UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT
(PURSUANT TO SECTION 14(a) OF SECURITIES EXCHANGE ACT OF 1934)
(Amendment No.___ )

Filed by Registrant [X]
Filed by a Party other then Registrant

Check the appropriate box:

[ ] Preliminary Proxy Statement (PRER14A)
[ ] Confidential, for use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to section 240.14a-11(c) or section 240.14a-12

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(Name of Registrant as Specified in Its Charter)

Hydromer, Inc.
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(Name of Person(s) Filing Proxy Statement, if other then Registrant)

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[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

1) Title of each class of securities to which transaction applies:
COMMON STOCK

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2) Aggregate number of securities to which transaction applies: 4,587,987

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
filing fee is calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total paid:

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[ ] Fee paid previously with preliminary material:
[ ] Check box if any part of the fee is offset as provided by the Exchange
Act Rule 0-11(a)(2) and identifies the filing for which the offsetting
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1) Amount previously paid:

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HYDROMER, INC.
35 Industrial Parkway
Branchburg, NJ 08876-3518

NOTICE OF 2003 ANNUAL MEETING OF STOCKHOLDERS

To be held November 19, 2003

The Annual Meeting of the Shareholders of HYDROMER, Inc. (the "Company") will be
held on Wednesday, November 19, 2003, at 35 Industrial Parkway, Branchburg, New
Jersey at 10 o'clock a.m., for the following purpose, as more fully described in
the accompanying Proxy Statement:

1. To elect 8 directors of the Company for the ensuing year.

2. To ratify the selection by the Board of Directors of Rosenberg Rich
Baker Berman & Company as the Company's independent accountants for
fiscal 2003/2004.

3. Transact such other business as may properly come before the meeting
or any adjournment thereof.

The Board of Directors has fixed the close of business on September 1,
2003 as the record date for the determination of shareholders entitled
to notice of, and to vote at the Meeting.

By Order of the Board of Directors

/s/ ROBERT J. MORAVSIK
----------------------
Robert J. Moravsik, Secretary
Branchburg, New Jersey
September 15, 2003

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY CARD AND PROMPTLY MAIL IT IN THE ENCLOSED
ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AT THE
MEETING. NO POSTAGE NEED BE AFFIXED IF PROXY CARD IS MAILED IN THE
UNITED STATES.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS..........................................................1

PROXY STATEMENT................................................................3

I. ELECTION OF DIRECTORS (Proposal I)........................................3
Name of Nominee and Certain Biographical Information..................3
Directors Stock Holdings..............................................4
Meetings and Director's Compensation..................................4
Audit Committee.......................................................5
Audit Committee Report................................................5
Corporate Policy on Business Practices................................5
Executive Officers....................................................5
Compensation of Executive Officers....................................6
Stock Options.........................................................7
Stock Option Information Table........................................7
Certain Arrangements with Directors and Executive Officers............8
Information Concerning Certain Shareholders...........................8
Other Information.....................................................8

II. RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
(Proposal II).............................................................9

III. OTHER MATTERS.............................................................9

IV. MISCELLANEOUS.............................................................9

V. EXCHANGE ACT COMPLIANCE...................................................9

VI. SHAREHOLDER PROPOSALS....................................................10

VII. INTERNET WEB SITE........................................................10

HYDROMER, Inc.
35 Industrial Parkway
Branchburg, NJ 08876

PROXY STATEMENT
QUESTIONS AND ANSWERS ABOUT HYDROMER'S ANNUAL
MEETING AND VOTING.

What is the purpose of the Annual Meeting?

At the annual meeting, the stockholders will elect 8 directors; ratify the
Company's choice of auditors and act upon anything else that properly comes
before the meeting. In addition, the management will give a report on the
performance during the fiscal year beginning July 1, 2002 and ending June 30,
2003.

Why Did I Receive This Proxy Statement?

We sent you this proxy statement and the enclosed proxy card because Hydromer's
Board of Directors is soliciting your proxy to be used at the annual meeting of
stockholders on November 19, 2003, at 10:00 a.m. (EST), at 35 Industrial
Parkway, Branchburg, NJ 08876, or at any adjournment of the meeting. This proxy
statement discloses the information you need to know to vote on an informed
basis. We are first mailing this proxy statement and the enclosed proxy card to
stockholders on or about September 15, 2003.

Who Can Vote?

You are entitled to vote if you owned Hydromer common stock on the record date,
which is the close of business on September 1, 2003. Each share of Hydromer
common stock that you own, entities you to one vote.

Who can attend the meeting?

Only stockholders of record on the close of business on the record date, or
their duly appointed proxies, may attend the meeting. Registration begins at
9:30am.

How Many Shares Of Voting Stock Are Outstanding?

On the record date, there were 4,587,987 shares of Hydromer common stock
outstanding. Hydromer common stock is our only class of voting stock.

What Constitutes A Quorum?

A quorum is a majority of the outstanding shares entitled to vote which are
present or represented by proxy at the meeting i.e. 2,293,994 shares. There must
be a quorum for the transaction of business at the annual meeting. If you submit
a properly executed proxy card, even if you abstain from voting, your shares
will be considered part of the quorum.

Broker non-votes (shares held by a broker or nominee that are represented at the
meeting, but with respect to which the broker or nominee is not empowered to
vote on a proposal) are also included in determining the presence of a quorum.

What Am I Voting On?

1. The election of eight individuals to serve on our Board of
Directors: Manfred F. Dyck, Ursula M. Dyck, Dieter Heinemann, Robert
Bea, Dr. Maxwell Borow, Dr. Klaus J.H. Meckeler, Dr. Frederick Perl and
Michael F. Ryan, PhD.

2. The ratification of the selection of Rosenberg Rich Baker Berman &
Company as our independent public accountants for the fiscal year
beginning July 1, 2003.

How Does The Board Of Directors Recommend I Vote On the Proposals?

The Board of Directors recommends a vote FOR each of the Board's nominees and
FOR the appointment of Rosenberg Rich Baker Berman & Company as our independent
public accountants for fiscal 2003/2004.

How Do I Vote?

To vote by proxy you should complete, sign and date the enclosed proxy card and
return it promptly in the prepaid envelope provided with this proxy statement.

To vote in person, you may attend the meeting and cast your vote in person.

May I Revoke My Proxy?

You may revoke your proxy at any time before it is voted in either of the
following ways:

1. You may submit another proxy card with a later date.

2. You may notify Hydromer's Secretary in writing before your proxy is
voted that you have revoked your proxy.

If I Plan To Attend The Meeting, Should I Still Vote By Proxy?

Whether you plan to attend the meeting or not, we urge you to vote by proxy.
Returning the proxy card will not affect your right to attend the meeting, and
your proxy will not be used if you are personally present at the meeting and
inform the Secretary in writing prior to the voting that you wish to vote your
shares in person. The Secretary will have proxy revocation forms at the meeting
in case you want to revoke your proxy and vote in person.

How Will My Proxy be voted?

If you properly fill in your proxy card and send it to us, your proxy holder
(one of the individuals named on your proxy card) will vote your shares as you
have directed. Under the rules of the various exchanges, if your broker is a
member of the exchange and holds your shares in its name, the broker may vote
your shares on Proposals 1 and 2 if it does not receive instructions from you.
If you sign the proxy card but do not make specific choices, the proxy holder
will vote your shares as recommended by the Board of Directors as follows:

"FOR" the election of all nominees for director,
"FOR" ratification of the selection of independent auditors
for 2003/2004

What Vote Is Required To Approve Proposals?

Directors are elected by a plurality of the shares voting at the meeting. If you
do not vote for a particular nominee, or you indicate, "withhold authority to
vote" for a particular nominee on your proxy, your vote will not count either
"for" or "against" the nominee. A "broker non-vote" will also have no effect on
the outcome.

How Will Voting On Any Other Business Be Conducted?

Although we do not know of any business to be considered at the meeting other
than the proposals described in this proxy statement, if any other business is
presented at the meeting, your returned proxy gives authority to proxy holders
to vote on these matters in their discretion.

PROXY STATEMENT

This Proxy Statement, which will be mailed commencing on or about September 15,
2003 to the persons entitled to receive the accompanying Notice of Annual
Meeting of Shareholders, is provided in connection with the solicitation of
Proxies on behalf of the Board of Directors of HYDROMER, INC., for use at the
Annual Meeting of Shareholders to be held at 35 Industrial Parkway, Branchburg,
New Jersey 08876-3518 at 10 o'clock a.m., on November 19, 2003 and at any
adjournment thereof, for the purposes set forth in this Notice. The Company's
executive office is also located at 35 Industrial Parkway, Branchburg, New
Jersey 08876-3518.

At the close of business on September 1, 2003, the record date stated in the
accompanying Notice, the Company had 4,587,987 outstanding shares of Common
Stock without par value ("Common Stock"), each of which is entitled to one vote
with respect to each matter to come before the Meeting. The Company has 10,917
shares of Common Stock, which are Treasury Stock and not entitled to vote. The
Company has no class or series of stock outstanding other than the Common Stock.

As of September 1, 2003, Manfred F. Dyck, Chairman of the Board and a director
of the Company, beneficially owned approximately 35.1% of the outstanding Common
Stock of the Company, and his wife Ursula M. Dyck, a director of the Company,
beneficially owned an additional 3.8% of the Common Stock. In addition, Mr.
Dieter Heinemann, a director of the Company owns 14.3% of the outstanding Common
Stock of the Company. Such ownership totaling 53.2% enables these three
shareholders to exercise a controlling influence over the Company's affairs.

I. ELECTION OF DIRECTORS (Proposal I)

Eight directors will be elected at the Annual Meeting of Shareholders, each to
serve for one year and until a successor shall have been duly chosen and
qualified. Each director is elected by a plurality of votes cast. It is the
intention of each of the persons named in the accompanying form of Proxy to vote
the shares represented thereby in favor of the eight nominees listed in the
following table, unless otherwise instructed in the Proxy. In case any of the
nominees is unable or declines to serve, the proxy holders reserve the right to
vote the shares represented by such Proxy for another person duly nominated by
the Board of Directors in his or her stead or, if no other person is so
nominated, to vote such shares only for the remaining nominees. The Board of
Directors has no reason to believe that any person named will be unable or will
decline to serve. Certain information concerning the nominees for election as
directors is set forth below. They furnished such information to the Company.

Name of Nominee and Certain Biographical Information

MANFRED F. DYCK, age 68; Chairman of the Board of the Company since June 1983
and Chief Executive of the Company since July of 1989; Director of Biosearch
Medical Products Inc., from 1975 until 2000; Director of the Company since 1980.
Manfred and Ursula Dyck are husband and wife.

MAXWELL BOROW, M.D., age 77, Medical Doctor, retired Chief of Surgery at
Somerset Medical Center (hospital) from 1985-1994, Chief of Vascular Surgery at
Somerset Medical Center from 1978-1985; Director of the Company since 1990.

URSULA M. DYCK, age 69; Director of the Company since 1980. Ursula and Manfred
Dyck are wife and husband.

DIETER HEINEMANN, age 65; Specialist, Frankfurt, [Germany] Stock Exchange since
prior to 1987. Director of the Company since 1991.

ROBERT H. BEA, age 50; Vice President, Regulatory and Quality Assurance, Siemens
Medical Solutions USA, Inc. since 1994; Vice President of Quality Assurance and
Regulatory Affairs of Biosearch Medical Products, Inc., from 1992- 1994;
Previously, he worked at Johnson & Johnson where he held positions of increasing
responsibility in Quality/Regulatory affairs from 1973-1991. Director of the
Company since 1996.

FREDERICK A. PERL, MD, age 75, Attending staff, Somerset Medical Center since
1957; Consulting staff Obstetrics and Gynecology, Carrier Clinic since 1959;
Affiliated with St. Peter's Medical Center, active staff since 1994, Director of
Biosearch Medical Products from December 1996 until February 2000 when appointed
to the Board of the Company.

KLAUS J.H. MECKELER, M.D. age 69; Clinical Professor of Medicine, UMDNJ, Robert
Wood Johnson Medical School; Former Chief of Gastroenterology and Director of
Endoscopic Clinic (a clinic specializing in gastrointestinal disorders) Somerset

Medical Center, since 1966; Director of Biosearch Medical Products from January
1984 to February 2000. Appointed to the Board of the Company in February 2000.

MICHAEL F. RYAN, PhD age 60; President e-ClinicalMentor since 2000 and
Consultant-Medical Marketing Decisions since 2000; Vice President Internal
Medicine, Quintiles Americas 1997-1999. Member of the Company's Board of
Directors since August 2003.

Directors Stock Holdings

NAME Stock Owned (1) %
On Record Date

MANFRED F. DYCK, 1,608,189 (2) 35.1%
MAXWELL BOROW, M.D 14,000 (5) Less than 1%
URSULA M. DYCK, 175,000 (3) 3.8%
DIETER HEINEMANN, 656,000 (4) 14.3%
ROBERT H. BEA - 0 - (6)
KLAUS J.H. MECKELER - 0 - (7)
FREDERICK L. PERL - 0 - (8)
MICHAEL F. RYAN, PhD - 0 -

(1) As of September 1, 2003, except as otherwise indicated below, each nominee
has sole voting and investment power with respect to all shares shown in the
table as beneficially owned by such nominee.

(2) Includes an aggregate of 86,452 shares held by Mr. Dyck as custodian/trustee
for certain of his children/grandchildren and does not include 163,554 shares
held with sole voting investment power by Mr. Dyck's children and relatives of
Mr. Dyck's, as to which Mr. Dyck disclaims beneficial ownership, or shares held
by Ursula M. Dyck, his wife. Excludes 155,854 options held by Mr. Dyck.

(3) Does not include 163,854 shares held with sole voting and investment power
by Mrs. Dyck's children, as to which Mrs. Dyck disclaims beneficial ownership,
or shares held by Manfred F. Dyck, her husband, individually or as custodian.
Includes 40,000 shares held by Mrs. Dyck as custodian for her grandchildren.
Excludes 44,000 options held by Mrs. Dyck.

(4) Does not include 135,000 shares held by the wife and children of Mr.
Heinemann as to which he disclaims beneficial ownership. Excludes 42,000 options
held by Mr. Heinemann.

(5) Excludes 37,000 options held by Dr. Borow

(6) Excludes 42,000 options held by Mr. Bea

(7) Excludes 34,000 options held by Dr. Meckeler.

(8) Excludes 32,000 options held by Dr. Perl

Meetings and Director's Compensation

During the past fiscal year, the Board of Directors of the Company met four
times. All Directors attended at least 75% of the meetings except for Michael F.
Ryan, PhD who was appointed to the Board in August of 2003.

Since May of 1990, directors have been compensated at the rate of $750 per
meeting for directors meetings attended in person, and $200 per meeting for
telephone conference meetings. In addition, directors may attend operational
meetings with Company management, and will be compensated at the rate of $500
per meeting for attendance at such meetings. No such operational meetings were
held in the fiscal year 2002/2003.

The Board of Directors of the Company does not have a separate Nominating
Committee or Compensation Committee. The entire Board performs these functions.

Audit Committee

On November 13, 2002 the Board ratified the then existing membership of the
audit committee consisting of the outside directors, Robert Bea (Chairman), Dr.
Klaus Meckeler & Dr. Frederick Perl. None of these members are "financial
experts" as the Company is of the opinion that the financial aspects of the
Company are not complicated hence are within the scope of the collective
experience of the Audit Committee. In the event any financially complex issues
arise, the Audit Committee is empowered by its charter to retain or hire such
independent expertise. The Audit Committee Charter is posted on the Company's
Web site at http://www.hydromer.com . The Audit committee met 3 times, the last
meeting during a recess in the regular Board meeting, to review the fiscal year
ending June 30, 2003. It issued the following report:

Audit Committee Report

The following is the audit committee's report submitted to the Board of
Directors for the year ended June 30, 2003.

The Audit Committee of the Board of Directors has:

. reviewed and discussed the Company's audited financial
statements for the year ended June 30, 2003 with the Company's
management;

. discussed with Rosenberg Rich Baker Berman & Company
("RRBB") the Company's independent auditors, the materials
required to be discussed by Statement of Auditing Standard 61;

. reviewed the written disclosures and the letter from RRBB
required by Independent Standards Board No. 1 and has
discussed with RRBB its independence; and

Based on the foregoing review and discussion, the Audit Committee
recommends to the Board of Directors that the audited financial
statements be included in the Company's 2002/2003 Annual Report on Form
10-KSB.

THE AUDIT COMMITTEE
Robert H. Bea
Fredrick L. Perl
Klaus H. Meckeler

Corporate Policy on Business Practices

On June 22, 2000 the Board adopted a set of policies applicable to Directors,
Officers and employees of the Corporation covering subjects: 1. Loyalty to
Corporation; 2. Conflict of Interest; 3. Anti-Trust Compliance; 4. Inside
Information and Trading in Company's Securities; 5. Prohibition on Political
Contributions; 6. Equal Opportunity Employment; 7. Environmental Health and 8.
Legal Compliance. The present Policy is posted on the Company's web site at
http://www.hydromer.com. It is the intent of the Company to adopt a Code of
Ethics for the C.E.O. and C.F.O. before the end of the 2003/2004 fiscal year and
post it on the Company's web site.

Executive Officers

Manfred F. Dyck has been Chairman of the Board of the Company since June 1983
and a Director of the Company since its inception. Mr. Dyck served as Chief
Executive Officer of the Company from its inception until October 1986, and as
of August 1989, reassumed the duties of Chief Executive Officer. Mr. Dyck has
been Chief Executive Officer and a Director of Biosearch Medical Products Inc.
from 1975 to 2000. He holds a B.S. in Chemical Engineering.

Robert J. Moravsik has been Vice-President and General Counsel since April 1998
and Senior Vice President, General Counsel and Secretary since February 2000. He
also serves in the same capacity for Biosearch Medical Products, Inc. (a wholly
owned subsidiary as of February 2000) since 1987. Prior to this he was
Vice-President and General Counsel to Fisher Stevens, Inc., a subsidiary of the
Bureau of National Affairs. Mr. Moravsik is admitted to practice in the states
of New Jersey and New York, the Federal District Court of New Jersey and the
United States Supreme Court. He holds a B.S. in Aerospace Engineering, an M.S.
in Computer Science and a J.D. in Law.

Martin C. Dyck has been Vice President of Operations of the Company since
February 2000 and Executive Vice President since June 2001. He also serves as
President of the Company's wholly owned subsidiary, Biosearch Medical Products,
Inc since 1998. Prior to that he served as Vice President of Operations. Martin
C. Dyck is the son of Mr.Manfred F. Dyck and Mrs. Ursula M. Dyck. He holds a
B.S. in Finance with a minor in Mechanical Engineering.

Rainer Gruening, PhD has been Vice President of R&D since June 2001. Prior to
this he held the position of Manager of Regulatory Affairs in AM Cosmetics. Dr.
Gruening has his PhD in Chemistry from the University of Marburg in Germany.
He is listed as an inventor on 16 patents and has authored or co-authored 35
publications on the synthesis and formulations of antimicrobial polymeric
coatings, cosmetics, adhesives and marine anti-fouling products.

Robert Y. Lee, CPA, Vice President of Finance and Chief Financial Officer since
June 1, 2001. He earned a MBA in Finance and International Business, and a
Bachelors of Science in Accounting and information Systems, both from New York
University's Stern School of Business. His experience includes over 16 years of
professional experience in various growing capacities, including three years at
the NY office of Coopers and Lybrand with their Emerging Business Group, two
years at Bristol Myers Squibb Internal Auditing group, five years with ASARCO's
Southern Peru Copper Corporation and three years with Citigroup.

Compensation of Executive Officers

The following table sets forth information concerning cash compensation paid or
accrued by the Company during the fiscal year ended June 30, 2003, to the CEO
and for each of the executive officers of the Company whose total cash
compensation exceeded $100,000.

Annual Compensation Long-Term Compensation

Name and Other Annual Restricted
Principle Compensation($) Stock Options LTIP All other
Position Year Salary Bonus (1) Awards /SAR Payouts Compensation

Manfred F. Dyck 2003 235,962 -- 5,000 -- 8,000 -- --
Chairman, 2002 225,000 -- 5,000 10,000
President, CEO 2001 210,385 -- 5,000 71,314(2)

Martin C. Dyck 2003 136,231 5,000 5,000 --
Exec. VP 2002 122,769 -- 5,000 50,000
2001 119,770 29,109 5,000 21,105

Robert J. Moravsik 2003 125,423 -- 5,000 -- --
Senior VP 2002 115,000 -- 5,000 --
2001 111,308 5,000 21,105

Robert Y. Lee, VP 2003 124,769 -- 3,000 --
2002 120,000 -- 3,000 9,000

Dr. Rainer Gruening, VP 2003 121,923 -- 5,000 --
2002 115,000 -- 5,000 9,000

The aggregate value of restricted shares of the Company held by Manfred F. Dyck
as of June 30, 2003 was approximately $1,369,563 (based on a market price of
$0.90/share and includes only shares held directly, does not include options or
shares held as custodian.)

(1) Amount of Automobile Allowance, which was paid in the year shown.

(2) As part of a stock option plan covering active Directors, 8000 options were
awarded for fiscal 2000/2001, 10,000 for fiscal 2001/2002 and 8,000 for fiscal
year 2002/2003 (see "Stock Options"). In addition as part of a stock plan for
the CEO 63,314 options were awarded for fiscal 2000/2001 at $1.46 per share.

Stock Options:

It has been the practice and opinion of the Board of Directors that stock option
awards are needed to attract and retain talented executive management/scientific
employees. All plans which award employees' stock options provide that the
options are lost when employment ends. In the specific case the employment
relationship is terminated by the Company, the stock options that are vested
must be exercised in 30 days after the employment relationship ends. In the case
of awards to Directors the options vest on the date of grant and may be
exercised at anytime within the option period, which is generally five years.
From time to time the Board awards options to employees for outstanding
accomplishments or as part of an employment agreement. These awards are based on
factors, which the Board considers important, and of benefit to the Company. The
option price has traditionally been set at the 5 day weighted average of the
market price prior to the date of the award, hence in the opinion of the Company
the option have no value on the award date. None of these plans or discretionary
awards has been submitted or are subject to the approval of stockholders.

In 1984 the Board of Directors conferred upon Manfred F. Dyck, Chairman of the
Board of the Company, the authority to grant to employees of the Company
including executive officers, options to purchase up to 15,000 shares of the
Common Stock of the Company at an exercise price of $1.00 per share, and upon
such other terms and conditions as the Chairman may determine. No such options
were granted during the 2002/2003 fiscal year under this plan.

In August 1998 the Board of Directors authorized a stock option plan effective
July 1, 1998 for senior management. Under the plan, senior management would each
be issued stock options in an amount equal to 1% of the incremental market cap
increase of the Company (defined as # of outstanding shares times share price)
on June 30th in each of the next three years. In August 2001 the Board extended
the stock option plans for Senior Management and the President (see below) for
three more years ending June 30, 2004 under the same terms. The plan for senior
management includes 4 members in the 2002/2003 fiscal year. The market cap did
not increase in 2002/2003 so no awards were made under this plan.

These options are in effect for 5 years. 20% vest immediately and the remaining
80% vest over the following 8 quarters. Options issued under the plan were:

Name Date Number of Options Price

Robert J. Moravsik, SVP June 30, 2001 21,105 1.46
Martin C. Dyck, EVP June 30, 2001 21,105 1.46

On January 22, 1998 the Board of Directors also authorized a similar stock
option plan for Manfred Dyck, Chairman and CEO effective July 1, 1998. Under the
plan, he would be issued stock options in an amount equal to 3% of the
incremental market cap of the Company (defined as # of outstanding shares times
share price) on June 30th in each of the following years. See Compensation of
Executive Officers for the awards under this plan.

On January 22, 1998 the Board of Directors approved an option plan for active
directors (an active director attends all the meetings of the Board) that would
give each active director of the Company 5,000 options with a strike price on
September 1, and each subsequent year on the record date. On February 22, 2000
the option plan was amended to grant each director 2,000 options for each
meeting attended with a strike price set just prior to the annual meeting date.
(The price shall be the prior 5 day-weighted average.)

Stock Option Information Table

Total Options (1 option is for 1 share of common stock)
Exercisable on 9/1/03.......................................... 505,910
Weighted Exercise Price........................................ $0.93
Total Number of Shares Reserved for
All Options issued.................................... 1,060,244

Note: none of the options awarded above were awarded subject to plans
approved by stockholders.

Certain Arrangements with Directors and Executive Officers

There are no loans, credit arrangements or other similar arrangements with
Directors or Officers of the Company. The Company maintains a 401K Retirement
Plan, which is open to all full time employees. It has been the Company's
practice to match 25% of each employee's contribution up to 6% of the employee's
salary. No stock of the Company is maintained in this plan.

Information Concerning Certain Shareholders

The shareholders (including any "group" as that term is used in Section 13(d)
(3) of the Securities Exchange Act of 1934) who, to the knowledge of the Board
of Directors of the Company, owned beneficially more than 5% of the outstanding
Common Stock as of September 1, 2003, and all directors and officers of the
Company as a group, and their respective stock holdings (according to
information furnished by them to the Company), are set forth in the following
table. Except as indicated in the footnotes to the table, all of such shares are
owned with sole voting and investment power.

Shares of Common
Stock Owned Percent of Class
Name and Address Beneficially (1)

Manfred F. Dyck 1,608,189 (2)(3) 35.1%
255 Holland Road
Far Hills, NJ 07931

Dieter Heinemann 656,000 (4) 14.3%
Goldbergweg 6460599
Frankfurt AM
Federal Republic
of Germany

Ben Posdal 355,361 7.7%
PO Box 23632
Tampa, Fl 22623

All Directors and Officers 2,489,189(2)(3)(4)(5) 54.3%
As a group (12 persons)

(1) As of September 1, 2003, except as otherwise indicated below, each nominee
had sole voting and investment power with respect to all shares shown in the
table as beneficially owned by such nominee.

(2) Includes an aggregate of 86,452 shares held by Mr. Dyck as custodian for
certain of his children/grandchildren and does not include 163,554 shares held
with sole voting and investment power by Mr. Dyck's children and relatives of
Mr. Dyck's, as to which Mr. Dyck disclaims beneficial ownership. Excludes
155,854 options held by Mr. Dyck.

(3) Does not include 175,000 shares held by Ursula M. Dyck, Mr. Dyck's wife,
individually and as custodian. Does not include 44,000 options held by Mrs.
Dyck.

(4) Does not include 135,000 shares held by the wife and children of Mr.
Heinemann as to which he disclaims beneficial ownership. Also excludes 42,000
options held by Mr. Heinemann.

(5) Excludes, 37,285 stock options held by Mr. Moravsik, 81,105 stock options
held by Mr. Martin C. Dyck, 9000 stock options held by Robert Y. Lee, 9000
options held by Dr. Rainer Gruening and 155,854 stock options held by Mr.
Manfred F. Dyck. Excludes all options held by Directors. (See "Stock Options")

Other Information Concerning Directors, Officers and Shareholders

There is no other information regarding Officers and Shareholders.

II. RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS (Proposal II)

Subject to ratification by the stockholders, the Board of Directors has selected
the firm of Rosenberg Rich Baker Berman & Company ("RRBB") as the Company's
independent public accountants for the current year. Payments to RRBB for the
two previous fiscal years were:

Fiscal year ending Fiscal year ending
June 30, 2003 June 30, 2002

Audit fees $ 28,500 $ 34,500

Audit related fees -- --
Tax fees -- --
All other fees -- --

Representatives of RRBB are expected to be present at the Annual Meeting. They
will have the opportunity to make a statement if they desire to do so and will
also be available to respond to appropriate questions from stockholders.

III. OTHER MATTERS

The Board of Directors of the Company does not know of any other matters, which
may be brought before the meeting. However, if any such other matters are
properly presented for action, it is the intention of the persons named in the
accompanying form of Proxy to vote the shares represented thereby in accordance
with their judgment on such matters.

IV. MISCELLANEOUS

If the accompanying form of Proxy is executed and returned, the shares
represented thereby will be voted in accordance with the terms of the Proxy,
unless the proxy is revoked by written notice addressed to and received by the
Secretary of the Corporation. If no directions are indicated in such Proxy, the
shares represented thereby will be voted in the election of directors in favor
of the nominees proposed by the Board of Directors, and in favor of ratification
of the Independent Certified Public Accountants. Any Proxy may be revoked at any
time before it is exercised. The casting of a ballot at the Meeting by a
shareholder who may theretofore have given a Proxy will not have the effect of
revoking the same unless the shareholder so notifies the Secretary of the
meeting in writing at any time prior to the voting of the shares represented by
the Proxy.

Votes that are withheld and broker non-votes will be treated as shares that are
present for purposes of determining a quorum. Withheld votes will be excluded in
determining whether a nominee for director or the ratification of independent
certified public accountants, has received a plurality of the votes cast.

All costs relating to the solicitation of Proxies will be borne by the Company.
Proxies may be solicited by mail and the Company may pay brokers and other
persons holding shares of stock in their names or those of their nominees for
their reasonable expenses in sending soliciting materials to their principals.

It is important that Proxies be returned promptly. Shareholders who do not
expect to attend the Meeting in person are urged to mark, sign and date the
accompanying form of Proxy and mail it in the enclosed return envelope, which
requires no postage if mailed in the United States, so that their vote can be
recorded.

V. EXCHANGE ACT COMPLIANCE

Section 16(a) of the Securities Exchange Act requires that certain of the
Company's officers, directors and persons who own more than ten percent of a
registered class of the Company's securities, file reports of ownership and
changes in ownership of the Company's securities with the Securities Exchange
Commission. Officers, directors and greater than ten percent shareholders are
required to provide the Company with copies of the forms they file. Based solely
upon its review of copies of such forms received by the Company, and upon
representations by the Company's officers and directors regarding compliance
with the filing requirements, the company believes that in Fiscal 2002/2003, all
filing requirements applicable to its officers, directors and ten percent
shareholders were complied within a timely manner.

VI. SHAREHOLDER PROPOSALS

The Company must receive shareholder proposals intended to be presented at the
2004 Annual Meeting of Shareholders of the Company by May 19, 2004 in order to
be considered for inclusion in the Company's Proxy Statement relating to such
meeting.

VII. INTERNET WEB SITE

The Company maintains a WEB site on the Internet with and address of
http://www.hydromer.com which describes the products and services sold by the
Company and contains product brochures, which can be downloaded. The web site
contains the Company's Policy on Business Conduct, the Audit Committee Charter,
links, which any person can use to obtain documents filed with the Security and
Exchange Commission and links to various financial services, which post the
current stock price and current press releases. Stockholders are invited to
browse this information and send comments to the webmaster@hydromer.com.

HYDROMER, Inc.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
For the Annual Meeting of Stockholders on November 19, 2003

The undersigned hereby appoints Robert J. Moravsik and Robert Y. Lee and each of
them, to represent the undersigned at the Annual Meeting of Stockholders of
Hydromer, Inc. to be held at Hydromer's facility located at 35 Industrial
Parkway, Branchburg, New Jersey, on Wednesday, November 19, 2003 at 10:00 a.m.,
and at any adjournment thereof, on all matters coming before such meeting.

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

Please mark

your votes as

indicated in

example

1. Election of Manfred F. Dyck; FOR all nominees (except as WITHHOLD AUTHORITY 2. The ratification of
Dr. Maxwell Borow; provided to the contrary below) to vote for all nominees the appointment of
Dieter Heinemann; Ursula M. Dyck; Rosenberg, Rich,
Robert H. Bea; Dr. Klaus Meckeler _________ ________ Baker, Berman &
Dr. Frederick Perl and Michael F. Ryan, PhD Company as Company's
Dr. Frederick Perl and Michael F. Ryan, PhD Independent
Accountants for
fiscal 2003/2004.

FOR AGAINST ABSTAIN
____ ____ ____
INSTRUCTIONS: to withhold authority for any nominee, write
that nominee's name here:

________________________________________________________________ 3. In their discretion,
the proxies are
authorized to vote
upon such other
business as may
properly come before
the meeting or any
postponement or
adjournment thereof.

THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD
OF DIRECTORS AND WILL
BE VOTED IN ACCORDANCE
WITH THE DIRECTIONS
APPEARING ON THIS SIDE.
IF A CHOICE IS NOT
INDICATED WITH RESPECT
TO ITEMS 1 or 2, THIS
PROXY WILL BE VOTED
"FOR" SUCH ITEM. THE
PROXIES WILL USE THEIR
DISCRETION WITH RESPECT
TO ANY OTHER MATTER
PROPERLY BROUGHT BEFORE
THE MEETING OR
POSTPONEMENT OR
ADJOURNMENT THEREOF.
THIS PROXY IS REVOCABLE
AT ANY TIME BEFORE IT
IS EXERCISED.

Receipt herewith of the Company's
Annual Report and notice of
meeting and proxy statement dated
September 15, 2003 is hereby
acknowledged.

PLEASE SIGN, DATE AND MAIL TODAY

Signature(s) of Stockholders(s)_______________________________________________________________________ Date__________ 2003

Joint owners must EACH sign. Please sign EXACTLY as your name(s) appear(s) on this card. When signing as attorney, executor,
administrator, trustee, guardian, partner or corporate officer please give FULL title.

^ FOLD AND DETACH HERE ^