                         ==========       ==========
Loss per share applicable to common stockholders - basic and diluted     $    (0.09)      $    (0.07)
                                                                         ==========       ==========
Weighted average shares outstanding - basic
   and diluted                                                            9,882,041        7,566,255
                                                                         ==========       ==========
</TABLE>

See Notes to Condensed Consolidated Financial Statements


                                       5

<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'
                               EQUITY (DEFICIENCY)
                        THREE MONTHS ENDED MARCH 31, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                     Preferred Stock      Common Stock        Additional
                                    ----------------  ---------------------    Paid-in    Accumulated   Treasury
                                     Shares  Amount     Shares      Amount     Capital       Deficit      Stock       Total
                                     ------  ------   ----------  ---------  -----------  ------------  ---------  ----------
<S>                                  <C>       <C>    <C>          <C>       <C>          <C>           <C>        <C>
Balance, January 1, 2005             25,365    $25     9,824,287   $ 9,824   $52,618,913  $(47,196,539) $(911,516) $4,520,707
Common stock issued for payment of
   patent rights acquired                                 43,424        44        69,956                               70,000
Common stock issued for payment of
   vendor services                                        38,730        39        99,961                              100,000
Common stock issued for payment of
   consulting services                                    28,691        29        36,971                               37,000
Common stock issued for payment of
    employee compensation                                 16,026        16        33,317                               33,333
Proceeds from equity financing, net                     1,010,440     1,010     2,729,224                            2,730,234
Net loss                                                                                      (878,943)              (878,943)
                                     ------    ---    ----------   -------   -----------  ------------  ---------  ----------
Balance, March 31, 2005              25,365    $25    10,961,598   $10,962   $55,588,342  $(48,075,482) $(911,516) $6,612,331
                                     ======    ===    ==========   =======   ===========  ============  =========  ==========
</TABLE>

See Notes to Condensed Consolidated Financial Statements


                                        6

<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 2005          2004
                                                                              ----------   -----------
<S>                                                                           <C>          <C>
Cash flows from operating activities:
Net loss                                                                      $ (878,943)  $  (518,793)
Adjustments to reconcile net loss to net cash used in operating activities:
   Depreciation expense                                                           24,876         9,192
   Amortization of debt discount and deferred financing costs                         --        36,660
   Amortization of patents                                                         2,531
   Stock issued for compensation and consulting services                         170,333            --
   Bad debt expense                                                                3,402
   Changes in operating assets and liabilities:
      (Increase) in accounts receivable                                         (105,052)      (94,172)
      Decrease (increase) in inventories                                             614        (4,006)
      (Increase) in advances to contract manufacturer                                 --       (18,186)
      (Increase) decrease in prepaid expenses                                     (2,677)       40,704
      Decrease in other assets                                                     1,569         1,568
      Increase (decrease) in accounts payable                                     21,756      (578,544)
      (Decrease) in accrued interest                                                  --       (81,215)
      (Decrease) increase in accrued expenses                                    (56,956)       28,556
      Increase (decrease) in deferred compensation                                37,500      (218,500)
                                                                              ----------   -----------
         Net cash used in operating activities                                  (781,047)   (1,396,736)
                                                                              ----------   -----------

Cash flows from investing activities:
   Payment for capital expenditures                                               (1,550)      (93,189)
                                                                              ----------   -----------
         Net cash used in investing activities                                    (1,550)      (93,189)
                                                                              ----------   -----------

Cash flows from financing activities:
   Proceeds from equity financing, net                                         1,637,193     7,820,104
                                                                              ----------   -----------
      Net cash provided by financing activities                                1,637,193     7,820,104
                                                                              ----------   -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                        854,596     6,330,179
Cash and cash equivalents at beginning of period                               3,041,306         3,277
                                                                              ----------   -----------
Cash and cash equivalents at end of period                                    $3,895,902   $ 6,333,456
                                                                              ==========   ===========

Supplemental disclosure of cash flow information:
   Cash paid during the year for interest                                     $       --   $    97,326
                                                                              ==========   ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements


                                       7

<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (Unaudited)

Supplemental schedule of noncash investing and financing activities:

     On January 27, 2005 we issued  43,424 shares valued at $70,000 and recorded
a $145,000  liability  payable to our outside  director  of clinical  affairs in
satisfaction of a technology agreement to provide Milestone with patent rights.

     On February 11, 2005 we issued  3,084 shares  valued at $7,000 to ValueRich
Inc. in  satisfaction  of an  agreement  to provide  Milestone  with  exhibition
facilities.

     On March 8, 2005 we issued 7,408 shares  valued at $20,000 (of which $1,667
was expensed in the three  months  ended March 31,  2005) to Dynamic  Decisions,
S.r.l. in satisfaction of consulting  services to be provided under contract for
a 12 month period  ending in March,  2006. We also issued 1,852 shares valued at
$5,000 to  Investment  Connections  in  satisfaction  of  professional  services
rendered.

     On March 8,  2005 we  issued  9,965  shares  valued at $ 23,333 to a former
employee as part of a severance agreement.

     On March 22, 2005 we issued 8,811 shares to a consultant  for  professional
business  development services valued at $20,000 to be provided over the next 18
months (of which $3,333 was expensed in the three months ended March 31,  2005).
We also issued  6,061  shares  valued at $10,000 to an  employee  for payment of
bonus.

     On March  23,  2005 we  issued  38,730  shares to  Design  Center  Inc,  in
satisfaction  of $100,000 of payables owed in connection  with  warehousing  and
fulfillment services rendered.

     On March 31, 2005 we issued 7,536 shares to a consultant  for  professional
services rendered during March valued at $20,000.

In March 2005,  Milestone  entered into binding  Subscription  Agreements  for a
$2,999,996  private  placement of 101,044 units. Each unit consists of 10 shares
of common stock and two  warrants.  At March 31, 2005,  Milestone  had remaining
subscriptions  receivable of  $1,133,041.  Proceeds from the private  placements
were  recorded  net of a 7% Placement  Agent Fee of $209,978 and other  offering
expenses totaling $59,784 of which $40,000 was accrued at March 31, 2005.

In February  2004,  Milestone  issued 335,614 units in  consideration  for notes
payable and accrued  interest due to an officer and a shareholder of $1,604,204,
accounts  payable  due  to  outside  legal  counsel  of  $200,000  and  deferred
compensation  to an  officer of  $384,000.  Each unit  consisted  of 2 shares of
Milestone's common stock (671,228 shares of common stock) and a warrant.

As part of its payment for services in connection  with the February 2004 public
offering,  Milestone  issued to its outside  general  counsel  5-year options to
purchase  160,000  common shares of at an exercise  price of $3.26 per share and
warrants  to purchase  80,000  common  shares of stock at an  exercise  price of
$4.89.


                                       8

<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1 - Summary of accounting policies:

     The  unaudited  condensed  consolidated  financial  statements of Milestone
     Scientific  Inc. and  Subsidiaries  (the  "Company")  have been prepared in
     accordance  with  accounting  principles  generally  accepted in the United
     States of America for interim financial information.  Accordingly,  they do
     not include all of the  information  and  footnotes  required by accounting
     principles  generally accepted in the United States of America for complete
     financial statements.

     These unaudited condensed  consolidated financial statements should be read
     in conjunction with the consolidated financial statements and notes thereto
     for the year ended December 31, 2004 included in Milestone's  Annual Report
     on Form 10-KSB.  The accounting  policies used in preparing these unaudited
     condensed consolidated financial statements are the same as those described
     in the December 31, 2004 consolidated financial statements.

     In  the  opinion  of  Milestone,   the  accompanying   unaudited  condensed
     consolidated  financial  statements contain all adjustments  (consisting of
     normal recurring entries) necessary to present fairly Milestone's financial
     position  as of March 31, 2005 and the  results of its  operations  for the
     three months ended March 31, 2005 and 2004.

     The  results  reported  for the three  months  ended March 31, 2005 are not
     necessarily  indicative of the results of operations  which may be expected
     for a full year.

Note 2 - Private Placement:

     On April 4, 2005  Milestone  completed a  $2,999,996  private  placement of
     101,044 Units to accredited investors.  Each Unit consisted of 10 shares of
     Common Stock and two Warrants. Each Warrant entitles the holder to purchase
     a share of Common Stock at $4.89 per share through the close of business on
     February 16, 2009. I-Bankers Securities,  Inc. acted as Placement Agent for
     Milestone in this  transaction  and received a fee of $ 209,978 and 101,044
     Warrants  identical in terms to those issued to the  investors.  The Units,
     which are restricted  securities and bear a restrictive legend, are subject
     to  stop  transfer   restrictions.   Total  proceeds  to  Milestone   after
     commissions and other expenses were $2,730,234 net of commissions and fees.

     Net proceeds from the offering will be used to fund Milestone's  operations
     including ongoing sales and marketing programs,  along with the development
     and bringing to market of new products.

Note 3 - Public Offering:

     On February 17, 2004,  Milestone  completed a $9.4 million Public  Offering
     (proceeds of $7.6 million after underwriters'  discount,  underwriters' non
     accountable  expense  allowance and other  expenses).  The Public  Offering
     consisted of the sale of 1,440,000 units at a price of $6.52 per unit. Each
     unit  consisted of two shares of common stock  (2,880,000  shares of common
     stock) and one warrant.  The warrants included in the units are exercisable
     at any time after they  became  separately  tradable  on March 19, 2004 and
     until their  expiration on February 20, 2009,  five years after the date of
     the closing of the Public  Offering,  at an  exercise  price equal to $4.89
     (150% of the closing  market  price of our common stock on the pricing date
     of the  Offering).  Some or all of the  warrants may be redeemed by us at a
     price of $0.25 per  warrant,  by giving not less than 30 days notice to the
     holders of the warrants,  which  Milestone may do at any time,  beginning 6
     months after the effective  date of the Offering and once the closing price
     for Milestone's  common stock on the principal  exchange on which it trades
     (AMEX) has equaled or exceeded 200% of the price of


                                       9

<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

     Milestone's common stock on the effective date of the Offering for any five
     consecutive  trading days.  The common stock  included in the units and the
     warrants  traded only as a unit until March 18, 2004, 30 days following the
     closing date of the Public Offering.

     A portion of the net proceeds of  approximately  $7.6 million of the Public
     Offering  were  used  to pay  down  promissory  notes,  credit  facilities,
     interest and deferred compensation. The remainder of the approximately $7.6
     million net proceeds will be used primarily to expand and support sales and
     marketing  efforts  for  CompuDent  in the  United  States,  including  the
     development  of a domestic  sales  force.  New  marketing  and  advertising
     campaigns  will  support the launch of the  recently  announced  SafetyWand
     product line,  expand  international  sales efforts and develop  commercial
     models of products using other new subcutaneous injection technology.

     Upon the  closing of the Public  Offering  (February  23,  2004)  Milestone
     satisfied  $2,341,000 of  obligations  due to  Milestone's  CEO and a major
     investor  as  required  by an October  2003  agreement.  These  obligations
     consisted of promissory notes, accrued interest and deferred  compensation.
     Milestone  satisfied these obligations by issuing to the major investor and
     Milestone's CEO 304,939 units including 609,878 shares of common stock at a
     price of $6.52 per unit and  approximately  $353,000  in cash.  These units
     were issued with the same terms and price as those in the Public Offering.

     In February 2004,  Milestone  issued to its outside  general counsel 30,675
     units at a price of $6.52 per unit for  payment  of  accounts  payable  for
     legal fees of $200,000.  Furthermore as part of its payment for services in
     connection with the February 2004 public offering,  Milestone issued to its
     outside general counsel 5-year options to purchase 160,000 shares of Common
     Stock at an  exercise  price of $3.26 per share and  warrants  to  purchase
     80,000 shares of Common Stock at an exercise price of $4.89.

     In May of 2004  Milestone  awarded to Dr.  Mark  Hochman,  its  Director of
     Clinical  Affairs,  a one-time  bonus of  $200,000  in  recognition  of his
     contributions to the February 2004 public offering.

Note 4 - Stock Subscriptions Receivable:

     Stock subscriptions  receivable  represents the unpaid balance by March 31,
     2005 of the stock  subscriptions  executed in March that were not funded at
     the end of the quarter. The full balance was received on April 4, 2005.

Note 5 - Inventories:

     Inventories  principally  consist of  finished  goods and  component  parts
     stated at the lower of cost (first-in, first-out method) or market.

Note 6 - Basic and diluted net loss per common share:

     Milestone  presents  "basic"  earnings  (loss)  per common  share  and,  if
     applicable,  "diluted" earnings per common share pursuant to the provisions
     of Statement of  Financial  Accounting  Standards  No. 128,  "Earnings  per
     Share" ("SFAS 128").  Basic earnings (loss) per common shares is calculated
     by dividing net income or loss  applicable  to common stock by the weighted
     average  number  of common  shares  outstanding  during  each  period.  The
     calculation  of diluted  earnings  per  common  share is similar to that of
     basic earnings per common share,  except that the  denominator is increased
     to include  the number of  additional  common  shares  that would have been
     outstanding  if all  potentially  dilutive  common  shares,  such as  those
     issuable upon the exercise of stock options,  warrants,  and the conversion
     of notes payable were issued during the period.  Milestone has not included
     the common  shares  issuable  upon  conversion  of the  outstanding  25,365
     preferred  shares in the weighted  average number of shares  outstanding in
     the


                                       10

<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

     computation  of basic loss per share  because  their effect would have been
     anti-dilutive.  This treatment is in accordance with the "two class" method
     of computing earnings (loss) per share set forth in SFAS 128.

     Since  Milestone  had net losses for the three  months ended March 31, 2005
     and 2004,  the assumed  effects of the exercise of 3,595,475  and 1,309,920
     outstanding stock options and warrants, and the conversion of notes payable
     and preferred  stock into common stock at March 31, 2005 and 2004, were not
     included as their effect would have been anti-dilutive.

Note 7 - Significant Customer:

     Milestone had one foreign  customer who accounted for  approximately  21.9%
     and 20.9% of its net sales for the three  months  ended  March 31, 2005 and
     2004, respectively.  At March 31, 2005, receivables from this customer were
     approximately 73.3% of Milestone's total accounts receivable.

Note 8 - Employee Stock Option Plan

      As of March 31, 2005, there were 317,116 outstanding options granted under
      the Milestone 1997 Stock Option Plan and no option grants were made out of
      the Milestone 2004 Stock Option Plan. Milestone accounts for these plans
      under the recognition and measurement principles of APB Opinion No. 25,
      Accounting for Stock Issued to Employees, and related Interpretations. No
      stock-based employee compensation cost is reflected in net loss, as all
      options granted under these plans had an exercise price equal to the
      market value of the underlying common stock on the dates of grant. The
      following table illustrates net loss and loss per share if Milestone had
      applied the fair value recognition provisions of FASB Statement No. 123,
      Accounting for Stock-Based Compensation, to stock-based employee
      compensation.

<TABLE>
<CAPTION>
                                                          Three Months Ended March 31,
                                                          ----------------------------
                                                               2005         2004
                                                            -----------   ---------
<S>                                                         <C>           <C>
Net loss applicable to common stockholders, as reported     $  (879,450)  $(518,793)
Deduct total stock-based employee compensation
   expenses determined under the fair value
   based method for all awards                                  201,172       5,531
                                                            -----------   ---------
Net loss applicable to common stockholders, pro forma       $(1,080,622)  $(524,324)
                                                            ===========   =========

Loss per share applicable to common stock holders:

Basic and diluted

   As reported                                              $     (0.09)  $   (0.07)
                                                            ===========   =========
   Pro forma                                                $     (0.11)  $   (0.07)
                                                            ===========   =========
</TABLE>

The fair  value of each  option  granted is  estimated  on the date of the grant
using the Black-Scholes option pricing model with the following assumptions used
for the grants in the  quarters  ended  March 31,  2005 and 2004,  respectively:
dividend  yield of 0%;  expected  volatility  of  119.42 % and 135 %;  risk free
interest rate of 3.87 % and 2.5 %; and expected lives of 5 years.

During the three months ended March,  31, 2005,  Milestone  issued  80,000 stock
options at an exercise price of $3.27.


                                       11

<PAGE>

ITEM 2. Management's Discussion and Analysis or Plan of Operation.

OVERVIEW

      You should read the following  discussions of our financial  condition and
results of operations in conjunction with the financial statements and the notes
to those statements  included elsewhere in this Form 10-QSB. This discussion may
contain  forward-looking  statements that involve risks and  uncertainties.  Our
actual  results  may  differ   materially   from  those   anticipated  in  these
forward-looking  statements  as a result of certain  factors,  such as those set
forth in our Form 10-KSB for the year ended December 31, 2004.

     Milestone has succeeded in improving its liquidity by acquiring the capital
necessary  to grow our  business  and  seize  the  market  opportunity  that our
proprietary  products  have  created.  During 2004 and  continuing  in the first
quarter of 2005,  we have grown our revenue base both with our existing  product
line and the introduction of new products.

     Most  of  our  revenues  continue  to be  generated  through  sales  of our
CompuDent  system  and The Wand  disposable  handpiece  used with  that  system.
Revenues have been earned domestically and internationally through sales in more
than 25  countries.  While we are growing  our  revenues  throughout  the world,
domestic  CompuDent and handpiece  sales have provided a growing  portion of our
revenues  relative to  international  sales.  This is an important  metric as it
validates the investment made in our domestic sales distribution. Also, we enjoy
significantly  higher  margins on domestic  sales compared to the lower per unit
revenues we receive from our wholesale based international distribution network.
We anticipate  that this growing base of new customers  will generate  increased
future sales of our disposable handpiece products. We believe that our ownership
of the SafetyWand technology in the light of OSHA regulations issued pursuant to
recent federal and state  government  legislation  mandating needle stick safety
standards  positions  us to become a leading  provider  for  dentists  and other
health care  professionals in the  administration  of local  anesthesia  thereby
providing  further  revenue  growth  opportunities.  In mid  to  late  March  we
launched,  through widely broadcast  infomercials,  our consumer tooth whitening
product.  The  consumer  tooth  whitening  market is one of the fastest  growing
dental market places.  Our consumer tooth whitening product and the professional
tooth  whitening  product  which we expect to  launch  within  the next 90 days,
complement  our existing  product  line.  We believe  they  provide  significant
additional revenue opportunities. Revenues for the first quarter did not reflect
sales of our consumer  tooth  whitening  product since we are still building our
productive  capacity and have not yet begun  shipping  product to meet  expected
demand. We are also  aggressively  pursuing entrance into the medical arena with
our  epidural  product.  During the first  quarter we have  invested in business
development  efforts to further our  progress in the  medical  equipment  market
space.

     Selling,  general and administrative expenses for the first quarter sharply
increased,  reflecting the continued planned  enhancement of our domestic dental
sales  capability and increased  marketing and  promotional  efforts,  including
trade show appearances,  for our dental products. The increase also reflects our
continuing efforts to complete  development of, and find marketing partners for,
medical devices using our advanced  technology,  particularly  our  Compuflo(TM)
epidural injection device.

     The  following  table shows a breakdown of our revenues,  domestically  and
internationally,  by product  category,  and the  percentage of total revenue by
each product category:


                                       12

<PAGE>

                                               Three Months Ended March 31,
                                       ----------------------------------------
                                               2005                 2004 (1)
                                       ------------------    ------------------
DOMESTIC
   CompuDent                           $  327,688    32.5%   $  133,620    18.1%
   Handpieces                             664,391    65.8%      549,169    74.2%
   Other                                   17,096     1.7%       56,689     7.7%
                                       ----------   -----    ----------   -----
Total Domestic                         $1,009,175   100.0%   $  739,478   100.0%
                                       ----------   -----    ----------   -----

INTERNATIONAL
   CompuDent                           $  173,067    38.6%   $  164,340    46.3%
   Handpieces                             268,581    59.8%      176,310    49.7%
   Other                                    7,080     1.6%       14,095     4.0%
                                       ----------   -----    ----------   -----
Total International                    $  448,728   100.0%   $  354,745   100.0%
                                       ----------   -----    ----------   -----

DOMESTIC/INTERNATIONAL ANALYSIS
   Domestic                            $1,009,175    69.2%   $  739,478    67.6%
   International                          448,728    30.8%      354,745    32.4%
                                       ----------   -----    ----------   -----
Totals                                 $1,457,903   100.0%   $1,094,223   100.0%
                                       ==========   =====    ==========   =====

(1)  - Note: A portion ($85,560) of sales of CompuDent units previously reported
     for the three  months  ended  March 31,  2004 have been  reclassified  from
     domestic to international


                                       13

<PAGE>

Summary of Significant Accounting Policies

     Our  discussion  and  analysis of our  financial  condition  and results of
     operations are based upon our consolidated financial statements, which have
     been prepared in accordance with accounting  principles  generally accepted
     in the United  States of America.  The  preparation  of these  consolidated
     financial  statements  requires us to make  estimates  and  judgments  that
     affect the reported amounts of assets, liabilities,  revenues and expenses,
     and related disclosure of contingent assets and liabilities. On an on-going
     basis,  we evaluate  our  estimates,  including  those  related to accounts
     receivable,  inventories,  stock based compensation and  contingencies.  We
     base  our  estimates  on  historical   experience   and  on  various  other
     assumptions that are believed to be reasonable under the circumstances, the
     results  of which form the basis for making  judgments  about the  carrying
     values of assets and liabilities  that are not readily  apparent from other
     sources.  Actual results may differ from those  estimates  under  different
     assumptions or conditions.

Inventory

     Inventories  principally  consist of  finished  goods and  component  parts
     stated at the lower of cost (first-in, first-out method) or market.

Impairment of Long-Lived Assets

     We review  long-lived  assets for  impairment  whenever  circumstances  and
     situations  change  such  that  there is an  indication  that the  carrying
     amounts may not be recovered.

Revenue Recognition

     Revenue  is  recognized  when  title  passes  at the time of  shipment  and
     collectibility  based on a sales  arrangement  and the agreed upon price is
     reasonably assured.

Results of Operations

     The consolidated results of operations for the three months ended March 31,
2005  reflect  growth of our user base and the initial  additional  expenditures
necessary to further expand our customer base both domestically and abroad.  The
net  loss  for the  three  months  ended  March  31,  2005,  represents  a 69.6%
additional loss from the same period in 2004.

The  following  table  sets  forth  for  the  periods  presented,  statement  of
operations data as a percentage of revenues.  The trends suggested by this table
may not be indicative of future operating results.

<TABLE>
<CAPTION>
                                                      Three Months Ended March 31,
                                               ----------------------------------------
                                                       2005                 2004
                                               ------------------    ------------------
<S>                                            <C>          <C>      <C>          <C>
Net sales                                      $1,457,903   100.0%   $1,094,223   100.0%
Cost of Sales                                     714,706    49.0%      546,300    49.9%
Gross Profit                                      743,197    51.0%      547,923    50.1%
Selling, general and administration expenses    1,601,693   109.9%      984,868    90.0%
Research & development                             31,545     2.2%       41,211     3.8%
Loss from operations                             (890,041)  -61.1%     (478,156)  -43.7%
</TABLE>


                                       14

<PAGE>

Three Months ended March 31, 2005 compared to three months ended March 31, 2004

     Net  sales  for the  three  months  ended  March  31,  2005 and  2004  were
$1,457,903  and  $1,094,223,  respectively.  The  $363,680 or 33.2%  increase is
primarily  related to a 145.2% or $194,068  increase  in  domestic  CompuDent(R)
sales  combined  with a 5.3%  or  $8,727  increase  in  international  sales  of
CompuDent  units.  This  increase  shows  the  effect of our  investment  in our
domestic  sales  force and  marketing  initiatives  while  maintaining  a strong
presence  internationally.  Worldwide hand piece sales  increased by $207,493 or
28.6%.  This growth is generated from our expanding  base of CompuDent  units in
service and  represents a continuing  revenue stream since orders for disposable
hand pieces are renewed on a monthly basis.

     Cost of sales  for the three  months  ended  March  31,  2005 and 2004 were
$714,706  and  $546,300,  respectively.  The $168,406  increase is  attributable
primarily  to the  additional  cost  of  goods  sold  for  the  higher  revenues
previously discussed.

     For the three  months  ended March 31,  2005,  Milestone  generated a gross
profit of $743,197  or 51.0% as compared to a gross  profit of $547,923 or 50.1%
for the three months ended March 31,  2004.  Improvement  in gross profit due to
higher  domestic  sales in 2005  was in part  offset  by  discounts  related  to
promotional programs during the quarter.

     Selling,  general and  administrative  expenses  for the three months ended
March 31, 2005 and 2004 were $1,601,693 and $984,868, respectively. The $616,825
or 62.6% increase is attributable  primarily to Milestone's  continued execution
of its strategy to develop our domestic sales force and  distribution  capacity.
Sales  headcount  increased  from  1  manager,  3  sales  representatives  and 8
independent  contractors at March 31, 2004 to 3 sales managers,  22 inside sales
representatives  and 8 independent  contractors at March 31, 2005.  Accordingly,
hiring and related employee expenses  including sales  commissions  increased by
$382,294 or 114.7%.  Selling,  marketing  and  advertising  expenses  including,
related  travel and  tradeshows,  increased by $100,824 or 222.6%.  Professional
services and  consulting  expense  increased by $46,978 or 50.7%,  related to an
investor  relations  contract  commenced in the second quarter 2004 and business
development  services during the first quarter 2005 relating to the marketing of
our medical  product line.  These increases  reflect both increased  spending in
2005 and the effects of cash constraints  Milestone  operated under prior to the
February 2004 Public Offering.

     Research and development expenses for the three months ended March 31, 2005
and 2004 were $31,545 and $41,211, respectively. These costs are associated with
the  development of Milestone's  SafetyWand(TM),  CoolBlue(TM)  Tooth  Whitening
System and CompuFlo(TM) products.

     The loss from operations for the three months ended March 31, 2005 and 2004
was  $890,041 and  $478,156,  respectively.  The $411,885  increase in loss from
operations is the result of planned  increases in operating  expenses  explained
above.

      Interest  income of $11,098 was earned in the three months ended March 31,
2005 compared to $12,134 earned for the same period of the prior year.

     There was no  interest  expense for the three  months  ended March 31, 2005
compared to interest  expense of $52,771  for the three  months  ended March 31,
2004. The difference is  attributable to the  extinguishment  of debt related to
the February 2004 equity placement.

     The net loss for the three  months  ended  March 31,  2005 was  $878,943 as
compared  to a net loss of  $518,793  for the year  ended  March 31,  2004.  The
$360,150 increase in net loss is explained above.


                                       15

<PAGE>

Liquidity and Capital Resources

          As  shown  in  the  accompanying   condensed   consolidated  financial
statements, Milestone incurred net losses of approximately $879,000 and $519,000
and negative cash flows from operating activities of approximately  $781,000 and
$1,397,000 during the three months ended March 31, 2005 and 2004,  respectively.
Milestone  improved its liquidity  position with the private  placement of Units
completed in April,  2005, as discussed  below.  However,  although at March 31,
2005 our total  stockholders'  equity was $6.61 million,  we need a net worth of
$6,000,000  at June 30,  2005 to remain in  compliance  with  continued  listing
requirements of the American Stock Exchange.  We continue to seek new sources of
equity  funding,  but can  give no  assurance  that we will be able to find  new
sources of funding on  acceptable  terms.  The  issuance  of  additional  equity
securities may impair the value of our stock. Further, if we fail to satisfy the
American  Stock  Exchange's  listing  requirements  with respect to  stockholder
equity, we could be delisted from the Exchange after June 30, 2005 or earlier if
we fail to make progress  consistent with the plan of recovery that we submitted
to the Exchange.  Any delisting would, in turn, make it more difficult for us to
raise  capital in the public  markets.  As of May 10, 2005,  the American  Stock
Exchange has  informed us that it has placed us on a "watch list" for  companies
that fail to reach listing  standards of $6 million of stockholder's  equity for
two consecutive quarters.

Private Placement

     On April 4, 2005  Milestone  completed a  $2,999,996  private  placement of
101,044  Units to  accredited  investors.  Each Unit  consisted  of 10 shares of
Common Stock and two  Warrants.  Each Warrant  entitles the holder to purchase a
share of Common  Stock at $4.89  per share  through  the  close of  business  on
February 16,  2009.  I-Bankers  Securities,  Inc.  acted as Placement  Agent for
Milestone  in this  transaction  and  received  a fee of $ 209,978  and  101,044
Warrants  identical in terms to those issued to the investors.  The Units, which
are  restricted  securities and bear a restrictive  legend,  are subject to stop
transfer  restrictions.  Total proceeds to Milestone after commissions and other
expenses were $2,730,734.

Cash flow results

     As of March 31, 2005, Milestone had cash and cash equivalents of $3,895,902
and working capital of $5,808,388.

     For the three  months ended March 31,  2005,  Milestone's  net cash used in
operating activities was $781,047. This was attributable primarily to a net loss
of  $878,943  adjusted  for  noncash  items of  $201,142  (of which  $24,876 was
depreciation  expense and $170,333 was stock and options issued for compensation
and  consulting);  a $105,052  increase  in accounts  receivable;  a net $35,200
decrease in accounts  payable and accrued  expenses;  and a $37,500  increase in
deferred compensation.

     For the  three  months  ended  March 31,  2005,  Milestone  used  $1,550 in
investing activities for capital expenditures.

     For the three months ended March 31, 2005,  Milestone generated  $1,637,193
from financing activities.

     Management   believes  that  it  has  sufficient   resources  to  meet  its
obligations over the next twelve months.


                                       16

<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

     a)   Evaluation  of  Disclosure   Controls  and   Procedures.   Milestone's
          management,  with the participation of the chief executive officer and
          the  chief  financial  officer,  carried  out  an  evaluation  of  the
          effectiveness of Milestone's  "disclosure controls and procedures" (as
          defined in the Securities  Exchange Act, Rule 13a-15(e) and 15d-15(e).
          Based upon that  evaluation,  the Chief  Executive  Officer  and Chief
          Financial Officer concluded that Milestone's  disclosure  controls and
          procedures were  effective,  as of the date of their  evaluation,  for
          purposes of recording,  processing,  summarizing and timely  reporting
          material  information  required to be  disclosed  in reports  filed by
          Milestone under the Securities Exchange Act of 1934.

     b)   Changes in Internal  Control over Financial  Reporting.  There were no
          changes  in  our  internal  controls  over  financial  reporting  that
          occurred during the period covered by this report that have materially
          affected,  or are reasonably likely to materially affect,  Milestone's
          internal control over fiscal reporting.


                                       17

<PAGE>

                                     PART II

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

     On  January  27,  2005 we issued  43,424  shares  valued at  $70,000 to our
outside director of clinical  affairs in satisfaction of a technology  agreement
to provide Milestone with patent rights.

     On February 11, 2005 we issued 3,084 valued at $7,000 to ValueRich  Inc. in
satisfaction of an agreement to provide Milestone with exhibition facilities.

     On March 8, 2005 we  issued  7,408  shares  valued at  $20,000  to  Dynamic
Decisions,  S.r.l. in  satisfaction of consulting  services to be provided under
contract  for a 12 month  period  ending in March,  2006.  We also issued  1,852
shares  valued  at  $5,000  to  Investment   Connections  in   satisfaction   of
professional services rendered.

     On March 8,  2005 we  issued  9,965  shares  valued at $ 23,333 to a former
employee as part of a severance agreement.

     On March 22, 2005 we issued 8,811 shares to a consultant  for  professional
business  development services valued at $20,000 to be provided over the next 18
months. We also issued 6,061 shares valued at $10,000 to an employee for payment
of bonus.

     On March  23,  2005 we  issued  38,730  shares to  Design  Center  Inc,  in
satisfaction  of $100,000 of payables  owed in  connection  to  warehousing  and
fulfillment services rendered.

     On March 31, 2005 we issued 7,536 shares to a consultant  for  professional
services rendered during March valued at $20,000.

     On April 4, 2005 we completed a private placement of $2,999,996 of Units to
accredited investors. The offering, which was previously reported in Milestone's
annual report of Form 10-KSB filed with the Securities  and Exchange  Commission
on April 4, 2005, is described in Note 2 to the financial  statements above, and
that information is incorporated here by reference.

ITEM 5. OTHER INFORMATION

     On March 14, 2005  Milestone  announced  the March 12th launch of new Ionic
White enhanced technology tooth whitening system.

      On March 21, 2005 Milestone announced the receipt of its initial order for
500,000 units of its Ionic White tooth whitening system.

ITEM 6. EXHIBITS

     The following exhibits are filed herewith:

     4.1  Form of  Subscription  Agreement  used in connection  with the private
          placement of Units, March 2005.

     4.2  Form of warrant  issued in  connection  with the private  placement of
          Units, March 2005.


                                       18

<PAGE>

     31.1 Chief Executive Officer  Certification  pursuant to section 302 of the
          Sarbanes-Oxley Act of 2002.

     31.2 Chief Financial Officer  Certification  pursuant to section 302 of the
          Sarbanes-Oxley Act of 2002.

     32.1 Chief Executive Officer  Certification  pursuant to section 906 of the
          Sarbanes-Oxley Act of 2002.

     32.2 Chief Financial Officer  Certification  pursuant to section 906 of the
          Sarbanes-Oxley Act of 2002.


                                       19

<PAGE>

                                   SIGNATURES

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

                                        MILESTONE SCIENTIFIC INC.
                                        -------------------------
                                                Registrant


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


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

Dated: May 17, 2005


                                       20
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>d63930_ex4-1.txt
<DESCRIPTION>SUBSCRIPTION AGREEMENT
<TEXT>

                                                                     Exhibit 4.1

                             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]
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>d63930_ex4-2.txt
<DESCRIPTION>WARRANTS TO PURCHASE COMMON STOCK
<TEXT>
                                                                     Exhibit 4.2

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 RULE501(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.

      No holder of this Warrant Certificate, as such, shall be entitled to vote,
receive dividends


<PAGE>

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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>4
<FILENAME>d63930_ex31-1.txt
<DESCRIPTION>CERTIFICATION
<TEXT>
                                                                    Exhibit 31.1

                                  CERTIFICATION

I, Leonard Osser, certify that:

     1.   I have reviewed this quarterly report on Form 10-QSB of Milestone
          Scientific, Inc. ("the registrant").

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report;

     4.   The registrant's other certifying officer and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the
          registrant and have:

          a)   Designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, is made known to
               us by others, particularly during the period in which this
               quarterly report is being prepared;

          b)   Evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   Presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date:

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent functions):

          a)   All significant deficiencies and material weaknesses in the
               design or operation of internal controls which are reasonably
               likely to adversely affect the registrant's ability to record,
               process, summarize and report financial information; and

          b)   Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

     6.   The registrant's other certifying officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.

Date: May 17, 2005


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


                                       21
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>5
<FILENAME>d63930_ex31-2.txt
<DESCRIPTION>CERTIFICATION
<TEXT>
                                                                    Exhibit 31.2

                                  CERTIFICATION

I, Kevin T. Lusardi, certify that:

     1.   I have  reviewed  this  quarterly  report on Form 10-QSB of  Milestone
          Scientific, Inc. ("the registrant").

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:

          a.   Designed such  disclosure  controls and procedures to ensure that
               material information relating to the registrant, is made known to
               us by  others,  particularly  during  the  period  in which  this
               quarterly report is being prepared;

          b.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c.   Presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date:

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation  of internal  controls  which are  reasonably
               likely to adversely  affect the  registrant's  ability to record,
               process, summarize and report financial information; and

          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

Date: May 17, 2005


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


                                       22
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>6
<FILENAME>d63930_ex32-1.txt
<DESCRIPTION>CERTIFICATION PURSUANT
<TEXT>
                                  Exhibit 32.1
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  Report of Milestone  Scientific,  Inc. on Form
10-QSB for the three months  ending March 31, 2005 as filed with the  Securities
and Exchange  Commission on the date hereof (the  "Report"),  I, Leonard  Osser,
Chief Executive Officer of Milestone, certify pursuant to 18 U.S.C. ss. 1350, as
adopted  pursuant to ss. 906 of the  Sarbanes-Oxley  Act of 2002,  that: (1) The
Report fully  complies  with the  requirements  of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and (2) The information contained in the Report
fairly presents, in all material respects, the financial condition and result of
operations of Milestone.


                       /s/ Leonard Osser
                       -------------------------------
                       Leonard Osser
                       Chief Executive Officer
                       May 17, 2005


                                       23

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>7
<FILENAME>d63930_ex32-2.txt
<DESCRIPTION>CERTIFICATION PURSUANT
<TEXT>
                                  Exhibit 32.2
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  Report of Milestone  Scientific,  Inc. on Form
10-QSB for the three months  ending March 31, 2005 as filed with the  Securities
and Exchange Commission on the date hereof (the "Report"),  I, Kevin T. Lusardi,
Chief Financial Officer of Milestone, certify pursuant to 18 U.S.C. ss. 1350, as
adopted  pursuant to ss. 906 of the  Sarbanes-Oxley  Act of 2002,  that: (1) The
Report fully  complies  with the  requirements  of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and (2) The information contained in the Report
fairly presents, in all material respects, the financial condition and result of
operations of Milestone.


                                    /s/ Kevin T. Lusardi
                                    --------------------------
                                    Kevin T. Lusardi
                                    Chief Financial Officer
                                    May 17, 2005


                                       24
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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