8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 31, 2004 (March 30, 2004)

SPECTRX, INC.(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation) 0-22179
(Commission File Numbers) 58-2029543
(I.R.S. Employer Identification Nos.)

6025A Unity Drive
Norcross, Georgia
(Address of Principal Executive Offices) 30071
(Zip Code)

Registrants' Telephone Number, Including Area Code:     (770) 242-8723

(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

	Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
	Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
SIGNATURES
EXHIBIT INDEX
Exhibit 99.1 (Earnings) Press Release, dated March 30, 2004.
Exhibit 99.2 Conference Call Script dated March 31, 2004.

Item 7.         Financial Statements and Exhibits.

                    (c)      Exhibits.

     The following exhibits are filed or furnished with this report:

Exhibit No.	Exhibit Description
99.1	(Earnings) Press Release, dated March 30, 2004
99.2	Conference Call Script, dated March 31, 2004

Item 12.          Results of Operations and Financial Condition.

On March 30, 2004 , the registrant publicly released the registrant's financial results for the third quarter of 2003 as more fully described in the press release, a copy of which is furnished as Exhibit 99.1 hereto and which information is incorporated herein by reference. In addition, the script for the conference call to be held this morning is furnished as Exhibit 99.2 hereto which information is incorporated herein by reference.
 

SIGNATURES

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

	SPECTRX, INC.
	/s/ THOMAS H. MULLER, JR.
	By:	Thomas H. Muller, Jr.
		Executive Vice President and Chief Financial Officer
Date: March 31, 2004

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	(Earnings) Press Release, dated March 30, 2004
99.2	Conference Call Script, dated March 31, 2004

EX-99.1

SpectRx, Inc. (770) 242-8723

Bill Wells - Media

Thomas H. Muller, Jr. - Financial

SpectRx Reports Fourth Quarter and Year-End 2003 Results

Current Highlights:

$7.3 million raised in private placement to support business growth

Additional SimpleChoice^® products planned for 2004

First IRB approval received for pivotal FDA clinical trials of cervical cancer test

$1.7 million in BiliChek product line sale milestones received

Norcross, GA (March 30, 2004) -- SpectRx, Inc. (OTCBB: SPRX) today announced its operating results for the fourth quarter and year-end 2003.

Revenue for the fourth quarter of 2003 was $450,000, compared with revenue of $774,000 in the fourth quarter of 2002. Revenue for all of 2003 was $1.6 million compared to $3.8 million in 2002. The reduction in revenue was primarily due to the sale of the BiliChek^® business to Respironics, Inc. in March 2003.

Net income for the fourth quarter of 2003 was $1.4 million, or $0.13 per basic share and $0.12 per diluted share, compared with a net loss of $2.0 million, or $0.18 per basic and diluted share, in the comparable quarter of 2002. Net income for the quarter reflects a $3.1 million gain on the sale of the BiliChek^® business to Respironics. The gain on the sale includes recognition of $2.0 million of deferred gain from the initial payment in March 2003, $613,000 of net gain from payments received during the fourth quarter upon completion of engineering work and $496,000 of earn out earned during 2003. For the full year, the net loss was $2.9 million, or $0.26 per basic and diluted share, compared with a net loss of $8.8 million, or $0.79 per basic and diluted share, in 2002.

"The recent financing was a key element in our strategy to complete the launch of our SimpleChoice product line and build our diabetes business," said Mark A. Samuels, SpectRx, Inc. chairman and chief executive officer. "We are also seeking separate financing for our cancer activities, which will allow us to recognize our vision of refocusing these elements of the company to better achieve our goals."

Diabetes Business Update -

"We plan to build our insulin delivery business by offering the widest range of insulin pump disposable infusion sets available on the market," said Bill Arthur, SpectRx, Inc. president and chief operating officer. "We are moving aggressively to roll out several new products this year, including the proprietary SimpleChoice patch. As more products are introduced this year, we believe that the SimpleChoice brand will begin to carve out a meaningful share of this growing $360 million worldwide market."

"Additionally, we continue to make progress toward securing a strategic development partner for our other significant diabetes products, one of which is our continuous interstitial fluid sampler, a key component required to design and manufacture a continuous glucose monitor. We are in negotiations with a number of large diabetes companies and it is our plan to have a collaborative partner, or partners, in place this year," Mr. Arthur said.

Cancer Detection Business Update -

"As we continue our move closer to anticipated private financing, we have initiated activities to begin U.S. Food and Drug Administration (FDA) pivotal clinical trials of our non-invasive cervical test," said Keith D. Ignotz, chief executive officer of Guided Therapeutics, Inc., the SpectRx subsidiary company commercializing the non-invasive cervical cancer device. "We have received approval from the first clinical site's Institutional Review Board (IRB) for our FDA-reviewed clinical trial protocols and anticipate enrolling patients shortly after financing."

SpectRx management will hold a conference call to discuss fourth quarter 2003 results on Wednesday, March 31, 2004 at 11 a.m. eastern time. To access the call via telephone, call 800-889-0817 or visit www.ccbn.com or www.fulldisclosure.com for access via the Internet.

About SpectRx, Inc.

SpectRx, Inc. (OTCBB: SPRX) is a diabetes management company developing and providing innovative solutions for insulin delivery and glucose monitoring. SpectRx markets the SimpleChoice^® line of innovative diabetes management products, which include insulin pump disposable supplies. These FDA-cleared products complement its developmental consumer device for continuous glucose monitoring. SpectRx also plans to commercialize its non-invasive cancer detection technology in a separate company through separate financing. For more information, visit SpectRx's web sites at www.spectrx.com, www.mysimplechoice.com and www.guidedtherapeutics.com.

SimpleChoice, SimpleChoice^®easy and SimpleChoice^®patch are trademarks owned by SimpleChoice, a SpectRx company.

The Guided Therapeutics device is an investigational device and limited by federal law to investigational use.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. A number of the matters and subject areas discussed in this report that are not historical or current facts deal with potential future circumstances and developments. The discussion of such matters and subject areas is qualified by the inherent risks and uncertainties surrounding future expectations generally and also may materially differ from SpectRx's actual future experience involving any of or more of such matters and subject areas. SpectRx has attempted to identify, in context, certain of the factors that it currently believes may cause actual future experience and results to differ from SpectRx's current expectations regarding the relevant matter or subject area. Such risks and uncertainties include: the ability of SpectRx to continue as a going concern, the early stage of products in development, the uncertainty of market acceptance of products, the uncertainty of devel opment or effectiveness of distribution channels, the intense competition in the medical device industry, the uncertainty of capital to develop products, the uncertainty of regulatory approval of products, dependence on licensed intellectual property, as well as those that are more fully described from time to time in SpectRx's reports under the heading "Risk Factors" filed with the SEC, including SpectRx's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and subsequent quarterly reports.

In Thousands except per share data

SpectRx, Inc. and Subsidiaries
Consolidated Condensed Statement of Operations (Unaudited)

	Three Months Ended		Year Ended
	Dec. 31		Dec. 31
	2003	2002	2003	2002
Revenue	$450	$774	$1,586	$3,798
Expenses
Cost of Sales	354	451	1,062	1,624
Research & Development	798	1,169	4,108	5,827
Selling, General & Administration	693	566	2,885	4,434
Total Operating Expense	1,845	2,186	8,055	11,885
Operating Loss	(1,395)	(1,412)	(6,469)	(8,087)
Gain on Sale of BiliChek Product Line	$3,107	0	$4,169	0
Interest & Other Income	(213)	(499)	(311)	(418)
Net Income (Loss)	1,499	(1,911)	(2,611)	(8,505)
Preferred Stock Dividends	(73)	(79)	(299)	(315)
Net Income (Loss) Available to Common Stockholders	$1,426	($1,990)	($2,910)	($8,820)
Basic Net Income (Loss) per Share	$0.13	($0.18)	($0.26)	($0.79)
Diluted Net Income (Loss) per Share	$0.12	($0.18)	($0.26)	($0.79)
Basic Weighted Average Shares Outstanding	11,336	11,249	11,270	11,209
Diluted Weighted Average Shares Outstanding	11,600	11,249	11,270	11,209

Selected Balance Sheet Data (Unaudited)

	December 31, 2003	December 31, 2002
Cash Equivalents	$389	$1,287
Working Capital	(1,959)	1,066
Total Assets	6,714	7,472
Accumulated Deficit	(51,010)	(48,100)
Stockholders' Equity (DEFICIT)	(1,583)	836
Redeemable Preferred Stock, Long-term Portion	$3,264	$4,324

###END###

EX-99.2

4Q2003 Conference Call Script

Opening - Bill Wells

Good morning and thank you for participating in the SpectRx conference call and webcast to discuss fourth quarter 2003 results.

For today's call we have: SpectRx Chairman and CEO Mark Samuels, President and Chief Operating Officer Bill Arthur, Executive Vice President and CFO Thos Muller, SpectRx Senior Executive Vice President and CEO of subsidiary company Guided Therapeutics Keith Ignotz and Dr. Mark Faupel, president and chief operating officer of Guided Therapeutics.

This conference call will consist of a management presentation followed by a question and answer session. I want to remind you that during this call the Company will be making forward-looking statements and these statements can obviously differ from actual results, so relying on them is subject to risk. Factors that could cause forward-looking statements in this conference call and webcast to differ materially from actual results are discussed in the company's Form 10-K for the year ending December 31, 2003, and any subsequent filings on Form 10Q and 8K with the Securities and Exchange Commission.

So at this time I will turn the conference call over to Mark Samuels --- please go ahead Mark.

Welcome - MAS

Thank you Bill. I want to welcome everyone to our fourth quarter and year-end 2003 conference call.

I am very pleased to report several important and positive events that show the progress we are making toward our goal of creating a profitable and growing company. Most significant among these is the work of Bill Arthur in directing the diabetes business since he joined the company late last year. Also important is the recently announced financing that allows us to capitalize on those efforts and progress made in moving our cancer detection program forward.

Since coming on board late last year, Bill has focused on improving our distribution and positioning the company for multiple product introductions in the coming months. Although financial constraints created some unavoidable delays, the recent financing should allow us to finally execute on our plan and begin to achieve meaningful sales this year.

To go into more detail about our diabetes business, I'll turn the call over to President and COO Bill Arthur, Bill.........

Thanks Mark.

I believe that SimpleChoice is on the right track to becoming a very successful diabetes-focused business. Because diabetes is such a large growth market, the opportunities for creating a successful business are significant. While we still have a lot of work to do, I'm very excited about what's going on here.

To become the success I think the SimpleChoice brand can be, we are focusing the organization on sales, and the activities required to supply quality products. While it is still early in the game, I believe that our renewed focus is beginning to show early signs of positive results.

The vast majority of persons with diabetes who try our products, like them. We are beginning to convert these people into customers. We are also beginning to see signs that more general dealers, specialty distributors and other resellers are more receptive to our products and the accompanying larger margins.

We are working hard to build customers for life. The key to long-term success in the insulin pump disposable market, I believe, is offering the widest range of innovative infusion sets.

Heretofore our limited product line restricted our ability to compete in the market place. Now that we have funding, we are moving aggressively to finalize designs, manufacture and roll out several new products this year -- including the proprietary SimpleChoice patch. As these new products are introduced, we believe that the SimpleChoice brand this year will begin to carve out a meaningful share of this growing worldwide $360 million market.

Our goal is to become the only supplier to provide a diverse range of infusion sets, which are compatible with all major insulin infusion pump brands. This strategy puts us in the unique position of addressing the largest possible market segment. It is our goal to have a full line of sets on the market by the end of the year, if not before.

We believe that we will be the only company offering the expanded line of infusion sets - including the patch -- to fit all major insulin pump makes and models. We also believe that this strategy will be highly attractive to distributors, emerging OEMs and to providers looking to streamline their formularies.

We are beefing up our product design group with an eye toward quicker new product turn around times. We are also refining our manufacturing processes to wring out costs and improve efficiencies.

We are planning to open up the European market - which could provide a nice lift because the predominate disposable is one we are already selling. Based upon current feedback, we expect to have our CE mark by summer and to be selling in the European insulin pump infusion set market shortly thereafter.

I can't emphasize enough that we are focused and working diligently to make the SimpleChoice product line the success I believe it can be.

PAUSE

Switching gears now to our larger diabetes market opportunity - glucose monitoring. I am happy to report that we are moving the ball forward in our efforts to acquire a strategic development partner.

Our continuous interstitial fluid sampling technology, a key component required to design and manufacture a non-implantable, least invasive continuous glucose monitor, offers unique advantages over products already in the market or planned for the market.

We believe that our technology could be attractive to a number of larger diabetes companies and it is our plan to have a collaborative partner, or partners, in place this year.

With that I'd like to turn the call back over the Mark.

Thanks Bill.

We are very fortunate to have someone like Bill. With his extensive experience in creating the current 700 million dollar insulin pump market, I can't think of anyone who is better suited to help us make the diabetes business a success.

I'd now like to turn the call over to CFO Thos Muller for a more in depth look at financials. Thos.....

Thank you Mark.

The biggest event of 2003 was the sale of our BiliChek infant jaundice business in the first quarter, for $5 million, which we received in 2003 -- plus royalties and earn out potential of an additional $6.25 million over the next four years. Because we sold those assets early in the year, year-to-year comparisons are not as relevant as they would normally be.

During the fourth quarter, we had a total of $69,000 of SimpleChoice sales and $236,000 of revenue from our contracts. We also recognized $146,000 of royalties from sales of BiliCal products by Respironics during 2003 as a consequence of the asset sale agreement.

Revenues for 2003 were $1.6 million versus $3.8 million for last year. Included in last year's revenue was $1.1 million in one-time milestones and most of the remaining $1.2 million difference is less BiliChek revenue, due to the sale of the product line in March of 2003.

Most notable in our quarter and year to date results is our management of expense versus prior year. We continue to control our overall expense level -- with a 14% decrease in overall expenses for the fourth quarter of 2003 as compared to the fourth quarter of the prior year.

Year to date, our experience is even better; overall expenses are down 32% as compared to 2002. Specifically, R&D expense is down by $1.7 million, marketing is lower by $913,000 and G&A is down $635,000. Most of this improvement is due to careful management of expenses -- only $907,000, or 28% of the total reduction, is BiliChek related.

R&D expense reductions are primarily cervical cancer ($1.3 million) but also in glucose monitoring and BiliChek. Improvement in the cervical cancer spending has been greatly aided by the National Cancer Institute grant money.

The reduction in expenses, offset by lower overall revenue in the fourth quarter (due to BiliChek) resulted in a slight decrease in operating loss compared to the fourth quarter of 2002. Fourth quarter net income was highly influenced by the completion of the BiliChek asset sale. We recognized $3.1 million of net gain ($2.0 million deferred gain from the first quarter). As a result, the net income for the quarter was $1.4 million, or $0.13 per basic share and $0.12 per diluted share versus a net loss of $2.0 million, and $0.18 per share loss for the same quarter in 2002.

The year-to-date figures are a little different. Revenue is 58% below prior year, due to the sale of the BiliChek business and milestones of $1.1 million, which occurred in 2002. However, the loss of $1.6 million of gross margin -- compared to prior year -- is more than made up by the $3.3 million gain due to expense reductions. The net loss of $2.9 million for 2003 is $5.9 million better than prior year... and at a loss of $0.26 cents per share, $0.53 better than 2002.

As a reminder, $4.2 million - or $0.37 per share - 71% of the improvement -- is due to the recognition of gain on sale of the infant jaundice business.

I would now like to shift to expectations. As Mark and Bill mentioned earlier, we have been hampered in our activities to roll out the full line of insulin infusion products due to lack of funds. The financing we completed last week gives us significant resources to complete product roll out and support the marketing of the SimpleChoice line.

We believe that the completion of the product line will enable us to grow revenues significantly over the next year. In the past, we have predicted that twelve months from the time a full roll out of products began, we could be at an annual run rate of $ 8 million to $12 million in revenues. We continue to expect those levels of revenue. That level of growth would result in revenue over the next 12 months of $2.5 to $6.0 million, depending upon the timing of each of the initial roll outs of the 90 degree SimpleChoice quick and the SimpleChoice patch.

We also believe we can shepard our resources and have sufficient cash to reach that level of run rate. If we do so, we could reach cash flow break even during 2005. Until we actually reach higher levels of sales and determine the level of full marketing support and working capital needs, however, we can't be positive on those expectations.

Nevertheless, this discussion illustrates our overall financing strategy - (First) We will put almost all of our current resources on the SimpleChoice insulin infusion product line. (Second) We will seek a strategic partner for commercialization of our continuous glucose monitoring technology and (Third) we will seek separate financing for our cancer technology, which we expect to operate independently in Guided Therapeutics.

Now I would like to turn the call back over to Mark Samuels. ....Mark

As part of our plan to direct our efforts on the diabetes business, we created a separate company to commercialize our non-invasive cancer detection technology. We plan to finance the new company - called Guided Therapeutics - with venture capital.

Now here to update you on our cancer detection business and Guided Therapeutics is Keith Ignotz and Dr. Mark Faupel, who are focused on launching this business and completing the financing efforts. First we will hear from Keith who is running the Guided Therapeutic effort.

Thanks Mark.

We continue to make progress in the commercialization of our non-invasive cervical cancer detection technology as well as our efforts to fund Guided Therapeutics with venture capital.

We continue to be pleased with the performance of the device and the way thought leaders at the National Cancer Institute are supporting our efforts. We are especially pleased with the way women who have been tested with the device respond and with the way our regulatory efforts are proceeding with the FDA.

As you will recall, development of our cervical cancer detection test is supported by a grant from the National Cancer Institute. We plan to spend about eight hundred thousand dollars of that money this year on the FDA clinical trials. Also, at the request of NCI, we have submitted an application for an additional grant that could be used to support the development of the commercial product.

Unlike Pap or HPV tests, our point-of-care, non-invasive test does not require a tissue sample or laboratory analysis and therefore no onerous CLIA regulations for use in the physician's office. Additionally, we believe that it is immediately reimbursable under existing CPT codes. To date more than 1,000 women have been tested with prototype devices and they have consistently provided better results than other tests. We believe that the market opportunity for this product is approximately 1.3 billion dollars.

We are excited about the prospects for this groundbreaking new technology.

I'd like to now turn the call over to Dr. Mark Faupel, Guided Therapeutics' president to discuss regulatory and clinical results. Mark.......

Thank you Keith

I'm pleased to report that we have received our first Institutional Review Board approval of protocols for the pending FDA pivotal clinical trials. These protocols were developed in consultation with the FDA and in cooperation with leading physicians from around the nation. Approval of these protocols is a significant achievement in the development of this product. We are now poised to begin testing patients for the pivotal trial almost immediately after financing.

We continue to be pleased with the performance of prototype test devices. The recently completed pre-pivotal clinical trial indicated that our non-invasive test could reduce by 55 percent the number of unnecessary biopsies as a result of false positive Pap tests. The potential savings to the U.S. healthcare system could be as high as 181 million dollars, or more, annually if the technology is widely adopted.

The key to our future success is potential market acceptance. In a study published in the Journal of Lower Genital Tract Disease, eighty-one percent of women tested with our prototypes wanted the test to be used as a replacement for the invasive Pap test.

Additionally, 87 percent of women who participated in the study would recommend the test to a friend who is to undergo an exam for cervical disease, and 91 percent wanted their insurance company to pay for it.

Results this favorable are exceptional in diagnostics and indicate that our test could be highly desired by women. In addition to being viewed favorably by the patient, we believe that this product will be a practice builder for physicians and improve the efficiency of the health care system by eliminating unnecessary biopsies... all while providing a more compassionate method of cervical disease diagnosis.

I'll now turn the call back over the Mark Samuels......

Wrap up

Thank you Mark.

The addition of Bill Arthur and the recent financing are both key elements in our strategy to complete the launch of our SimpleChoice product line and build our diabetes business, which is moving forward.

We also expect to complete a separate financing for our cancer activities, which will allow us to recognize our vision of refocusing these elements of the company to better achieve our goals of profitability and growth.

We look forward to updating you on our progress.

At this time, I would like to turn the call over to the operator for questions.

After Questions

Thank you operator and Bill and thank you for participating in our fourth quarter 2003 conference call.