SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

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


          Date of Report (date of earliest event reported): January 1996

                             BIOPHARMACEUTICS, INC.
             (Exact name of Registrant as specified in its Charter)

DELAWARE                            1-9370                    13-3186327
(State or other               (Commission File Number)      (I.R.S Employer
jurisdiction of                                               I.D. Number)
incorporation)

        990 Station Road
       Bellport, New York                                   11713
(Address of principal executive offices)                  (Zip Code)


        Registrant's telephone number, including area code: (516)286-5800

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


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ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

          On  January 4, 1996 the Company signed  a Letter of Intent to purchase
three  branded  consumer product lines of London International US Holdings, Inc.
for the sum of $3,600,000.  The  purchase includes  all trade names, trademarks,
patents  and  all  saleable  finished  goods inventory related  to  the Feminine
Hygiene  Business.  Each of the product lines has  been  marketed  in the United
States for the past ten years.

          The  Company is  presently  arranging  for financing  to  complete the
acquisition  by  March 1996.  The  agreement  in  principle is also subject to a
formal agreement to be executed by the parties.


ITEM 6.    RESIGNATION OF REGISTRANT'S DIRECTOR

           Dr. Alfred  Stracher  resigned   from  the  Board  of  Directors  of
Biopharmaceutics, Inc. as of December 4, 1995.



                                  EXHIBIT INDEX

                           Current Report on Form 8-K

                                       of
                             Biopharmaceutics, Inc.

                        Date of Report: January 18, 1996


Exhibits:

  28.10    Letter of Intent dated January 4, 1996

  28.11    Letter of Resignation dated December 4, 1995


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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
 the Registrant has duly caused this report to be signed on its behalf by the
 undersigned hereunto duly authorized.


                                       BIOPHARMACEUTICS, INC.
                                      (Registrant)

                                       By:    /s/  Edward Fine
                                              Edward Fine
                                              ---------------------
                                              President, Chief Executive Officer
                                              (Signature)

Dated:  January 18, 1996

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