S-3

   As filed with the Securities and Exchange Commission on September 3, 2004
                                                  Registration no. 333-_________


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

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

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

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


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

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

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

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

                                   -----------

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

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

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

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

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

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

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



                         CALCULATION OF REGISTRATION FEE




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

Shares of Common Stock, par value $.001 per share      200,982         $1.76 (2)           $353,728            $44.82
- --------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, par value $.001 per share,
   issuable in repayment of a convertible note         58,253          $1.76 (2)           $102,525            $12.99
- --------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, par value $.001 per share,
   underlying warrants (3)                             53,419          $1.76 (4)            $94,017            $11.91
- --------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, par value $.001 per share,
   underlying warrants (3)                              5,000          $6.00 (4)            $30,000            $3.80
- --------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, par value $.001 per share,
   underlying warrants and options (3)                 160,000         $3.26 (4)           $521,600            $66.09
- --------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, par value $.001 per share,
   underlying warrants and options (3)                 80,000          $4.89 (4)           $391,200            $49.57
- --------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, par value $.001 per share,
   underlying options                                  40,000          $2.25 (4)            $90,000            $11.40
- --------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, par value $.001 per share,
   underlying options                                  59,668          $4.92 (4)           $293,567            $37.19
- --------------------------------------------------------------------------------------------------------------------------
Warrants (3)                                           80,000          $0.31 (5)            $24,800             $3.14
- --------------------------------------------------------------------------------------------------------------------------
Total Registration Fee                                                                                        $240.91
==========================================================================================================================


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

(2)  Pursuant to Rule 457(c), the maximum offering price for the common stock is
     based upon the average of the high and low sales prices of the Common Stock
     on the American Stock Exchange on August 31, 2004 of $1.76.

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

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

(5)  Pursuant to Rule 457(c), the maximum offering price for the warrants is
     based upon the average of the high and low sales prices of the Warrants on
     the American Stock Exchange on August 31, 2004 of $0.31



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

                                       2


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


                                       3



PROSPECTUS

                 657,322 SHARES OF COMMON STOCK PAR VALUE $.001
                 80,000 WARRANTS, EACH TO PURCHASE ONE SHARE OF
                          COMMON STOCK PAR VALUE $.001

                            MILESTONE SCIENTIFIC INC.

     The selling stockholders named in this prospectus are offering to sell up
to an aggregate of 657,322 shares of our common stock and 80,000 warrants, each
to purchase one share of common stock, as follows:

200,982       Shares issued to various vendors and consultants in payment of
              outstanding trade payables and service fees in the aggregate
              amount of approximately $775,910 ;
58,253        Shares issuable to a third party accredited investor on conversion
              of a convertible note in the aggregate amount of $50,000;
58,419        Shares issuable to third party accredited investors upon execution
              of warrants to buy shares of our common stock at exercise prices
              of $1.56 and $6.00 per share;
240,000       Shares issuable to an affiliate of certain partners of our legal
              counsel upon exercise of options and warrants, expiring in 2009,
              to buy shares of our common stock at exercise prices of $3.26 and
              $4.89 per share as consideration for services provided in
              connection with Milestone's recent public offering;
40,000        Shares issuable to our investor relations consultant upon exercise
              of options to buy shares of our common stock at an exercise price
              of $2.25 per share, expiring on May 10, 2009.
59,668        Shares issuable to eleven consultants upon exercise of options to
              buy shares of our common stock at an exercise price of $4.92 per
              share, expiring on May 10, 2009, for services.
80,000        Warrants, expiring February 16, 2009, issued to an affiliate of
              certain partners of our legal counsel, to buy shares of our common
              stock at an exercise price of $4.89 per share as further
              consideration for services provided in connection with Milestone's
              recent public offering.

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

     Shares of our common stock and warrants to purchase our common stock are
traded on the American Stock Exchange under the symbols "MS" and "MS.WS",
respectively. On September        , 2004 the closing price of our common stock
was $       per share and the closing price of our warrant was $ . per share.

     See "Risk Factors" beginning on Page 10 for the factors you should consider
before buying shares of our common stock.

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

           The date of this prospectus is September        2004.


                                       4


                                TABLE OF CONTENTS

                                                                            PAGE

WHERE YOU CAN FIND MORE INFORMATION............................................7
REPORTS TO SECURITY HOLDERS....................................................7
INCORPORATION OF DOCUMENTS BY REFERENCE........................................7
SUMMARY........................................................................9
RISK FACTORS..................................................................12
FORWARD LOOKING STATEMENTS....................................................15
USE OF PROCEEDS...............................................................15
SELLING SECURITY HOLDERS......................................................15
PLAN OF DISTRIBUTION..........................................................20
LEGAL MATTERS.................................................................21
EXPERTS.......................................................................22
INTEREST OF NAMED EXPERT AND COUNSEL..........................................23
LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION........................23




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



                                       5



                       WHERE YOU CAN FIND MORE INFORMATION

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

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


                           REPORTS TO SECURITY HOLDERS

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

                     INCORPORATION OF DOCUMENTS BY REFERENCE

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

     (1)  Annual Report on Form 10-KSB for the fiscal year ended December 31,
          2003;

     (2)  Quarterly Report on Form 10-QSB for the fiscal quarters ended March
          31, 2004 and June 30, 2004

     (3)  Current Reports on Form 8-K filed on February 24, 2004, April 12, 2004
          and June 16, 2004; and

     (4)  Each document filed after the date of this prospectus pursuant to
          Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act but
          before this offering terminates is incorporated in this prospectus by
          reference and is to be treated as part of this prospectus from the
          date it was filed. Any statement contained in a document incorporated
          or


                                       6


     deemed to be incorporated in this prospectus by reference is modified or
     superseded to the extent that a statement contained in this prospectus or
     in any other subsequently filed document which is incorporated in this
     prospectus by reference modifies or supersedes such statement.


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

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



                                       7



                                     SUMMARY

OVERVIEW

     Milestone is a leader in advanced subcutaneous injection technology for
dental and medical applications. Its principal product, CompuDent, a computer
controlled, precision metered, local anesthetic injection system, together with
its ergonomically designed, single patient use, disposable handpiece, The Wand,
enables a dentist to consistently administer safe, effective and less painful
injections. Since January 1998, Milestone has sold more than 24,000 CompuDent
units and over 16 million single use handpieces in the United States and in over
25 other countries. CompuDent has been favorably evaluated in 18 peer reviewed,
published clinical studies and over 25 other evaluative articles. The system
provides these specific benefits:

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

     o    the pencil grip used with CompuDent's handpieces provides enhanced
          tactile sense and more accurate control;

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

     o    bidirectional rotation of The Wand handpiece results in greater
          precision and more rapid onset of anesthesia by eliminating needle
          deflection in mandibular block injections;

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

     o    the ergonomic design of The Wand makes an injection easier and less
          stressful to administer and lowers the risk of carpal tunnel syndrome
          to the dentist or hygienist; and

     o    CompuDent can increase productivity in many dental procedures by
          eliminating the need for preliminary pain blocking injections, and
          reducing the waiting time required to see if the injection has taken
          effect.

   SAFETYWAND

     In September 2003, Milestone received FDA approval for a newly developed
and patented disposable handpiece, the SafetyWand that incorporates safety
engineered sharps protection features to aid in the prevention of inadvertent
needlesticks. The SafetyWand was designed to conform with the regulations of the
Occupational Safety and Health Administration of the U.S. Department of Labor
("OSHA") promulgated under the federal Needlestick Safety and Prevention Act
("the Needlestick Safety Act"), while also meeting the clinical needs of
dentists, however, no independent evaluation confirms that the SafetyWand
conforms to these regulations. To date, these OSHA regulations have generally
not been enforced against dentists by OSHA and similar local and state
authorities due to lack of commercially available products that meet the special
needs of dentistry. Milestone believes that the commercial availability of the
SafetyWand will enable OSHA, and similar local and state authorities, to begin
enforcement, or stricter enforcement, of the Needlestick Safety Act against
dentists. Since the SafetyWand can only be used with the CompuDent system,
enforcement by OSHA could promote


                                       8


increased handpiece sales to current CompuDent users, while also providing
impetus for the purchase of these systems by new users. In October 2003, we
launched the SafetyWand at the American Dental Association Annual Meeting in
California. Once the SafetyWand becomes available in commercial quantities, it
will compete with other safety engineered products in the medical market and
against a single product claiming to be compliant with OSHA regulations under
the Needlestick Safety Act in the dental market.

     NEW MARKETING APPROACH

     Throughout 2004, Milestone continued building a national sales force of
highly trained independent representatives to provide sales coverage in urban
areas in 16 states. To increase its ability to retain this sales force and to
enhance its performance, Milestone:

     o    increased its base price of CompuDent to new customers to provide
          sufficient gross profit to recruit and adequately compensate its sales
          force;

     o    established a sales support staff to generate leads, set appointments,
          provide technical support and customer service and foster increased
          handpiece use; and

     o    began distributing a new product used in repairing teeth, the CoolBlue
          Wand, to assist its sales force in gaining access to dental offices
          for sales of CompuDent.

     Milestone's sales force currently includes four full time sales managers, 6
     full time sales support staff and 14 independent sales representatives.
     With a growing new sales force and the acquisition of rights to new
     products to facilitate access to dental offices, Milestone intends to
     direct its marketing efforts to capturing new customers, particularly from
     specialty practitioners, including periodontists, pedodontists,
     endodontists and cosmetic/restorative dentists.

     OTHER PRODUCTS AND TECHNOLOGIES

     To broaden the use of its anesthetic injection technology, in 2001
Milestone launched CompuMed, a system similar to CompuDent, for the medical
market. To date, sales and marketing of CompuMed have been limited by financial
constraints. Milestone is currently seeking distribution partners in a variety
of discrete medical disciplines.

     Milestone has also developed CompuFlo, a prototype product embodying an
advanced pressure sensing technology for subcutaneous injection of liquid
medications and local anesthetics. CompuFlo enables health care practitioners to
monitor and precisely control pressure, rate and volume during subcutaneous
injections. Due to cash constraints, to date Milestone has conducted only
limited research as to potential medical applications for this technology and
has not yet begun development of commercial devices embodying this technology.
Recently, a major medical center has commenced two clinical pilot studies using
the CompuFlo pressure sensing technology. The first study is to evaluate
identification of the epidural space during epidural anesthesia commonly used
for postoperative pain management and pain relief during childbirth. The second
study is designed to determine whether measuring and controlling injection
pressures of local anesthetics may aid in reducing the risk of peripheral nerve
injury while increasing patient safety. No assurances can be given that these
clinical studies will prove CompuFlo efficacious for these purposes. No products
have yet been designed using the CompuFlo technology, FDA marketing approval has
not been obtained and no historical revenues have been generated from sale of
devices embodying the CompuFlo technology.

                                       9


     CORPORATE INFORMATION

     Milestone owns an 88.7% interest in Spintech, which developed and owns the
technology underlying various products for healthcare providers, including
CompuDent(TM), CompuMed(TM) and The Wand(R), and has registered various patents
and trademarks related to these products.

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



                                       10



                                  RISK FACTORS

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

WE HAVE NO HISTORY OF PROFITABLE OPERATIONS. CONTINUING LOSSES COULD EXHAUST OUR
CAPITAL RESOURCES AND FORCE US TO DISCONTINUE OPERATIONS.

     Although our operations commenced in November 1995, until 1998 we had
limited revenues. For the years ended December 31, 1998, 1999, 2000, 2001, 2002
and 2003, our revenues were approximately $8.8 million, $2.9 million, $5.7
million, $4.1 million, $4.1 million and 4.0 million, respectively. In addition,
we have had losses for each year since the commencement of operations, including
net losses of approximately $2.4 million for 2002 and for 2003. At December 31,
2003, we had an accumulated deficit of approximately $44.2 million. Unless we
can significantly increase sales of our CompuDent units, handpieces or other
injection devices, we expect to incur losses for the foreseeable future.

WE CANNOT BECOME SUCCESSFUL UNLESS WE GAIN GREATER MARKET ACCEPTANCE FOR OUR
PRODUCTS AND TECHNOLOGY.

     As with any new technology, there is substantial risk that the marketplace
will not accept the potential benefits of this technology or be unwilling to pay
for any cost differential with the existing technologies. Market acceptance of
CompuDent, the SafetyWand, CompuMed and CompuFlo depends, in large part, upon
our ability to educate potential customers of their distinctive characteristics
and benefits and will require substantial marketing efforts and expense. More
than 24,000 units of the CompuDent or its predecessors have been sold worldwide
since 1998. Sales of disposable handpieces in 2003 reflect a moderate increase
in the world wide usage of our dental and medical systems. We cannot assure you
that our current or proposed products will be accepted by practitioners or that
any of the current or proposed products will be able to compete effectively
against current and alternative products.

OUR LIMITED DISTRIBUTION CHANNELS MUST BE EXPANDED FOR US TO BECOME SUCCESSFUL.

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


                                       11



WE DEPEND ON TWO PRINCIPAL MANUFACTURERS. IF WE CANNOT MAINTAIN OUR EXISTING
RELATIONSHIPS OR DEVELOP NEW ONES, WE MAY HAVE TO CEASE OUR OPERATIONS.

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

WE MAY BE SUBJECT TO PRODUCT LIABILITY CLAIMS THAT ARE NOT FULLY COVERED BY OUR
INSURANCE AND THAT COULD PUT US UNDER A TREMENDOUS FINANCIAL STRAIN.

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

WE RELY ON THE CONTINUING SERVICES OF OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER,
PRESIDENT AND DIRECTOR OF CLINICAL AFFAIRS.

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

THE MARKET PRICE OF OUR COMMON STOCK HAS BEEN VOLATILE AND MAY CONTINUE TO
FLUCTUATE SIGNIFICANTLY BECAUSE OF VARIOUS FACTORS, SOME OF WHICH ARE BEYOND OUR
CONTROL.

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

THE EXISTENCE OF OUTSTANDING OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES MAY
PRECLUDE US FROM OBTAINING ADDITIONAL EQUITY FINANCING.

     We currently have outstanding options, warrants, convertible debentures and
series A convertible preferred stock to purchase 3,304,991 shares of our common
stock at prices ranging from $.87 to $ 9.00 per share with a weighted average
exercise or conversion price of $ 4.59. Holders of these warrants and options
are given the opportunity to profit from a rise in the market price of our
common stock and are likely to exercise their securities at a time when we would
be able to obtain additional equity capital on


                                       12


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

WE ARE CONTROLLED BY A LIMITED NUMBER OF SHAREHOLDERS.

     Our principal shareholders, Leonard Osser and K. Tucker Andersen, own 31.6%
of the issued and outstanding shares of our common stock. As a result, they have
the ability to exercise substantial control over our affairs and corporate
actions requiring shareholder approval, including electing directors, selling
all or substantially all of our assets, merging with another entity or amending
our certificate of incorporation. This de facto control could delay, deter or
prevent a change in control and could adversely affect the price that investors
might be willing to pay in the future for our securities.

FUTURE SALES OR THE POTENTIAL FOR SALE OF A SUBSTANTIAL NUMBER OF SHARES OF OUR
COMMON STOCK COULD CAUSE THE TRADING PRICE OF OUR COMMON STOCK AND WARRANTS TO
DECLINE AND COULD IMPAIR OUR ABILITY TO RAISE CAPITAL THROUGH SUBSEQUENT EQUITY
OFFERINGS.

     Sales of a substantial number of shares of our common stock in the public
markets, or the perception that these sales may occur, could cause the market
price of our stock to decline and could materially impair our ability to raise
capital through the sale of additional equity securities. Currently, there are
9,734,676 shares of common stock actually issued and 9,701,343 outstanding.
Also, there are 3,931,958 shares of common stock reserved for future issuance as
follows:

     o    up to 1,440,000 shares underlying the warrants issued in our 2004
          public offering;

     o    up to 335,615 shares underlying warrants granted to satisfy
          obligations in connection with the 2004 public offering;

     o    up to 432,000 shares underlying the underwriters representative's
          warrants issued in the 2004 public offering, including the shares
          underlying the warrants included in the representative's warrants;

     o    up to 500,000 shares underlying stock options previously granted, or
          which may be granted, under our Stock Option Plan;

     o    up to 1,161,701 shares underlying other stock options and warrants
          that were granted and remained outstanding as of August 23, 2004;

     o    up to 58,253 shares underlying 6% convertible notes in the aggregate
          principal amount of $50,000; and

     o    up to 4,389 shares of common stock underlying our series A convertible
          preferred stock.

     We have 9,701,343 shares of common stock outstanding, of which 5,779,929
are freely


                                       13


tradable. The remaining 3,921,414 shares are either held by "affiliates", as
defined by the rules and regulations promulgated under the Securities Act of
1933, or are "restricted securities" as defined in Rule 144 promulgated under
the Securities Act of 1933. Of this amount, 139,632 restricted shares not held
by affiliates and 3,720,432 restricted or non-restricted shares held by
"affiliates," can only be sold in compliance with the timing and volume
limitations of Rule 144 promulgated under the Securities Act of 1933. The other
61,350 restricted shares may be sold without limitation under Rule 144(k).

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

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

                           FORWARD LOOKING STATEMENTS

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


                                 USE OF PROCEEDS

     All shares and/or warrants of our common stock offered by this prospectus
are being registered for the account of the selling stockholders. We will not
receive any of the proceeds from the sale of these shares and/or warrants.
However, the shares offered by this prospectus include 398,087 shares underlying
warrants and options to purchase those shares at different prices per share.
Assuming the exercise of all of these warrants and options, we would receive
proceeds of approximately $1,409,700 in the aggregate, which we would use for
additional working capital.


                            SELLING SECURITY HOLDERS

     The following table sets forth the information as to the ownership of our
securities by the selling stockholders on August 31, 2004. On August 31, 2004,
9,701,343 shares of our common


                                       14


stock were outstanding. Unless otherwise indicated, it is assumed that each
selling stockholder listed below possesses sole voting and investment power with
respect to the shares owned as of such date by the selling stockholder,
including those issuable upon exercise of warrants or options. In addition,
other than indicated below, none of the selling stockholders has had a material
relationship with us or any of our predecessors or affiliates within the past
three years.


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




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

Kenneth Riedel                                    610               610                     0                   0
11359 S. Neenah
Worth, IL 60482

United Systems                                 22,927 (1)        16,260                 6,667                   *
1405 Pioneer Street
Brea, CA 92821

K&M Printing                                      711 (2)           711                     0                   0
1410 N. Meacham Road
Schaumburg, IL 60173

Chetwood Company                                1,077 (3)         1,077                     0                   0
333 Seventh Avenue
New York, NY 10001

Howe Creative                                   6,952 (4)         6,952                     0                   0
1181 S. Parker Road, Suite 102
Denver, CO 80231

Design Centre Incorporated                    131,335 (5)        66,057                65,278                   *
218 Dew Drop Road
York PA 17402

Martin Hodas                                  111,672 (6)       111,672                     0                   0
271-19E Grand Central
Parkway, Floral Park, NY 11005


                                       15




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

Alan Litroff                                  127,000 (7)         8,333               122,000                1.26
5 Terrace Circle,
Great Neck, NY 11021

Marina Co.                                    562,361 (8)       301,350               261,011                2.61
c/o Morse, Zelnick, Rose & Lander
405 Park Avenue
New York, NY  10022-4405

Ink, Inc.                                         553 (9)           553                     0                   0
4049 Central St.
Kansas City, MO  64111


Dooley Associates LLC                             553 (10)          553                     0                   0
445 Park Ave., 9th Floor
New York, NY 10022

Tricor Systems                                 31,397 (11)       12,195                19,202                   *
1650 Todd Farm Drive
Elgin, IL 60123

R. Jerry Falkner                               40,000 (12)       40,000                     0                   0
R.J. Falkner & Co.
634 Kimbark Street
Suite 3
Longmont, CO 80501

Tom Stuckey                                     8,333 (13)        8,333                     0                   0
c/o Milestone Scientific Inc.
220 South Orange Avenue
Livingston Corporate Park
Livingston, NJ 07039

Shaul Koren                                    16,667 (14)       16,667                     0                   0
Corner Milky Way and Cosmic Street
Linbro Business Park, Sandton
P.O. Box 400
Bramley, 2018
South Africa


                                       16




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

Larry Brown                                     3,333 (15)        3,333                     0                   0
57 Lee Ann Court
Enola, PA 17025

Larry Green                                     6,667 (16)        6,667                     0                   0
Westbury Diagnostics Inc.
SUNY Farmingdale
Conklin Hall, Suite 114
Farmingdale, NY 11735

Mike McGeehan                                   6,667 (17)        6,667                     0                   0
9 Andover Avenue
Bridgewater, NJ 08807

Johan Petersen                                  1,667 (18)        1,667                     0                   0
Star Die Molding
2741 Katherine Way
Elk Grove Village, IL 60007

David Pettinato                                 1,667 (19)        1,667                     0                   0
1033 Brighton Court
Schaumburg, IL 60193

Leo Danushevsky                                37,998 (20)       37,998                     0                   0
L.C. Mold
760 West Algonquin Road
Arlington Heights, IL 60005

Alan Creamer                                    8,000 (21)        8,000                     0                   0
16061 Via de las Palmas
Rancho Santa Fe, CA 92091


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

                                       17


*    Less than 1%

(1)  United Systems' beneficial ownership of common stock includes 6,667 shares
     subject to stock options, exercisable within 60 days of the date of this
     prospectus, at an exercise price of $2.1875. Investment making authority
     for this entity is vested in Thomas Cheng, its owner and President.

(2)  Investment making authority for K&M Printing is vested in Ken Stobart, its
     President.

(3)  Investment making authority for Chetwood Company is vested in Steve Elliot,
     its founder.

(4)  Howe Creative's beneficial ownership of common stock includes 1,667 shares
     subject to stock options, exercisable within 60 days of the date of this
     prospectus, at an exercise price of $4.92. Investment making authority for
     this entity is vested in Dennis Howe.

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

(6)  Martin Hodas' beneficial ownership of common stock includes 58,253 shares
     issuable in repayment of a convertible note due November 27, 2004, and
     53,419 shares underlying warrants exercisable within 60 days of the date of
     this prospectus, at a price of $1.56.

(7)  Alan Litroff's beneficial ownership of common stock includes 5,000 shares
     underlying warrants exercisable within 60 days of the date of this
     prospectus, at a price of $6.00, and 3,333 shares subject to stock options,
     exercisable within 60 days of the date hereof at an exercise price of
     $4.92.

(8)  Marina Co. is a New York General Partnership whose general partners are
     some of the limited liability partners of Morse, Zelnick, Rose & Lander,
     LLP. Marina Co. is used by its participating partners as a repository for
     shares of Milestone Scientific and other corporations that they own. Marina
     Co.'s beneficial ownership of common stock includes 342,548 shares issuable
     upon exercise of stock options and warrants, exercisable within 60 days of
     the date of this prospectus. 160,000 options are exercisable at $3.26 per
     share, 4,762 options are exercisable at $5.25 per share, 67,111 options are
     exercisable at $3.75 per share and 111,675 warrants are exercisable at
     $4.89 per share. 80,000 of these warrants, expiring April 16, 2009, are
     also offered as part of this Registration Statement.

(9)  Investment making authority for Ink, Inc. is vested in Richard Grove, its
     CEO.

(10) Investment making authority for Dooley Associates LLC is vested in Joseph
     Dooley, its founder.

(11) Tricor Systems' beneficial ownership of common stock includes 10,000 shares
     subject to stock options, exercisable within 60 days of the date of this
     prospectus, at an exercise price of $2.1875. 111,675 warrants are
     exercisable at $4.89 per share. Investment making authority for this entity
     is vested in Jack Jereb, its president.

                                       18


(12) R. Jerry Falkner's beneficial ownership of common stock includes 40,000
     shares subject to stock options, exercisable within 60 days of the date of
     this prospectus, at an exercise price of $2.25 per share.

(13) Tom Stuckey's beneficial ownership of common stock includes 8,333 shares
     subject to stock options, exercisable within 60 days of the date of this
     prospectus, at an exercise price of $4.92 per share.

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

(15) Larry Brown's beneficial ownership of common stock includes 3,333 shares
     subject to stock options, exercisable within 60 days of the date of this
     prospectus, at an exercise price of $4.92 per share.

(16) Larry Green's beneficial ownership of common stock includes 6,667 shares
     subject to stock options, exercisable within 60 days of the date of this
     prospectus, at an exercise price of $4.92 per share.

(17) Mike McGeehan's beneficial ownership of common stock includes 6,667 shares
     subject to stock options, exercisable within 60 days of the date of this
     prospectus, at an exercise price of $4.92 per share.

(18) Johan Petersen's beneficial ownership of common stock includes 1,667 shares
     subject to stock options, exercisable within 60 days of the date of this
     prospectus, at an exercise price of $4.92 per share.

(19) David Pettinato's beneficial ownership of common stock includes 1,667
     shares subject to stock options, exercisable within 60 days of the date of
     this prospectus, at an exercise price of $4.92 per share.

(20) Leo Danushevsky's beneficial ownership of common stock includes 1,667
     shares subject to stock options, exercisable within 60 days of the date of
     this prospectus, at an exercise price of $4.92 per share.

(21) Alan Creamer's beneficial ownership of common stock includes 8,000 shares
     subject to stock options, exercisable within 60 days of the date of this
     prospectus, at an exercise price of $4.92 per share.


                              PLAN OF DISTRIBUTION

     Sales of the shares of our common stock or the warrants to purchase our
common stock, covered by this prospectus, may be effected from time to time in
transactions (which may include block transactions) on the American Stock
Exchange (or other markets on which shares of our common stock are then traded),
in negotiated transactions, through put or call option transactions relating to
the shares, through short sales of shares, or a combination of such methods of
sale, at fixed prices which may be changed, at market prices prevailing at the
time of sale, or at negotiated prices. None of the selling stockholders has
entered into agreements, understandings or arrangements with any underwriters or


                                       19


broker-dealers regarding the sale of their shares. The selling stockholders may
effect transactions by selling their shares directly to purchasers or through
broker-dealers, who may act as agents or principals. Such broker-dealers may
receive compensation in the form of discounts, concessions, or commissions from
the selling stockholders and/or the purchasers of the shares for whom such
broker-dealers may act as agents, or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). The selling stockholders and any broker-dealers who act
in connection with the sale of the shares might be deemed to be underwriters
within the meaning of Section 2(11) of the Securities Act of 1933 and any
commissions received by such broker-dealers and any profit on the resale of the
shares sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the Securities Act. We have agreed
to indemnify each selling stockholder against a number of liabilities, including
liabilities arising under the Securities Act. The selling stockholders may agree
to indemnify any agent, dealer or broker-dealer who participates in transactions
involving sales of the securities against the liabilities, including liabilities
arising under the Securities Act. As used herein, "selling stockholders"
includes donees and pledgees selling shares received from a named selling
stockholder after the date of this prospectus.

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

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

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

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


                                  LEGAL MATTERS

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

                                       20


                                     EXPERTS

     Our financial statements as of December 31, 2003 for the years ended
December 31, 2003 and 2002, incorporated in this prospectus by reference to the
Form 10-KSB, have been so incorporated in reliance on the report of J.H. Cohn
LLP, an independent registered public accounting firm, given on the authority of
such firm as experts in accounting and auditing.



                                       21




                      INTEREST OF NAMED EXPERT AND COUNSEL

     Members, affiliates and of counsel to Morse, Zelnick, Rose & Lander, LLP
own, in the aggregate, 219,813 shares of our common stock and options or
warrants to purchase 342,548 shares of our common stock, all of which are
currently exercisable.


             LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION

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

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

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

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

     o    for any improper benefit; or

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

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

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



                                       22



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





                                                      657,322 SHARES
                                                       COMMON STOCK

                                                     80,000 WARRANTS,
                                                     EACH TO PURCHASE
                                                 ONE SHARE OF COMMON STOCK







                                                 MILESTONE SCIENTIFIC INC.









                                                        PROSPECTUS













                                                    September   , 2004
                                           =====================================


                                      II-1


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     We agreed to register the re-offer and re-sale of the shares of our common
stock and the warrants covered by this prospectus by filing the registration
statement which this prospectus is a part under the Securities Act and the
securities laws of the states. We agreed to pay all the expenses and fees
incurred in connection with the preparation, filing and modification or
amendment of the registration statements except for selling commissions. These
expenses are estimated at $27,990.91, as follows:


SEC registration fee................................................  $   240.91

Accounting fees and expenses........................................    7,750.00

Legal fees and expenses.............................................   20,000.00

      Total.........................................................  $27,990.91


ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

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

     o    for any improper benefit, or

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

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

                                      II-2


ITEM 16. EXHIBITS


Exhibit No.    Description


   4.1         Form of letter used from 2003 to 2004 regarding the issuance of
               shares to certain vendors and consultants of the company.*
   4.2         Convertible Note dated June 4, 2003 issued to Martin Hodas.*
   4.3         Warrant dated June 4, 2003, issued to Martin Hodas.*
   4.4         Warrant dated September 25, 2003, issued to Alan Litroff.*
   4.5         Agreement with Morse, Zelnick, Rose & Lander dated as of December
               22, 2003. (1)
   4.6         Option agreement dated as of April 16, 2004 issued to Marina Co.*
   4.7         Warrant, issued to Marina Co., dated April 16, 2004.*
   4.8         Agreement issued to R.J. Falkner,  as of May 10, 2004.*
   4.9         Form of Option Agreement issued to certain consultants, dated as
               of May 10, 2004.*
   5.1         Opinion of Morse, Zelnick, Rose & Lander, LLP
   23.1        Consent of J.H. Cohn LLP
   23.2        Consent of Morse, Zelnick, Rose & Lander, LLP (included in
               Exhibit 5.1)
   24          Power of Attorney (included on signature page)


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

     * Filed herewith

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


ITEM 17. UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

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

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

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


                                      II-3


          and

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

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

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

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

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



                                      II-4



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant,
Milestone Scientific Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York on this
3rd day of September, 2004.


                                        MILESTONE SCIENTIFIC INC.


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

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

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 3rd day of September, 2004.

            Signature                                 Title

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

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

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

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

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



                                      II-5

EX-4.1

                                                                   [     ], 2003


[address]

         Re:   MILESTONE SCIENTIFIC INC  ("MILESTONE")


Dear [    ]:

     This will confirm that Milestone has agreed to issue to you and that you
have agreed to accept from Milestone [ ] shares of common stock in payment of $[
], as consideration for services rendered to Milestone.

     By signing this letter, you confirm that (i) you are an "accredited
investor" within the meaning of Rule 215 of the Rules and Regulations under the
Securities Act, and (ii) you have acquired the shares for investment and
acknowledge that the shares cannot be resold or otherwise disposed of until they
are registered under the Securities Act and any applicable state securities laws
or an exemption from registration is available.

     Since the shares will not be registered at the time of issuance, the
certificates representing the shares delivered to you will bear the following
legend:

     THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
     THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD,
     TRANSFERRED, HYPOTHECATED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE
     REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH IS EXEMPT
     FROM REGISTRATION UNDER THE ACT.






     Please acknowledge your agreement and understanding of the above provisions
by signing and dating a copy of this letter and returning it to us by facsimile
and mail. The shares will be delivered to you promptly after receipt of your
acknowledgement.



                                                      Very truly yours,

                                                      MILESTONE SCIENTIFIC INC.



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

                                                         Chief Financial Officer



ACCEPTED AND AGREED TO
THIS    DAY OF      , 2003



- ----------------------------
[       ]
By: [       ]

EX-4.2

     THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE
     SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL (I) A REGISTRATION
     STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") SHALL
     HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (II) RECEIPT BY THE COMPANY
     OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE
     EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH
     SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE
     SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN
     EXCHANGE FOR THIS NOTE.


                            MILESTONE SCIENTIFIC INC.
                         6% CONVERTIBLE PROMISSORY NOTE


$50,000                                                             June 4, 2003
                                                          Livingston, New Jersey


          FOR VALUE RECEIVED, MILESTONE SCIENTIFIC INC., a Delaware corporation
(the "Company" or "Maker") with its principal executive office at 220 South
Orange Avenue, Livingston, New Jersey 07039, promises to pay to:

                          Martin Hodas
                          271-19E Grand Central Parkway
                          Floral Park, NY 11005

(the "Payee" or the "holder of this Note") or permitted successors and assigns
of the Payee, the principal amount of:


                  FIFTY THOUSAND DOLLARS AND NO CENTS ($50,000)

(the "Principal Amount"), or, if less, the amount then outstanding, in such coin
or currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, or such other form as
shall be acceptable by the Payee in his sole and absolute discretion together
with interest as set forth in Paragraph 1 of this Note at such times and in such
amounts as set forth in Paragraph 2 of this Note, at Payee's address designated
above or at such other place as the Payee shall have notified the Company before
such payment is due.

     1. Interest.

          A. Except as otherwise provided in Paragraphs B and C of this
Paragraph 1, interest on the principal amount hereof shall accrue at the rate of
6% per annum (the "Basic Rate") from the date hereof until the earliest of
maturity on the Maturity Date (as defined in Paragraph 3 below), or conversion
(as described in Paragraph 4 below).




          B. If an Event of Default (as defined in Paragraph 5 below) shall have
occurred and shall continue while this Note is outstanding, interest on this
Note shall accrue at a rate of 12% (such rate is hereinafter referred to as the
"Default Rate").

          C. At the option of the Company, interest shall be payable in shares
of the Company's common stock, par value $.001 per share (the "Common Stock"),
valued at the average closing bid price per share of Common Stock for the five
trading days ending the day prior to the interest payment date.

          D. Interest as aforesaid shall be calculated on the basis of actual
number of days elapsed over a year of 360 days.

     2. Principal. The outstanding Principal Amount of this Note shall be due
and payable on the Maturity Date (as defined in Paragraph 3 below). The
outstanding Principal Amount, with interest to date, shall be prepayable at any
time without penalty upon 15 days notice to Payee. On any prepayment, interest
shall be paid to the date of prepayment.

     3. Maturity. This Note shall mature, and the unpaid Principal Amount and
all accrued interest thereon, shall be due in full on November 27, 2004 (the
"Maturity Date").

     4. Conversion. At the option of Payee, the outstanding Principal Amount of
this Note, and any accrued but unpaid interest, in its entirety or in part, may
be converted, at any time before the Maturity Date, into shares of the Common
Stock at a rate of one share for every $.312 of indebtedness.

     5. Events of Default and Remedies.

          A. Events of Default. Each of the following events is herein referred
to as an Event of Default:

               (i) any default in the payment of any principal or interest
hereunder when the same shall be due and payable, not remedied within three (3)
days of written notice given pursuant to Paragraph 5(B) herein, whether at the
Maturity Date or by acceleration or otherwise;

               (ii) any material default in the due observance or performance of
any other covenant, condition or agreement to be observed or performed pursuant
to the terms hereof, and the continuance of such default unremedied for a period
of twenty (20) days after written notice thereof to the Company setting forth in
reasonable detail the circumstances of such Event of Default;

               (iii) if the Company shall: (A) apply for or consent to the
appointment of a receiver, trustee, custodian or liquidator of it or any of its
properties, (B) admit in writing its inability to pay its debts as they mature,
(C) make a general assignment for the benefit of creditors, (D) be adjudicated a
bankrupt or insolvent or be the subject of an order for relief under Title 11 of
the United States Code, or (E) file a voluntary petition in bankruptcy, or a
petition or an answer seeking reorganization or an arrangement with creditors or
to take advantage or any bankruptcy, reorganization, insolvency, readjustment of
debt, dissolution or liquidation law or statute, or an answer admitting the
material allegations of a petition filed against him or it in any


                                        2


proceeding under any such law, or (vi) take or permit to be taken any action in
furtherance of or for the purpose of effecting any of the foregoing;

               (iv) if any order, judgment or decree shall be entered, without
the application, approval or consent of the Company, by any court of competent
jurisdiction, approving a petition seeking reorganization of the Company, or
appointing a receiver, trustee, custodian or liquidator of any of the Company,
or of all or any substantial part of its assets, and such order, judgment or
decree shall continue unstayed and in effect for any period of sixty (60)
consecutive days;

               (v) there shall be a default (taking into account lapse of
notice, written notice to the Company or both) under any bond, debenture, note
or other evidence of indebtedness for money borrowed or under any mortgage,
indenture or other instrument under which there may be issued or by which there
may be secured or evidenced any indebtedness for money borrowed by the Company,
whether existing on the date hereof or created subsequent to the date hereof,
which default relates to the obligation to pay the principal of or interest on
any such indebtedness and the effect of such default is to cause such
indebtedness to become due prior to its stated maturity; or

               (vi) if final judgment(s) for the payment of money in excess of
$200,000 individually or $250,000 in the aggregate shall be rendered against the
Company, and the same shall remain undischarged or unbonded for a period of
thirty (30) consecutive days, during which execution shall not be effectively
stayed.

          B. Remedies. Upon the occurrence of any Event of Default, and at all
times thereafter during the continuance thereof: (i) this Note shall, at the
option of the holder of this Note, become immediately due and payable, both as
to principal, interest and premium, without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived, anything contained
herein to the contrary notwithstanding; (ii) all outstanding obligations under
this Note, and all other outstanding obligations on which the applicable
interest rate is determined by reference to the interest rate under this Note,
shall bear interest at the Default Rate; (iii) the holder of this Note may file
suit against the Company on the Note and/or seek specific performance or
injunctive relief hereunder (whether or not a remedy exists at law or is
adequate); (iv) the holder of this Note shall have the right, in accordance with
this Note to exercise any and all remedies as such holder may determine in such
holder's discretion (without any requirement of marshalling of assets, or other
such requirement).

     6. Representations of Payee. Payee represents that shares acquired, as
payment for this Note, shall be acquired for Payee's own account and not with a
view to or for sale in connection with the distribution thereof within the
meaning of the Act or other applicable law. The Payee agrees that the
certificates representing such shares may bear a restrictive legend to the
foregoing effect. The Payee has no present intention of selling, granting any
participation in or otherwise distributing any of these shares. Payee represents
that he is an "accredited investor" as such term is defined in the Act and the
rules adopted thereunder and is familiar with the types of risks inherent in the
acquisition of securities such as the Company's shares. The Payee understands
that the shares have not been registered under the Act or the securities laws of
any state and its financial position is such that it can afford to retain the
shares for an indefinite period of time without realizing any direct or indirect
cash return on its investment. The Payee

                                        3



understands that the shares must be held by him until they are registered under
the Act or unless an exemption from such registration becomes or is available.

     7. Registration Rights. If Payee converts the Note pursuant to the terms of
Section 4 hereof, Payee shall be entitled to piggyback registration rights for
the common stock acquired on conversion of the Note, with respect to any future
Registration Statement on Form S-3 filed by the Company with the Securities and
Exchange Commission. Such registration rights shall be on terms customary in
transactions of this nature. However, the piggyback registration rights granted
to Payee pursuant to this Section shall only continue until such time that Payee
becomes eligible to sell its common stock under Rule 144 promulgated under the
Act. The Company will pay all registration expenses in connection therewith.

     8. Miscellaneous.

          A. Parties in Interest. All covenants, agreements and undertakings in
this Note binding upon the Company or the Payee shall bind and inure to the
benefit of the permitted successors and assigns of the Company and the Payee,
respectively, whether so expressed or not.

          B. Notice Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, telegraphed or
sent by certified, registered, or express mail, postage prepaid, and shall be
deemed given when so delivered personally, telegraphed or, if mailed, five days
after the date of deposit in the United States mail as follows:


          (i) if to the Maker:           Milestone Scientific Inc.
                                         220 South Avenue
                                         Livingston, NJ 07039
                                         Attn: Thomas M. Stuckey,
                                               Chief Financial Officer

          (ii) if to the Payee:          At the address set forth on the first
                                         page

          C. Construction. This Note shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York and any applicable laws of the United States of America,
without giving effect to the conflicts or choice of law principles thereof.

          D. Enforceability. Maker acknowledges that this Note and Maker's
obligations hereunder are and shall at all times continue to be absolute and
unconditional in all respects, and shall at all times be valid and enforceable
irrespective of any other agreements or circumstances of any nature whatsoever
which might otherwise constitute a defense to this Note and the obligations of
Maker evidenced hereby, unless otherwise expressly evidenced in a writing duly
executed by the holder of this Note.

          E. Payment. If the date for any payment due hereunder would otherwise
fall on a day which is not a Business Day, such payment or expiration date shall
be extended to the next following Business Day with interest payable at the
applicable rate specified herein during such extension. "Business Day" shall
mean any day other than a Saturday, Sunday, or any day which shall be in the
City of New York a legal holiday or a day on which banking institutions are
authorized by law to close.

                                        4


          F. Waiver and Set-off. Maker hereby waives diligence, presentment,
demand, protest and notice of any kind whatsoever. The nonexercise by Payee of
any of its rights hereunder in any particular instance shall not constitute a
waiver thereof in that or any subsequent instance. The Payee, in addition to any
other right available to it under applicable law, shall have the right, at its
option, to immediately set off against this Note any monies owed by the Payee in
any capacity to Maker, whether or not due, upon the occurrence of any Event of
Default, even though such charge is made or entered on the books of Payee
subsequent to those events.

          G. Lost Documents. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this Note or
any Note exchanged for it, and (i) in the case of loss, theft or destruction, of
indemnity satisfactory to it and (ii) in the case of mutilation, of surrender
for cancellation of such Note, and, in any case, upon reimbursement to the
Company of all reasonable expenses incidental thereto, the Company will make and
deliver in lieu of such Note a new Note of like tenor and principal amount and
dated as of the original date of this Note.

     IN WITNESS WHEREOF, this Note has been executed and delivered on the date
specified above by Payee and the duly authorized representative of the Company.



                                        MILESTONE SCIENTIFIC INC.


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




                                        Payee:

                                        /s/ Martin Hodas
                                        -----------------------
                                        Martin Hodas


                                        5

EX-4.3

NEITHER THIS WARRANT NOR THE COMMON STOCK WHICH MAY BE ACQUIRED UPON THE
EXERCISE HEREOF ("WARRANT SHARES"), AS OF THE DATE OF ISSUANCE HEREOF, HAS BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER
THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ANY
APPLICABLE STATE SECURITIES LAW, OR IN A TRANSACTION WHICH IS EXEMPT FROM
REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

                                                     For the Purchase of 160,256
                                                          shares of Common Stock


                           WARRANT FOR THE PURCHASE OF
                             SHARES OF COMMON STOCK
                          OF MILESTONE SCIENTIFIC, INC.
                            (A Delaware corporation)

     Milestone Scientific Inc., a Delaware corporation (the "Company"), hereby
certifies that for value received:

                          MARTIN HODAS
                          271-19E Grand Central Parkway
                          Floral Park, NY 11005

or registered assigns ("Registered Holder"), is entitled, subject to the terms
set forth below, to purchase from the Company, at any time or from time to time
during the period commencing on June 4, 2003, and ending on June 3, 2005 (the
"Expiration Date"), 160,256 shares of Common Stock (subject to adjustment as
provided herein), $.001 par value, of the Company ("Common Stock"), at a per
share purchase price of $.52. The number of shares of Common Stock purchasable
upon exercise of this Warrant, and the purchase price per share, each as
adjusted from time to time pursuant to the provisions of this Warrant, are
hereinafter referred to as the "Warrant Shares" and the "Purchase Price",
respectively.

     1. Exercise of Warrants. The Registered Holder of any Warrant Certificate
may exercise the Warrants, in whole or in part at any time or from time to time
at or prior to the close of business, on the Expiration Date, at which time the
Warrant Certificates shall be and become wholly void and of no value. Warrants
may be exercised by their holders as follows:




          (a) This Warrant may be exercised by Registered Holder, in whole or in
part, by the surrender of this Warrant (with the Notice of Exercise Form
attached hereto as Exhibit I duly executed by Registered Holder) at the
principal office of the Company, or at such other office or agency as the
Company may designate, accompanied by payment in full of an amount equal to the
then applicable Purchase Price multiplied by the number of Warrant Shares then
being purchased upon such exercise.

          (b) Payment may be made either in lawful money of the United States or
by surrender of a note made by the Company and payable to the Registered Holder
with a balance of principal plus accrued and unpaid interest to the date of
surrender equal to the payment required. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
day on which this Warrant shall have been surrendered to the Company as provided
in subsection l(a) above. At such time, the person or persons in whose name or
names any certificates for Warrant Shares shall be issuable upon such exercise
as provided in subsection l(c) below shall be deemed to have become the holder
or holders of record of the Warrant Shares represented by such certificates.

          (c) As soon as practicable after the exercise of the purchase right
represented by this Warrant, the Company, at its expense, will use its best
efforts to cause to be issued in the name of, and delivered to, Registered
Holder, or, subject to the terms and conditions hereof, to such other individual
or entity as Registered Holder (upon payment by Registered Holder of any
applicable transfer taxes) may direct:

               (i) a certificate or certificates for the number of full shares
of Warrant Shares to which Registered Holder shall be entitled upon such
exercise plus, in lieu of any fractional share to which Registered Holder would
otherwise be entitled, cash in an amount determined pursuant to Section 3
hereof; and

               (ii) in case such exercise is in part only, a new warrant or
warrants (dated the date hereof) of like tenor, stating on the face or faces
thereof the number of shares currently stated on the face of this Warrant
(subject to adjustment as provided herein) minus the number of such shares
purchased by Registered Holder upon such exercise as provided in subsection l(a)
above.

          (d) In case the registered holder of any Warrant certificate shall
exercise fewer than all of the Warrants evidenced by such certificate, the
Company shall promptly countersign and deliver to the registered holder of such
certificate, or to his duly authorized assigns, a new certificate evidencing the
number of Warrants that were not so exercised.

          (e) Each person in whose name any certificate for securities is issued
upon the exercise of Warrants shall for all purposes be deemed to have become
the holder of record of the securities represented thereby as of, and such
certificate shall be dated, the date upon which the Warrant certificate was duly
surrendered in proper form and


                                       2


payment of the Purchase Price (and of any applicable taxes or other governmental
charges) was made; provided, however, that if the date of such surrender and
payment is a date on which the stock transfer books of the Company are closed,
such person shall be deemed to have become the record holder of such shares as
of, and the certificate for such shares shall be dated, the next succeeding
business day on which the stock transfer books of the Company are open (whether
before, on or after the Expiration Date) and the Company shall be under no duty
to deliver the certificate for such shares until such date. The Company
covenants and agrees that it shall not cause its stock transfer books to be
closed for a period of more than 10 consecutive business days except upon
consolidation, merger, sale of all or substantially all of its assets,
dissolution or liquidation or as otherwise provided by law. The Company shall
pay all documentary, stamp or other transactional taxes attributable to the
issuance or delivery of shares upon exercise of the Warrants.

     2. Adjustments.

          (a) Split, Subdivision or Combination of Shares. If the outstanding
shares of the Company's Common Stock at any time while this Warrant remains
outstanding and unexpired shall be subdivided or split into a greater number of
shares, or a dividend in Common Stock shall be paid in respect of Common Stock,
the Purchase Price in effect immediately prior to such subdivision or at the
record date of such dividend, simultaneously with the effectiveness of such
subdivision or split or immediately after the record date of such dividend (as
the case may be), shall be proportionately decreased. If the outstanding shares
of Common Stock shall be combined or reverse-split into a smaller number of
shares, the Purchase Price in effect immediately prior to such combination or
reverse split, simultaneously with the effectiveness of such combination or
reverse split, shall be proportionately increased. When any adjustment is
required to be made in the Purchase Price, the number of shares of Warrant
Shares purchasable upon the exercise of this Warrant shall be changed to the
number determined by dividing (i) an amount equal to the number of shares
issuable upon the exercise of this Warrant immediately prior to such adjustment,
multiplied by the Purchase Price in effect immediately prior to such adjustment,
by (ii) the Purchase Price in effect immediately after such adjustment.

          (b) Reclassification, Reorganization, Consolidation or Merger. In the
case of any reclassification of the Common Stock (other than a change in par
value or a subdivision or combination as provided for in subsection 2(a) above),
or any reorganization, consolidation or merger of the Company with or into
another corporation (other than a merger or reorganization with respect to which
the Company is the continuing corporation and which does not result in any
reclassification of the Common Stock), or a transfer of all or substantially all
of the assets of the Company, or the payment of a liquidating distribution then,
as part of any such reorganization, reclassification, consolidation, merger,
sale or liquidating distribution, lawful provision shall be made so that
Registered Holder shall have the right thereafter to receive upon the exercise
hereof, the kind and amount of shares of stock or other securities or property


                                       3


which Registered Holder would have been entitled to receive if, immediately
prior to any such reorganization, reclassification, consolidation, merger, sale
or liquidating distribution, as the case may be, Registered Holder had held the
number of shares of Common Stock which were then purchasable upon the exercise
of this Warrant. In any such case, appropriate adjustment (as reasonably
determined by the Board of Directors of the Company) shall be made in the
application of the provisions set forth herein with respect to the rights and
interests thereafter of Registered Holder such that the provisions set forth in
this Section 2 (including provisions with respect to the Purchase Price) shall
thereafter be applicable, as nearly as is reasonably practicable, in relation to
any shares of stock or other securities or property thereafter deliverable upon
the exercise of this Warrant.

          (c) Price Adjustment. No adjustment in the per share exercise price
shall be required unless such adjustment would require an increase or decrease
in the Purchase Price of at least $0.01, provided, however, that any adjustments
which by reason of this paragraph are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 2 shall be made to the nearest cent or to the nearest 1/100th
of a share, as the case may be.

          (d) Price Reduction. Notwithstanding any other provision set forth in
this Warrant, at any time and from time to time during the period that this
Warrant is exercisable, the Company in its sole discretion may reduce the
Purchase Price or extend the period during which this Warrant is exercisable.

          (e) No Impairment. The Company will not, by amendment of its Articles
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company but will at all
times in good faith assist in the carrying out of all the provisions of this
Section 2 and in the taking of all such actions as may be necessary or
appropriate in order to protect against impairment of the rights of Registered
Holder to adjustments in the Purchase Price.

          (f) Notice of Adjustment. Upon any adjustment of the Purchase Price,
number of shares the Warrants are exercisable for, or extension of the Warrant
exercise period, the Company shall forthwith give written notice thereto to
Registered Holder describing the event requiring the adjustment, stating the
adjusted Purchase Price and the adjusted number of shares purchasable upon the
exercise hereof resulting from such event, and setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is
based.

     3. Fractional Shares. The Company shall not be required upon the exercise
of this Warrant to issue any fractional shares, but shall make an adjustment
thereof in cash on the basis of the last sale price of the Warrant Shares on the
over-the-counter


                                       4


market as reported by Nasdaq or on a national securities exchange on the trading
day immediately prior to the date of exercise, whichever is applicable, or if
neither is applicable, then on the basis of the then fair market value of the
Warrant Shares as shall be reasonably determined by the Board of Directors of
the Company.

     4. Limitation on Sales. (a) Each holder of this Warrant acknowledges that
this Warrant and the Warrant Shares, as of the date of original issuance of this
Warrant, have not been registered under the Securities Act of 1933, as amended
("Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or
otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise
in the absence of (i) an effective registration statement under the Act as to
this Warrant or such Warrant Shares or (ii) an opinion of counsel, satisfactory
to the Company, that such registration and qualification are not required. The
Warrant Shares issued upon exercise thereof shall be imprinted with a legend in
substantially the following form:

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR APPLICABLE STATE
SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE
ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

          (b) The Registered Holder represents that he is an "accredited
investor" as such term is defined in the Act and the rules adopted thereunder
and is familiar with the types of risks inherent in the acquisition of
securities such as the Company's shares or warrants.

     5. Certain Dividends. If the Company pays a dividend or makes a
distribution on the Common Stock ("Dividend"), other than a cash dividend or a
stock dividend payable in shares of Common Stock, then the Company will pay or
distribute to Registered Holder, upon the exercise hereof, in addition to the
Warrant Shares purchased upon such exercise, the Dividend which would have been
paid to such Registered Holder if it had been the owner of record of such
Warrant Shares immediately prior to the date on which a record is taken for such
Dividend or, if no record is taken, the date as of which the record holders of
Common Stock entitled to such Dividend are determined.

     6. Registration Rights of Registered Holder. The Company and Registered
Holder have entered into a Registration Rights Agreement, dated the date hereof,
with respect to the Warrant Shares, pursuant to which the Company has agreed to
use its reasonable best efforts to prepare and file a Registration Statement
under the Act ("Registration Statement") with the Securities and Exchange
Commission.

                                       5


     7. Notices of Record Date. In case:

          (a) the Company shall take a record of the holders of its Common Stock
(or other stock or securities at the time deliverable upon the exercise of this
Warrant) for the purpose of entitling or enabling them to receive any dividend
or other distribution, or to receive any right to subscribe for or purchase any
shares of any class or any other securities, or to receive any other right, or

          (b) of any capital reorganization of the Company, any reclassification
of the capital stock of the Company, any consolidation or merger of the Company
with or into another corporation (other than a consolidation or merger in which
the Company is the surviving entity), or any transfer of all or substantially
all of the assets of the Company, or

          (c) of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company, then, and in each such case, the Company will mail or
cause to be mailed to Registered Holder a notice specifying, as the case may be,
(i) the date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock (or such other stock or securities at the
time deliverable upon the exercise of this Warrant) shall be entitled to
exchange their shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up. Such notice shall be mailed at least twenty (20) days prior to the
record date or effective date for the event specified in such notice, provided
that the failure to mail such notice shall not affect the legality or validity
of any such action.

     8. Reservation of Stock. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such shares of Common Stock and other stock, securities and property, as from
time to time shall be issuable upon the exercise of this Warrant. The Company
shall apply for listing, and obtain such listing, for the Warrant Shares on the
American Stock Exchange, at the earliest time that such listing may be obtained
in accordance with the rules and regulations of the American Stock Exchange and
maintain such listing until the seventh anniversary of the date of original
issuance of this Warrant. All shares that may be issued upon exercise of this
Warrant shall, at the time of issuance, be duly authorized, fully paid and
non-assessable.

     9. Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company,


                                       6


or (in the case of mutilation) upon surrender and cancellation of this Warrant,
the Company will issue, in lieu thereof, a new Warrant of like tenor. This
Warrant is exchangeable for new Warrants (containing the same terms as this
Warrant) each representing the right to purchase such number of shares as shall
be designated by the Registered Holder at the time of surrender (but not
exceeding in the aggregate the remaining number of shares of Common Stock which
may be purchased hereunder.

     10. Transfers, etc.

          (a) The Company will maintain a register containing the names and
addresses of Registered Holders. Registered Holder may change its address as
shown on the warrant register by written notice to the Company requesting such
change.

          (b) Until any transfer of this Warrant is made in the warrant
register, the Company may treat Registered Holder as the absolute owner hereof
for all purposes, provided, however, that if and when this Warrant is properly
assigned in blank, the Company may (but shall not be obligated to) treat the
bearer hereof as the absolute owner hereof for all purposes, notwithstanding any
notice to the contrary.

     11. No Rights as Stockholder. Until the exercise of this Warrant,
Registered Holder shall not have or exercise any rights by virtue hereof as a
stockholder of the Company.

     12. Successors. The rights and obligations of the parties to this Warrant
will inure to the benefit of and be binding upon the parties hereto and their
respective heirs, successors, assigns, pledgees, transferees and purchasers.
Without limiting the foregoing, the registration rights set forth in this
Warrant shall inure to the benefit of Registered Holder and Registered Holder's
successors, heirs, pledgees, assignees, transferees and purchasers of this
Warrant and the Warrant Shares.

     13. Change or Waiver. Any term of this Warrant may be changed or waived
only by an instrument in writing signed by the party against which enforcement
of the change or waiver is sought.

     14. Headings. The headings in this Warrant are for purposes of reference
only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.

     15. Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York as such laws are applied to
contracts made and to be fully performed entirely within that state between
residents of that state.

     16. Jurisdiction and Venue. The Company and Registered Holder (i) agree
that any legal suit, action or proceeding arising out of or relating to this
Warrant shall be instituted exclusively in New York State Supreme Court, County
of New York or in the


                                       7


United States District Court for the Southern District of New York, (ii) waives
any objection to the venue of any such suit, action or proceeding and the right
to assert that such forum is not a convenient forum for such suit, action or
proceeding, and (iii) irrevocably consent to the jurisdiction of the New York
State Supreme Court, County of New York, and the United States District Court
for the Southern District of New York in any such suit, action or proceeding,
and the Company and Registered Holder further agree to accept and acknowledge
service or any and all process which may be served in any such suit, action or
proceeding in New York State Supreme Court, County of New York or in the United
States District Court for the Southern District of New York and agrees that
service of process upon it mailed by certified mail to its address shall be
deemed in every respect effective service of process upon it in any suit, action
or proceeding.

     17. Mailing of Notices, etc. All notices and other communications under
this Warrant (except payment) shall be in writing and shall be sufficiently
given if delivered to the addressees in person, by Federal Express or similar
receipt delivery, by facsimile delivery or, if mailed, postage prepaid, by
certified mail, return receipt requested, as follows:


     to Registered Holder:       Martin Hodas
                                 271-19E Grand Central Parkway
                                 Floral Park, NY 11005

     to the Company:             Milestone Scientific Inc.
                                 220 South Orange Avenue
                                 Livingston, New Jersey 07039
                                 Attention: Leonard Osser, President
                                 Fax: (201) 535-2829

     with a copy to:             Morse, Zelnick, Rose & Lander LLP
                                 405 Park Avenue
                                 New York, New York 10022
                                 Attention: Stephen Zelnick, Esq.
                                 Fax: (212) 838-9190


                                       8




or to such other address as any of them, by notice to the other may designate
from time to time. Time shall be counted to, or from, as the case may be, the
delivery in person or by mailing.






Dated: June 4, 2003.




                                                MILESTONE SCIENTIFIC INC.



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





                                                Registered Holder



                                                /s/ Martin Hodas
                                                --------------------------------
                                                Martin Hodas


                                       9



                                    EXHIBIT I

                               NOTICE OF EXERCISE

TO:  Milestone Scientific Inc.
     220 South Orange Avenue
     Livingston, New Jersey 07039

     1. The undersigned hereby elects to purchase________shares of the Common
Stock of Milestone Scientific, Inc., pursuant to terms of the attached Warrant,
and tenders herewith payment of the purchase price of such shares in full,
together with all applicable transfer taxes, if any.

     2. Please issue a certificate or certificates representing said shares of
the Common Stock in the name of the undersigned or in such other name as is
specified below. If the attached Warrant is exercisable for a greater number of
shares than the number set forth in paragraph 1, then please issue another
Warrant in the name of the undersigned or in such other name as is specified
below exercisable for the remaining number of shares.

     3. The undersigned represents that it will sell the shares of Common Stock
pursuant to an effective Registration Statement under the Securities Act of
1933, as amended, or an exemption from registration thereunder.



                                                (Name)


                                                (Address)

                                                (Taxpayer Identification Number)

[print name of Registered Holder]

By:

Title:

Date:



                                       10

EX-4.4

NEITHER THIS WARRANT NOR THE COMMON STOCK WHICH MAY BE ACQUIRED UPON THE
EXERCISE HEREOF ("WARRANT SHARES"), AS OF THE DATE OF ISSUANCE HEREOF, HAS BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER
THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ANY
APPLICABLE STATE SECURITIES LAW, OR IN A TRANSACTION WHICH IS EXEMPT FROM
REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

                                                      For the Purchase of 15,000
                                                          shares of Common Stock


                           WARRANT FOR THE PURCHASE OF
                             SHARES OF COMMON STOCK
                          OF MILESTONE SCIENTIFIC INC.
                            (A Delaware corporation)

     Milestone Scientific Inc., a Delaware corporation (the "Company"), hereby
certifies that for value received:

                           ALAN LITROFF
                           5 Terrace Circle
                           Great Neck, New York 11021

or registered assigns ("Registered Holder"), is entitled, subject to the terms
set forth below, to purchase from the Company, at any time or from time to time
during the period commencing on September 25, 2003, and ending on September 24,
2006 (the "Expiration Date"), 15,000 shares of Common Stock (subject to
adjustment as provided herein), $.001 par value, of the Company ("Common
Stock"), at a per share purchase price of $2.00. The number of shares of Common
Stock purchasable upon exercise of this Warrant, and the purchase price per
share, each as adjusted from time to time pursuant to the provisions of this
Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase
Price", respectively.

     1. Exercise of Warrants. The Registered Holder of any Warrant Certificate
may exercise the Warrants, in whole or in part at any time or from time to time
at or prior to the close of business, on the Expiration Date, at which time the
Warrant Certificates shall be and become wholly void and of no value. Warrants
may be exercised by their holders as follows:




          (a) This Warrant may be exercised by Registered Holder, in whole or in
part, by the surrender of this Warrant (with the Notice of Exercise Form
attached hereto as Exhibit I duly executed by Registered Holder) at the
principal office of the Company, or at such other office or agency as the
Company may designate, accompanied by payment in full of an amount equal to the
then applicable Purchase Price multiplied by the number of Warrant Shares then
being purchased upon such exercise.

          (b) Payment may be made either in lawful money of the United States or
by surrender of a note made by the Company and payable to the Registered Holder
with a balance of principal plus accrued and unpaid interest to the date of
surrender equal to the payment required. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
day on which this Warrant shall have been surrendered to the Company as provided
in subsection l(a) above. At such time, the person or persons in whose name or
names any certificates for Warrant Shares shall be issuable upon such exercise
as provided in subsection l(c) below shall be deemed to have become the holder
or holders of record of the Warrant Shares represented by such certificates.

          (c) As soon as practicable after the exercise of the purchase right
represented by this Warrant, the Company, at its expense, will use its best
efforts to cause to be issued in the name of, and delivered to, Registered
Holder, or, subject to the terms and conditions hereof, to such other individual
or entity as Registered Holder (upon payment by Registered Holder of any
applicable transfer taxes) may direct:

               (i) a certificate or certificates for the number of full shares
of Warrant Shares to which Registered Holder shall be entitled upon such
exercise plus, in lieu of any fractional share to which Registered Holder would
otherwise be entitled, cash in an amount determined pursuant to Section 3
hereof; and

               (ii) in case such exercise is in part only, a new warrant or
warrants (dated the date hereof) of like tenor, stating on the face or faces
thereof the number of shares currently stated on the face of this Warrant
(subject to adjustment as provided herein) minus the number of such shares
purchased by Registered Holder upon such exercise as provided in subsection l(a)
above.

          (d) In case the registered holder of any Warrant certificate shall
exercise fewer than all of the Warrants evidenced by such certificate, the
Company shall promptly countersign and deliver to the registered holder of such
certificate, or to his duly authorized assigns, a new certificate evidencing the
number of Warrants that were not so exercised.

          (e) Each person in whose name any certificate for securities is issued
upon the exercise of Warrants shall for all purposes be deemed to have become
the holder of record of the securities represented thereby as of, and such
certificate shall be dated, the date upon which the Warrant certificate was duly
surrendered in proper form and


                                       2


payment of the Purchase Price (and of any applicable taxes or other governmental
charges) was made; provided, however, that if the date of such surrender and
payment is a date on which the stock transfer books of the Company are closed,
such person shall be deemed to have become the record holder of such shares as
of, and the certificate for such shares shall be dated, the next succeeding
business day on which the stock transfer books of the Company are open (whether
before, on or after the Expiration Date) and the Company shall be under no duty
to deliver the certificate for such shares until such date. The Company
covenants and agrees that it shall not cause its stock transfer books to be
closed for a period of more than 10 consecutive business days except upon
consolidation, merger, sale of all or substantially all of its assets,
dissolution or liquidation or as otherwise provided by law. The Company shall
pay all documentary, stamp or other transactional taxes attributable to the
issuance or delivery of shares upon exercise of the Warrants.

     2. Adjustments.

          (a) Split, Subdivision or Combination of Shares. If the outstanding
shares of the Company's Common Stock at any time while this Warrant remains
outstanding and unexpired shall be subdivided or split into a greater number of
shares, or a dividend in Common Stock shall be paid in respect of Common Stock,
the Purchase Price in effect immediately prior to such subdivision or at the
record date of such dividend, simultaneously with the effectiveness of such
subdivision or split or immediately after the record date of such dividend (as
the case may be), shall be proportionately decreased. If the outstanding shares
of Common Stock shall be combined or reverse-split into a smaller number of
shares, the Purchase Price in effect immediately prior to such combination or
reverse split, simultaneously with the effectiveness of such combination or
reverse split, shall be proportionately increased. When any adjustment is
required to be made in the Purchase Price, the number of shares of Warrant
Shares purchasable upon the exercise of this Warrant shall be changed to the
number determined by dividing (i) an amount equal to the number of shares
issuable upon the exercise of this Warrant immediately prior to such adjustment,
multiplied by the Purchase Price in effect immediately prior to such adjustment,
by (ii) the Purchase Price in effect immediately after such adjustment.

          (b) Reclassification, Reorganization, Consolidation or Merger. In the
case of any reclassification of the Common Stock (other than a change in par
value or a subdivision or combination as provided for in subsection 2(a) above),
or any reorganization, consolidation or merger of the Company with or into
another corporation (other than a merger or reorganization with respect to which
the Company is the continuing corporation and which does not result in any
reclassification of the Common Stock), or a transfer of all or substantially all
of the assets of the Company, or the payment of a liquidating distribution then,
as part of any such reorganization, reclassification, consolidation, merger,
sale or liquidating distribution, lawful provision shall be made so that
Registered Holder shall have the right thereafter to receive upon the exercise
hereof, the kind and amount of shares of stock or other securities or property


                                       3


which Registered Holder would have been entitled to receive if, immediately
prior to any such reorganization, reclassification, consolidation, merger, sale
or liquidating distribution, as the case may be, Registered Holder had held the
number of shares of Common Stock which were then purchasable upon the exercise
of this Warrant. In any such case, appropriate adjustment (as reasonably
determined by the Board of Directors of the Company) shall be made in the
application of the provisions set forth herein with respect to the rights and
interests thereafter of Registered Holder such that the provisions set forth in
this Section 2 (including provisions with respect to the Purchase Price) shall
thereafter be applicable, as nearly as is reasonably practicable, in relation to
any shares of stock or other securities or property thereafter deliverable upon
the exercise of this Warrant.

          (c) Price Adjustment. No adjustment in the per share exercise price
shall be required unless such adjustment would require an increase or decrease
in the Purchase Price of at least $0.01, provided, however, that any adjustments
which by reason of this paragraph are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 2 shall be made to the nearest cent or to the nearest 1/100th
of a share, as the case may be.

          (d) Price Reduction. Notwithstanding any other provision set forth in
this Warrant, at any time and from time to time during the period that this
Warrant is exercisable, the Company in its sole discretion may reduce the
Purchase Price or extend the period during which this Warrant is exercisable.

          (e) No Impairment. The Company will not, by amendment of its Articles
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company but will at all
times in good faith assist in the carrying out of all the provisions of this
Section 2 and in the taking of all such actions as may be necessary or
appropriate in order to protect against impairment of the rights of Registered
Holder to adjustments in the Purchase Price.

          (f) Notice of Adjustment. Upon any adjustment of the Purchase Price,
number of shares the Warrants are exercisable for, or extension of the Warrant
exercise period, the Company shall forthwith give written notice thereto to
Registered Holder describing the event requiring the adjustment, stating the
adjusted Purchase Price and the adjusted number of shares purchasable upon the
exercise hereof resulting from such event, and setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is
based.

     3. Fractional Shares. The Company shall not be required upon the exercise
of this Warrant to issue any fractional shares, but shall make an adjustment
thereof in cash on the basis of the last sale price of the Warrant Shares on the
over-the-counter


                                       4


market as reported by Nasdaq or on a national securities exchange on the trading
day immediately prior to the date of exercise, whichever is applicable, or if
neither is applicable, then on the basis of the then fair market value of the
Warrant Shares as shall be reasonably determined by the Board of Directors of
the Company.

     4. Limitation on Sales. (a) Each holder of this Warrant acknowledges that
this Warrant and the Warrant Shares, as of the date of original issuance of this
Warrant, have not been registered under the Securities Act of 1933, as amended
("Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or
otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise
in the absence of (i) an effective registration statement under the Act as to
this Warrant or such Warrant Shares or (ii) an opinion of counsel, satisfactory
to the Company, that such registration and qualification are not required. The
Warrant Shares issued upon exercise thereof shall be imprinted with a legend in
substantially the following form:

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR APPLICABLE STATE
SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE
ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

          (b) The Registered Holder represents that he is an "accredited
investor" as such term is defined in the Act and the rules adopted thereunder
and is familiar with the types of risks inherent in the acquisition of
securities such as the Company's shares or warrants.

     5. Certain Dividends. If the Company pays a dividend or makes a
distribution on the Common Stock ("Dividend"), other than a cash dividend or a
stock dividend payable in shares of Common Stock, then the Company will pay or
distribute to Registered Holder, upon the exercise hereof, in addition to the
Warrant Shares purchased upon such exercise, the Dividend which would have been
paid to such Registered Holder if it had been the owner of record of such
Warrant Shares immediately prior to the date on which a record is taken for such
Dividend or, if no record is taken, the date as of which the record holders of
Common Stock entitled to such Dividend are determined.

     6. Notices of Record Date. In case:

          (a) the Company shall take a record of the holders of its Common Stock
(or other stock or securities at the time deliverable upon the exercise of this
Warrant) for the purpose of entitling or enabling them to receive any dividend
or other


                                       5


distribution, or to receive any right to subscribe for or purchase any shares of
any class or any other securities, or to receive any other right, or

          (b) of any capital reorganization of the Company, any reclassification
of the capital stock of the Company, any consolidation or merger of the Company
with or into another corporation (other than a consolidation or merger in which
the Company is the surviving entity), or any transfer of all or substantially
all of the assets of the Company, or

          (c) of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company, then, and in each such case, the Company will mail or
cause to be mailed to Registered Holder a notice specifying, as the case may be,
(i) the date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock (or such other stock or securities at the
time deliverable upon the exercise of this Warrant) shall be entitled to
exchange their shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up. Such notice shall be mailed at least twenty (20) days prior to the
record date or effective date for the event specified in such notice, provided
that the failure to mail such notice shall not affect the legality or validity
of any such action.

     7. Reservation of Stock. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such shares of Common Stock and other stock, securities and property, as from
time to time shall be issuable upon the exercise of this Warrant. The Company
shall apply for listing, and obtain such listing, for the Warrant Shares on the
American Stock Exchange, at the earliest time that such listing may be obtained
in accordance with the rules and regulations of the American Stock Exchange and
maintain such listing until the seventh anniversary of the date of original
issuance of this Warrant. All shares that may be issued upon exercise of this
Warrant shall, at the time of issuance, be duly authorized, fully paid and
non-assessable.

     8. Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor. This Warrant is exchangeable for new Warrants (containing
the same terms as this Warrant) each representing the right to purchase such
number of shares as shall be designated by the


                                       6


Registered Holder at the time of surrender (but not exceeding in the aggregate
the remaining number of shares of Common Stock which may be purchased hereunder.

     9. Transfers, etc.

          (a) The Company will maintain a register containing the names and
addresses of Registered Holders. Registered Holder may change its address as
shown on the warrant register by written notice to the Company requesting such
change.

          (b) Until any transfer of this Warrant is made in the warrant
register, the Company may treat Registered Holder as the absolute owner hereof
for all purposes, provided, however, that if and when this Warrant is properly
assigned in blank, the Company may (but shall not be obligated to) treat the
bearer hereof as the absolute owner hereof for all purposes, notwithstanding any
notice to the contrary.

     10. No Rights as Stockholder. Until the exercise of this Warrant,
Registered Holder shall not have or exercise any rights by virtue hereof as a
stockholder of the Company.

     11. Successors. The rights and obligations of the parties to this Warrant
will inure to the benefit of and be binding upon the parties hereto and their
respective heirs, successors, assigns, pledgees, transferees and purchasers.
Without limiting the foregoing, the registration rights set forth in this
Warrant shall inure to the benefit of Registered Holder and Registered Holder's
successors, heirs, pledgees, assignees, transferees and purchasers of this
Warrant and the Warrant Shares.

     12. Change or Waiver. Any term of this Warrant may be changed or waived
only by an instrument in writing signed by the party against which enforcement
of the change or waiver is sought.

     13. Headings. The headings in this Warrant are for purposes of reference
only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.

     14. Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York as such laws are applied to
contracts made and to be fully performed entirely within that state between
residents of that state.

     15. Jurisdiction and Venue. The Company and Registered Holder (i) agree
that any legal suit, action or proceeding arising out of or relating to this
Warrant shall be instituted exclusively in New York State Supreme Court, County
of New York or in the United States District Court for the Southern District of
New York, (ii) waives any objection to the venue of any such suit, action or
proceeding and the right to assert that such forum is not a convenient forum for
such suit, action or proceeding, and (iii) irrevocably consent to the
jurisdiction of the New York State Supreme Court, County of


                                       7


New York, and the United States District Court for the Southern District of New
York in any such suit, action or proceeding, and the Company and Registered
Holder further agree to accept and acknowledge service or any and all process
which may be served in any such suit, action or proceeding in New York State
Supreme Court, County of New York or in the United States District Court for the
Southern District of New York and agrees that service of process upon it mailed
by certified mail to its address shall be deemed in every respect effective
service of process upon it in any suit, action or proceeding.

     16. Mailing of Notices, etc. All notices and other communications under
this Warrant (except payment) shall be in writing and shall be sufficiently
given if delivered to the addressees in person, by Federal Express or similar
receipt delivery, by facsimile delivery or, if mailed, postage prepaid, by
certified mail, return receipt requested, as follows:

     to Registered Holder:             Alan Litroff
                                       5 Terrace Circle
                                       Great Neck, New York 11021

     to the Company:                   Milestone Scientific Inc.
                                       220 South Orange Avenue
                                       Livingston, New Jersey 07039
                                       Attention: Leonard Osser, President
                                       Fax: (201) 535-2829

     with a copy to:                   Morse, Zelnick, Rose & Lander LLP
                                       405 Park Avenue
                                       New York, New York 10022
                                       Attention: Stephen Zelnick, Esq.
                                       Fax: (212) 838-9190


                                       8




or to such other address as any of them, by notice to the other may designate
from time to time. Time shall be counted to, or from, as the case may be, the
delivery in person or by mailing.




Dated: September 25, 2003.




                                              MILESTONE SCIENTIFIC INC.



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





                                              Registered Holder


                                              /s/ Alan Litroff
                                              ----------------------
                                              Alan Litroff


                                       9



                                    EXHIBIT I

                               NOTICE OF EXERCISE

TO:  Milestone Scientific Inc.
     220 South Orange Avenue
     Livingston, New Jersey 07039

     1. The undersigned hereby elects to purchase________shares of the Common
Stock of Milestone Scientific, Inc., pursuant to terms of the attached Warrant,
and tenders herewith payment of the purchase price of such shares in full,
together with all applicable transfer taxes, if any.

     2. Please issue a certificate or certificates representing said shares of
the Common Stock in the name of the undersigned or in such other name as is
specified below. If the attached Warrant is exercisable for a greater number of
shares than the number set forth in paragraph 1, then please issue another
Warrant in the name of the undersigned or in such other name as is specified
below exercisable for the remaining number of shares.

     3. The undersigned represents that it will sell the shares of Common Stock
pursuant to an effective Registration Statement under the Securities Act of
1933, as amended, or an exemption from registration thereunder.



                                                (Name)


                                                (Address)

                                                (Taxpayer Identification Number)


[print name of Registered Holder]

By:

Title:

Date:



                                       10

EX-4.6

                            MILESTONE SCIENTIFIC INC.

                             STOCK OPTION AGREEMENT

                                                     Dated: As of April 16, 2004

     Milestone Scientific Inc. a Delaware corporation (the "COMPANY"), grants to
Marina Co., c/o Morse, Zelnick, Rose & Lander, 405 Park Avenue, New York, NY
10022 (the "OPTIONEE"), a stock option to purchase a total of 160,000 shares of
the Company's Common Stock, par value $.001 per share, at $3.26 per share on the
terms and conditions set forth herein.

     1.   DURATION.

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

     2.   CHARACTERIZATION OF OPTIONS.

          Intentionally omitted.

     3.   ANTI-DILUTION PROVISIONS.

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

          (b) If there is any other change in the Common Stock of the Company,
including recapitalization, reorganization, sale or exchange of assets, exchange
of shares, offering of subscription rights, or a merger or consolidation in
which the Company is the surviving corporation, an adjustment, if any, shall be
made in the shares then subject to this option as the Board of Directors may
deem equitable. Failure of the Board of Directors to provide for an adjustment
pursuant to this subparagraph prior to the effective date of any



Company action referred to herein shall be conclusive evidence that no
adjustment is required in consequence of such action.

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

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

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



                                       2


     5.   NON-TRANSFERABILITY.

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

     6.   CERTAIN RIGHTS NOT CONFERRED BY OPTION.

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

     7.   EXPENSES.

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

     8.   EXERCISE OF OPTIONS.

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

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

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


                                       3


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

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


                                                     MILESTONE SCIENTIFIC INC.



                                                     By: /s/ Thomas M. Stuckey
                                                         -----------------------
                                                         Thomas M. Stuckey
                                                         Chief Financial Officer


Accepted as of the date
first set forth above.




OPTIONEE

Marina Co.



By: /s/ Stephen Zelnick
    ---------------------
    Stephen Zelnick, Esq.


                                       4

EX-4.7

NEITHER THIS WARRANT NOR THE COMMON STOCK WHICH MAY BE ACQUIRED UPON THE
EXERCISE HEREOF ("WARRANT SHARES"), AS OF THE DATE OF ISSUANCE HEREOF, HAS BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER
THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ANY
APPLICABLE STATE SECURITIES LAW, OR IN A TRANSACTION WHICH IS EXEMPT FROM
REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

                                                      For the Purchase of 80,000
                                                          shares of Common Stock


                           WARRANT FOR THE PURCHASE OF
                             SHARES OF COMMON STOCK
                          OF MILESTONE SCIENTIFIC INC.
                            (A Delaware corporation)

     Milestone Scientific Inc., a Delaware corporation (the "Company"), hereby
certifies that for value received:

                        MARINA CO.
                        c/o Morse, Zelnick, Rose & Lander
                        405 Park Avenue
                        New York, NY  10022

or registered assigns ("Registered Holder"), is entitled, subject to the terms
set forth below, to purchase from the Company, at any time or from time to time
during the period commencing on April 16, 2004, and ending on April 16, 2009
(the "Expiration Date"), 80,000 shares of Common Stock (subject to adjustment as
provided herein), $.001 par value, of the Company ("Common Stock"), at a per
share purchase price of $4.89. The number of shares of Common Stock purchasable
upon exercise of this Warrant, and the purchase price per share, each as
adjusted from time to time pursuant to the provisions of this Warrant, are
hereinafter referred to as the "Warrant Shares" and the "Purchase Price",
respectively.

     1. Exercise of Warrants. The Registered Holder of any Warrant Certificate
may exercise the Warrants, in whole or in part at any time or from time to time
at or prior to the close of business, on the Expiration Date, at which time the
Warrant Certificates shall be and become wholly void and of no value. Warrants
may be exercised by their holders as follows:




          (a) This Warrant may be exercised by Registered Holder, in whole or in
part, by the surrender of this Warrant (with the Notice of Exercise Form
attached hereto as Exhibit I duly executed by Registered Holder) at the
principal office of the Company, or at such other office or agency as the
Company may designate, accompanied by payment in full of an amount equal to the
then applicable Purchase Price multiplied by the number of Warrant Shares then
being purchased upon such exercise.

          (b) Payment may be made either in lawful money of the United States or
by surrender of a note made by the Company and payable to the Registered Holder
with a balance of principal plus accrued and unpaid interest to the date of
surrender equal to the payment required. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
day on which this Warrant shall have been surrendered to the Company as provided
in subsection l(a) above. At such time, the person or persons in whose name or
names any certificates for Warrant Shares shall be issuable upon such exercise
as provided in subsection l(c) below shall be deemed to have become the holder
or holders of record of the Warrant Shares represented by such certificates.

          (c) As soon as practicable after the exercise of the purchase right
represented by this Warrant, the Company, at its expense, will use its best
efforts to cause to be issued in the name of, and delivered to, Registered
Holder, or, subject to the terms and conditions hereof, to such other individual
or entity as Registered Holder (upon payment by Registered Holder of any
applicable transfer taxes) may direct:

               (i) a certificate or certificates for the number of full shares
of Warrant Shares to which Registered Holder shall be entitled upon such
exercise plus, in lieu of any fractional share to which Registered Holder would
otherwise be entitled, cash in an amount determined pursuant to Section 3
hereof; and

               (ii) in case such exercise is in part only, a new warrant or
warrants (dated the date hereof) of like tenor, stating on the face or faces
thereof the number of shares currently stated on the face of this Warrant
(subject to adjustment as provided herein) minus the number of such shares
purchased by Registered Holder upon such exercise as provided in subsection l(a)
above.

          (d) In case the registered holder of any Warrant certificate shall
exercise fewer than all of the Warrants evidenced by such certificate, the
Company shall promptly countersign and deliver to the registered holder of such
certificate, or to his duly authorized assigns, a new certificate evidencing the
number of Warrants that were not so exercised.

          (e) Each person in whose name any certificate for securities is issued
upon the exercise of Warrants shall for all purposes be deemed to have become
the holder of record of the securities represented thereby as of, and such
certificate shall be dated,


                                       2


the date upon which the Warrant certificate was duly surrendered in proper form
and payment of the Purchase Price (and of any applicable taxes or other
governmental charges) was made; provided, however, that if the date of such
surrender and payment is a date on which the stock transfer books of the Company
are closed, such person shall be deemed to have become the record holder of such
shares as of, and the certificate for such shares shall be dated, the next
succeeding business day on which the stock transfer books of the Company are
open (whether before, on or after the Expiration Date) and the Company shall be
under no duty to deliver the certificate for such shares until such date. The
Company covenants and agrees that it shall not cause its stock transfer books to
be closed for a period of more than 10 consecutive business days except upon
consolidation, merger, sale of all or substantially all of its assets,
dissolution or liquidation or as otherwise provided by law. The Company shall
pay all documentary, stamp or other transactional taxes attributable to the
issuance or delivery of shares upon exercise of the Warrants.

     2. Adjustments.

          (a) Split, Subdivision or Combination of Shares. If the outstanding
shares of the Company's Common Stock at any time while this Warrant remains
outstanding and unexpired shall be subdivided or split into a greater number of
shares, or a dividend in Common Stock shall be paid in respect of Common Stock,
the Purchase Price in effect immediately prior to such subdivision or at the
record date of such dividend, simultaneously with the effectiveness of such
subdivision or split or immediately after the record date of such dividend (as
the case may be), shall be proportionately decreased. If the outstanding shares
of Common Stock shall be combined or reverse-split into a smaller number of
shares, the Purchase Price in effect immediately prior to such combination or
reverse split, simultaneously with the effectiveness of such combination or
reverse split, shall be proportionately increased. When any adjustment is
required to be made in the Purchase Price, the number of shares of Warrant
Shares purchasable upon the exercise of this Warrant shall be changed to the
number determined by dividing (i) an amount equal to the number of shares
issuable upon the exercise of this Warrant immediately prior to such adjustment,
multiplied by the Purchase Price in effect immediately prior to such adjustment,
by (ii) the Purchase Price in effect immediately after such adjustment.

          (b) Reclassification, Reorganization, Consolidation or Merger. In the
case of any reclassification of the Common Stock (other than a change in par
value or a subdivision or combination as provided for in subsection 2(a) above),
or any reorganization, consolidation or merger of the Company with or into
another corporation (other than a merger or reorganization with respect to which
the Company is the continuing corporation and which does not result in any
reclassification of the Common Stock), or a transfer of all or substantially all
of the assets of the Company, or the payment of a liquidating distribution then,
as part of any such reorganization, reclassification, consolidation, merger,
sale or liquidating distribution, lawful provision shall be made so that
Registered Holder shall have the right thereafter to receive upon the


                                       3


exercise hereof, the kind and amount of shares of stock or other securities or
property which Registered Holder would have been entitled to receive if,
immediately prior to any such reorganization, reclassification, consolidation,
merger, sale or liquidating distribution, as the case may be, Registered Holder
had held the number of shares of Common Stock which were then purchasable upon
the exercise of this Warrant. In any such case, appropriate adjustment (as
reasonably determined by the Board of Directors of the Company) shall be made in
the application of the provisions set forth herein with respect to the rights
and interests thereafter of Registered Holder such that the provisions set forth
in this Section 2 (including provisions with respect to the Purchase Price)
shall thereafter be applicable, as nearly as is reasonably practicable, in
relation to any shares of stock or other securities or property thereafter
deliverable upon the exercise of this Warrant.

          (c) Price Adjustment. No adjustment in the per share exercise price
shall be required unless such adjustment would require an increase or decrease
in the Purchase Price of at least $0.01, provided, however, that any adjustments
which by reason of this paragraph are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 2 shall be made to the nearest cent or to the nearest 1/100th
of a share, as the case may be.

          (d) Price Reduction. Notwithstanding any other provision set forth in
this Warrant, at any time and from time to time during the period that this
Warrant is exercisable, the Company in its sole discretion may reduce the
Purchase Price or extend the period during which this Warrant is exercisable.

          (e) No Impairment. The Company will not, by amendment of its Articles
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company but will at all
times in good faith assist in the carrying out of all the provisions of this
Section 2 and in the taking of all such actions as may be necessary or
appropriate in order to protect against impairment of the rights of Registered
Holder to adjustments in the Purchase Price.

          (f) Notice of Adjustment. Upon any adjustment of the Purchase Price,
number of shares the Warrants are exercisable for, or extension of the Warrant
exercise period, the Company shall forthwith give written notice thereto to
Registered Holder describing the event requiring the adjustment, stating the
adjusted Purchase Price and the adjusted number of shares purchasable upon the
exercise hereof resulting from such event, and setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is
based.

     3. Fractional Shares. The Company shall not be required upon the exercise
of this Warrant to issue any fractional shares, but shall make an adjustment
thereof in


                                       4


cash on the basis of the last sale price of the Warrant Shares on the
over-the-counter market as reported by Nasdaq or on a national securities
exchange on the trading day immediately prior to the date of exercise, whichever
is applicable, or if neither is applicable, then on the basis of the then fair
market value of the Warrant Shares as shall be reasonably determined by the
Board of Directors of the Company.

     4. Limitation on Sales. (a) Each holder of this Warrant acknowledges that
this Warrant and the Warrant Shares, as of the date of original issuance of this
Warrant, have not been registered under the Securities Act of 1933, as amended
("Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or
otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise
in the absence of (i) an effective registration statement under the Act as to
this Warrant or such Warrant Shares or (ii) an opinion of counsel, satisfactory
to the Company, that such registration and qualification are not required. The
Warrant Shares issued upon exercise thereof shall be imprinted with a legend in
substantially the following form:

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR APPLICABLE STATE
SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE
ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

          (b) The Registered Holder represents that he is an "accredited
investor" as such term is defined in the Act and the rules adopted thereunder
and is familiar with the types of risks inherent in the acquisition of
securities such as the Company's shares or warrants.

     5. Certain Dividends. If the Company pays a dividend or makes a
distribution on the Common Stock ("Dividend"), other than a cash dividend or a
stock dividend payable in shares of Common Stock, then the Company will pay or
distribute to Registered Holder, upon the exercise hereof, in addition to the
Warrant Shares purchased upon such exercise, the Dividend which would have been
paid to such Registered Holder if it had been the owner of record of such
Warrant Shares immediately prior to the date on which a record is taken for such
Dividend or, if no record is taken, the date as of which the record holders of
Common Stock entitled to such Dividend are determined.

     6. Notices of Record Date. In case:

          (a) the Company shall take a record of the holders of its Common Stock
(or other stock or securities at the time deliverable upon the exercise of this


                                       5


Warrant) for the purpose of entitling or enabling them to receive any dividend
or other distribution, or to receive any right to subscribe for or purchase any
shares of any class or any other securities, or to receive any other right, or

          (b) of any capital reorganization of the Company, any reclassification
of the capital stock of the Company, any consolidation or merger of the Company
with or into another corporation (other than a consolidation or merger in which
the Company is the surviving entity), or any transfer of all or substantially
all of the assets of the Company, or

          (c) of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company, then, and in each such case, the Company will mail or
cause to be mailed to Registered Holder a notice specifying, as the case may be,
(i) the date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock (or such other stock or securities at the
time deliverable upon the exercise of this Warrant) shall be entitled to
exchange their shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up. Such notice shall be mailed at least twenty (20) days prior to the
record date or effective date for the event specified in such notice, provided
that the failure to mail such notice shall not affect the legality or validity
of any such action.

     7. Reservation of Stock. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such shares of Common Stock and other stock, securities and property, as from
time to time shall be issuable upon the exercise of this Warrant. The Company
shall apply for listing, and obtain such listing, for the Warrant Shares on the
American Stock Exchange, at the earliest time that such listing may be obtained
in accordance with the rules and regulations of the American Stock Exchange and
maintain such listing until the seventh anniversary of the date of original
issuance of this Warrant. All shares that may be issued upon exercise of this
Warrant shall, at the time of issuance, be duly authorized, fully paid and
non-assessable.

     8. Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor. This Warrant is exchangeable for new Warrants (containing
the same terms as this Warrant) each representing the right to purchase such
number of shares as shall be designated by the

                                       6


Registered Holder at the time of surrender (but not exceeding in the aggregate
the remaining number of shares of Common Stock which may be purchased hereunder.

     9. Transfers, etc.

          (a) The Company will maintain a register containing the names and
addresses of Registered Holders. Registered Holder may change its address as
shown on the warrant register by written notice to the Company requesting such
change.

          (b) Until any transfer of this Warrant is made in the warrant
register, the Company may treat Registered Holder as the absolute owner hereof
for all purposes, provided, however, that if and when this Warrant is properly
assigned in blank, the Company may (but shall not be obligated to) treat the
bearer hereof as the absolute owner hereof for all purposes, notwithstanding any
notice to the contrary.

     10. No Rights as Stockholder. Until the exercise of this Warrant,
Registered Holder shall not have or exercise any rights by virtue hereof as a
stockholder of the Company.

     11. Successors. The rights and obligations of the parties to this Warrant
will inure to the benefit of and be binding upon the parties hereto and their
respective heirs, successors, assigns, pledgees, transferees and purchasers.
Without limiting the foregoing, the registration rights set forth in this
Warrant shall inure to the benefit of Registered Holder and Registered Holder's
successors, heirs, pledgees, assignees, transferees and purchasers of this
Warrant and the Warrant Shares.

     12. Change or Waiver. Any term of this Warrant may be changed or waived
only by an instrument in writing signed by the party against which enforcement
of the change or waiver is sought.

     13. Headings. The headings in this Warrant are for purposes of reference
only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.

     14. Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York as such laws are applied to
contracts made and to be fully performed entirely within that state between
residents of that state.

     15. Jurisdiction and Venue. The Company and Registered Holder (i) agree
that any legal suit, action or proceeding arising out of or relating to this
Warrant shall be instituted exclusively in New York State Supreme Court, County
of New York or in the United States District Court for the Southern District of
New York, (ii) waives any objection to the venue of any such suit, action or
proceeding and the right to assert that such forum is not a convenient forum for
such suit, action or proceeding, and (iii) irrevocably consent to the
jurisdiction of the New York State Supreme Court, County of


                                       7


New York, and the United States District Court for the Southern District of New
York in any such suit, action or proceeding, and the Company and Registered
Holder further agree to accept and acknowledge service or any and all process
which may be served in any such suit, action or proceeding in New York State
Supreme Court, County of New York or in the United States District Court for the
Southern District of New York and agrees that service of process upon it mailed
by certified mail to its address shall be deemed in every respect effective
service of process upon it in any suit, action or proceeding.

     16. Mailing of Notices, etc. All notices and other communications under
this Warrant (except payment) shall be in writing and shall be sufficiently
given if delivered to the addressees in person, by Federal Express or similar
receipt delivery, by facsimile delivery or, if mailed, postage prepaid, by
certified mail, return receipt requested, as follows:

     to Registered Holder:           Marina Co.
                                     c/o Morse, Zelnick, Rose Lander LLP
                                     405 Park Avenue
                                     New York, NY  10022

     to the Company:                 Milestone Scientific Inc.
                                     220 South Orange Avenue
                                     Livingston, New Jersey 07039
                                     Attention: Leonard Osser, President
                                     Fax: (201) 535-2829

     with a copy to:                 Morse, Zelnick, Rose & Lander LLP
                                     405 Park Avenue
                                     New York, New York 10022
                                     Attention: Stephen Zelnick, Esq.
                                     Fax: (212) 838-9190



                                       8



or to such other address as any of them, by notice to the other may designate
from time to time. Time shall be counted to, or from, as the case may be, the
delivery in person or by mailing.




Dated: April 16, 2004.




                                                     MILESTONE SCIENTIFIC INC.



                                                     By: /s/ Thomas M. Stuckey
                                                         -----------------------
                                                         Thomas M. Stuckey
                                                         Chief Financial Officer





                                                     Registered Holder


                                                     Marina Co.


                                                     By: /s/ Stephen Zelnick
                                                         -----------------------
                                                         Stephen Zelnick, Esq.


                                       9



                                    EXHIBIT I

                               NOTICE OF EXERCISE

TO:  Milestone Scientific Inc.
     220 South Orange Avenue
     Livingston, New Jersey 07039

     1. The undersigned hereby elects to purchase________shares of the Common
Stock of Milestone Scientific, Inc., pursuant to terms of the attached Warrant,
and tenders herewith payment of the purchase price of such shares in full,
together with all applicable transfer taxes, if any.

     2. Please issue a certificate or certificates representing said shares of
the Common Stock in the name of the undersigned or in such other name as is
specified below. If the attached Warrant is exercisable for a greater number of
shares than the number set forth in paragraph 1, then please issue another
Warrant in the name of the undersigned or in such other name as is specified
below exercisable for the remaining number of shares.

     3. The undersigned represents that it will sell the shares of Common Stock
pursuant to an effective Registration Statement under the Securities Act of
1933, as amended, or an exemption from registration thereunder.



                                                (Name)


                                                (Address)

                                                (Taxpayer Identification Number)


[print name of Registered Holder]

By:

Title:

Date:



                                       10

EX-4.8

                            MILESTONE SCIENTIFIC INC.

                             STOCK OPTION AGREEMENT
                                 (NON QUALIFIED)

                                                       Dated: As of May 10, 2004

     Milestone Scientific Inc. a Delaware corporation (the "COMPANY"), grants to
R. Jerry Falkner (the "OPTIONEE"), a stock option to purchase a total of 40,000
shares of the Company's Common Stock, par value $.001 per share, at $2.25 per
share on the terms and conditions set forth herein.

     1.   DURATION.

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

     2.   CHARACTERIZATION OF OPTIONS.

          Intentionally omitted.

     3.   ANTI-DILUTION PROVISIONS.

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

          (b) If there is any other change in the Common Stock of the Company,
including recapitalization, reorganization, sale or exchange of assets, exchange
of shares, offering of subscription rights, or a merger or consolidation in
which the Company is the surviving corporation, an adjustment, if any, shall be
made in the shares then subject to this option as the Board of Directors may
deem equitable. Failure of the Board of Directors to provide for an adjustment
pursuant to this subparagraph prior to the effective date of any



Company action referred to herein shall be conclusive evidence that no
adjustment is required in consequence of such action.

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

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

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


                                       2


     5.   NON-TRANSFERABILITY.

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

     6.   CERTAIN RIGHTS NOT CONFERRED BY OPTION.

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

     7.   EXPENSES.

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

     8.   EXERCISE OF OPTIONS.

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

          13,333        one year after the date of grant

          13,334        two years after the date of grant

          13,333        three years after the date of grant

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


                                       3


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

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

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


                                            MILESTONE SCIENTIFIC INC.



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


Accepted as of the date
first set forth above.



/s/ R. Jerry Falkner
- --------------------
     OPTIONEE


                                       4

EX-4.9

                            MILESTONE SCIENTIFIC INC.

                             STOCK OPTION AGREEMENT
                                 (NON QUALIFIED)

                                                       Dated: As of May 10, 2004

     Milestone Scientific Inc. a Delaware corporation (the "COMPANY"), grants to
(the "OPTIONEE"), a stock option to purchase a total of shares of the Company's
Common Stock, par value $.001 per share, at $4.92 per share on the terms and
conditions set forth herein.

     1.   DURATION.

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

     2.   CHARACTERIZATION OF OPTIONS.

          Intentionally omitted.

     3.   ANTI-DILUTION PROVISIONS.

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

          (b) If there is any other change in the Common Stock of the Company,
including recapitalization, reorganization, sale or exchange of assets, exchange
of shares, offering of subscription rights, or a merger or consolidation in
which the Company is the surviving corporation, an adjustment, if any, shall be
made in the shares then subject to this option as the Board of Directors may
deem equitable. Failure of the Board of Directors to provide for an adjustment
pursuant to this subparagraph prior to the effective date of any



Company action referred to herein shall be conclusive evidence that no
adjustment is required in consequence of such action.

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

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

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

     5.   NON-TRANSFERABILITY.

                                       2


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

     6.   CERTAIN RIGHTS NOT CONFERRED BY OPTION.

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

     7.   EXPENSES.

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

     8.   EXERCISE OF OPTIONS.

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

                       one year after the date of grant

                       two years after the date of grant

                       three years after the date of grant

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

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

                                       3


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

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

                                                MILESTONE SCIENTIFIC INC.



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


Accepted as of the date
first set forth above.



- ----------------------------
         OPTIONEE


                                       4

EX-5.1

                                   EXHIBIT 5.1

                          MORSE, ZELNICK, ROSE & LANDER
                         A LIMITED LIABILITY PARTNERSHIP

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

                                September 2, 2004


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

               Re:   Registration Statement on Form S-3

Ladies and Gentlemen:

     We have acted as counsel to Milestone Scientific, Inc., a Delaware
corporation ("Milestone"), in connection with the preparation of a registration
statement on Form S-3 (the "registration statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), to register the sale by selling stockholders of (a) up to 657,322 shares
of the Company's common stock, par value $.001 per share (the "Common Stock"),
including 456,340 shares of Common Stock issuable upon exercise of outstanding
options and warrants, or on conversion of convertible notes; and (b) 80,000
warrants to purchase one share of Common Stock (the "Warrants").

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

     We and our affiliates are the holders of the following securities: 219,813
shares of Common Stock; options, currently exercisable, to purchase an aggregate
of 231,873 shares of Common Stock; and 110,675 warrants, including the 80,000
Warrants.

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

                                          Very truly yours,


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

EX-23.1

                                  EXHIBIT 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            --------------------------------------------------------


     We consent to the incorporation by reference in the Prospectus constituting
a part of this Registration Statement on Form S-3 of our report dated March 26,
2004, relating to the consolidated financial statements of Milestone, Inc. and
subsidiaries appearing in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 2003. We also consent to the reference to our Firm under
the heading "Experts".



                                             /s/ J.H. Cohn LLP

Roseland, New Jersey
August 31, 2004