FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

(X)      QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
         ACT OF 1934.

For the quarterly period ended January 31, 2000
                               ----------------

                                       AND

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

For the transition period from _______________ to _______________

Commission File Number  0-15266
                        -------

                        BIO-REFERENCE LABORATORIES, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          NEW JERSEY                                       22-2405059
- -------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

481 Edward H. Ross Drive, Elmwood Park, NJ                             07407
- ------------------------------------------                        --------------
(Address of principal executive offices)                            (Zip Code)

(Registrant's telephone number, including area code)     (201) 791-2600
                                                       -------------------

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

              (Former name, former address and former fiscal year,
                         if changed since last report)

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

                                   Yes  /X/    No ---
                                        --

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  8,100,782  shares of Common Stock
($.01 par value) at March 15, 2000.



                        BIO-REFERENCE, LABORATORIES, INC.

                                    FORM 10-Q

                                JANUARY 31, 2000

                                    I N D E X

                                                                            Page

PART I.   FINANCIAL INFORMATION


  Item 1.   Financial Statements

            Balance Sheets as of January 31, 2000 (unaudited)
              and October 31, 1999.                                            1

            Statements of Operations (unaudited) for the
              three months ended January 31, 2000 and January 31,
              1999                                                             3

            Statements  of Cash  Flows  (unaudited)  for the three  months
              ended January 31, 2000 and January 31, 1999                      4

            Notes to financial statements                                      5


   Item 2.  Management's Discussion and Analysis of Financial

            Condition and Results of Operations                                9


PART II.   OTHER INFORMATION                                                  12


   Item 6.  Exhibits and Reports on Form 8-K

   Signatures                                                                 13



                        BIO-REFERENCE LABORATORIES, INC.

                                 BALANCE SHEETS

                                     ASSETS



                                                               January 31,           October 31,
                                                                   2000                 1999
                                                               ------------          -----------
                                                               (Unaudited)

CURRENT ASSETS:
- --------------

                                                                          
  Cash and Cash Equivalents                                  $    2,225,059     $     2,128,474
  Accounts Receivable (Net)                                      19,785,723          18,615,496
  Inventory                                                         584,284             572,279
  Other Current Assets                                              450,895             404,124
                                                                -----------         -----------
    TOTAL CURRENT ASSETS                                     $   23,045,961     $    21,720,373
    --------------------                                         ----------          ----------

  PROPERTY, PLANT AND EQUIPMENT                              $    5,475,008     $     5,211,467
  -----------------------------
    LESS:  Accumulated Depreciation                               3,279,970           3,039,128
    ----                                                          ---------           ---------
  TOTAL PROPERTY,

  PLANT AND EQUIPMENT - NET                                  $    2,195,038     $     2,172,339
  -------------------------                                       ---------           ---------

OTHER ASSETS:
- ------------
   Due from Related Party                                           122,318             138,518
   Deposits                                                         253,878             278,619
   Goodwill (Net of Accumulated
    Amortization of $1,686,106 and $1,597,767 respectively)       5,308,524           5,396,863
   Deferred Charges (Net of Accumulated

    Amortization of $2,350,502 and $2,271,436 respectively)       2,751,394           1,764,740
      Other Assets                                                  927,762             846,546
                                                                 ----------          ----------

   TOTAL OTHER ASSETS                                        $    9,363,876     $     8,425,286
   ------------------                                             ---------           ---------

   TOTAL ASSETS                                              $   34,604,875     $    32,317,998
   ------------                                                  ==========          ==========


The Accompanying Notes are an Integral Part of These Financial Statements.



                                        1



                        BIO-REFERENCE LABORATORIES, INC.

                                 BALANCE SHEETS

                      LIABILITIES AND SHAREHOLDERS' EQUITY



                                                                   January 31,        October 31,
                                                                       2000               1999
                                                                   -------------      -------------
                                                                   (Unaudited)
                                                                   -----------
CURRENT LIABILITIES:
- -------------------
                                                                                
  Accounts Payable                                                $    4,955,513      $   5,540,787
  Salaries and Commissions Payable                                     1,180,423          1,349,175
  Accrued Expenses                                                       784,733            849,463
  Current Portion of Long-Term Debt                                    1,281,235          1,215,671
  Current Portion of Leases Payable                                      332,405            308,251
  Notes Payable                                                       10,122,324          8,700,905
  Taxes Payable                                                          403,994            304,098
                                                                    ------------        -----------
    TOTAL CURRENT LIABILITIES                                     $   19,060,627      $  18,268,350
    -------------------------                                       ------------         ----------

LONG-TERM LIABILITIES:
- ---------------------
  Long-Term Portion of Long-Term Debt (Net of Discount)                2,411,618          2,000,000
  Long-Term Portion of Leases Payable                                    794,436            680,538
                                                                    ------------         ----------

        TOTAL LONG-TERM LIABILITIES                               $    3,206,054      $   2,680,538
        ---------------------------                                 ------------          ---------

SHAREHOLDERS' EQUITY:
- --------------------
  Preferred Stock $.10 Par Value;
    Authorized 1,062,589 shares,
    None Issued                                                   $           --      $          --
 Series A Senior Preferred Stock, $.10 Par Value;
    Authorized Issued and Outstanding 604,078 shares                      60,408             60,408
 Series A - Junior Participating Preferred Stock,
    $.10 Par Value, Authorized 3,000 Shares.                      $           --      $          --
  Common Stock, $.01 Par Value;
    Authorized  18,333,333  shares,  Issued and Outstanding
    8,100,782 shares at January 31, 2000 and 7,700,777 shares
    at October 31, 1999                                                   81,008             77,008

  Additional Paid-In Capital                                          24,315,873         23,294,673

  Accumulated [Deficit]                                              (11,709,001)       (11,613,433)
                                                                    ------------         ----------
  Totals                                                          $   12,748,288      $  11,818,656
  Deferred Compensation                                                 (410,094)          (449,546)
                                                                    ------------         ----------

    TOTAL SHAREHOLDERS' EQUITY                                    $   12,338,194      $  11,369,110
    --------------------------                                      ------------         ----------
    TOTAL LIABILITIES AND
     SHAREHOLDERS' EQUITY                                         $   34,604,875      $  32,317,998
   --------------------                                             ============         ==========


The Accompanying Notes are an Integral Part of These Financial Statements.

                                        2





                        BIO-REFERENCE LABORATORIES, INC.

                            STATEMENTS OF OPERATIONS

                                   [UNAUDITED]



                                                          Three months ended
                                                              January 31,
                                                          ------------------
                                                    2000                  1999
                                                   -------              -------

                                                                
NET REVENUES:                                      $15,029,560        $ 12,640,484
- ------------                                        ----------          ----------


COST OF SERVICES:
- ----------------

   Depreciation                                    $   194,406        $    219,446
   Employee Related Expenses                         3,851,517           3,334,378
   Reagents and Lab Supplies                         2,024,297           1,615,287
   Other Cost of Services                            2,435,223           2,037,361
                                                     ---------           ---------

      TOTAL COST OF SERVICES                       $ 8,505,443        $  7,206,471
      ----------------------                         ---------           ---------

GROSS PROFIT ON REVENUES                           $ 6,524,117        $  5,434,012
- ------------------------

GENERAL AND ADMINISTRATIVE EXPENSES:
- -----------------------------------

  Depreciation and Amortization                    $   213,841        $    246,100
  Other General and Admin. Expenses                  4,331,904           3,689,604
  Bad Debt Expense                                   1,744,277           1,282,092
                                                     ---------           ---------

      TOTAL GENERAL AND ADMIN. EXPENSES            $ 6,290,022        $  5,217,796
      ---------------------------------              ---------           ---------

  OPERATING INCOME                                 $   234,095        $    216,216
  ----------------

OTHER (INCOME) EXPENSES:
- -----------------------

  Interest Expense                                 $   351,027        $    403,095
  Interest Income                                      (21,367)            (79,138)
                                                     ---------           ---------

          TOTAL OTHER EXPENSES - NET               $   329,660        $    323,957
          --------------------------                 ---------           ---------

LOSS BEFORE TAX                                        (95,565)       $   (107,741)
- ---------------

  Provision for Income Taxes                       $        --        $         --
                                                     ---------           ---------

NET (LOSS) INCOME                                  $   (95,565)       $   (107,741)
- ------------------

NET (LOSS) INCOME PER SHARE:                       $     (.01)        $       (.01)
- ---------------------------

NUMBER OF SHARES:                                    7,967,449           7,206,299
- ----------------

NET (LOSS) INCOME PER SHARE - ASSUMING DILUTION:   $      (.01)      $        (.01)
- ------------------------------------------------

NUMBER OF SHARES- ASSUMING DILUTION:                 7,967,449           7,977,004
- -----------------------------------


The Accompanying Notes are an Integral Part of These Financial Statements.

                                        3



                        BIO-REFERENCE LABORATORIES, INC.

                            STATEMENTS OF CASH FLOWS

                                   [UNAUDITED]



                                                                 Three months ended
                                                                     January 31,
                                                                 ------------------

                                                              2000              1999
                                                            --------           -------

OPERATING ACTIVITIES:
- --------------------
                                                                  
   Net Income (Loss)                                    $   (95,565)    $    (107,741)
   Adjustments to Reconcile Net Income to
   Cash Provided by Operating Activities:
    Deferred Compensation                                    39,452            17,504
    Depreciation and Amortization                           408,247           465,545
    Amortization of Deferred Asset                           23,001                --
     Provision for Bad Debts                              1,744,277         1,282,092
   Change in Assets and Liabilities
   (Increase) Decrease in:
     Accounts Receivable                                 (2,914,507)       (2,280,529)
     Other Assets                                           (40,275)           48,547
     Prepaid Expenses and Other Current Assets              (58,776)         (181,006)
     Deferred Charges and Goodwill                          (40,520)               --
   Increase (Decrease) in:
     Accounts Payable and Accrued Liabilities               (48,129)         (496,684)
                                                         ----------      ------------

           NET CASH - OPERATING ACTIVITIES              $  (982,795)    $  (1,252,272)
           -------------------------------

INVESTING ACTIVITIES:
- --------------------
   Acquisition of Equipment and

     Leasehold Improvements                             $   (40,980)    $     (51,628)


FINANCING ACTIVITIES:
- --------------------
   Payments of Long-Term Debt                           $  (216,550)    $    (333,036)
   Payments of Capital Lease Obligations                    (84,509)          (54,571)
   Increase in Revolving Line of Credit                   1,421,419         1,205,524
                                                         -----------     ------------

          NET CASH - FINANCING ACTIVITIES               $ 1,120,360     $     817,917
          -------------------------------                ----------      ------------

    NET INCREASE (DECREASE) IN CASH                     $    96,585     $    (485,983)
    -------------------------------

    CASH AT BEGINNING OF PERIODS                        $ 2,128,474     $   2,784,147
    ----------------------------                         ----------      ------------

    CASH AT END OF PERIODS                              $ 2,225,059     $   2,298,164
    ----------------------                               =========-      ============


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
- -------------------------------------------------
   Cash paid during the period for:
     Interest                                           $   336,068     $     404,751
     Income Taxes                                       $    14,825     $      15,682

The Accompanying Notes are an Integral Part of These Financial Statements.


                                        4






SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
- --------------------------------------------------------------------

During fiscal 1998, Bio-Reference  Laboratories,  Inc. ("BRLI" or "the Company")
incurred two capital lease  obligations  totaling $93,143 in connection with the
acquisition of medical equipment.

During  fiscal  1999,  the Company  incurred  seven  capital  lease  obligations
totaling  $598,122 in connection with the  acquisition of various  equipment and
leasehold improvements.

On December 30, 1996, the Company commenced a lawsuit against SmithKline Beecham
Clinical Laboratories  ["SBCL"]. In October 1998, the Company and SBCL exchanged
general releases for this lawsuit and no executory obligations were imposed upon
the Company by the  settlement  agreement.  Therefore,  the  Company  canceled a
$600,000 note payable as well as the related goodwill of approximately $550,000.
During the quarter  ended April 30,  1999,  the Company  wrote down the impaired
asset and its  associated  reserve in  connection  with the  Company's end stage
renal dialysis business acquired from SBCL in the amount of $2,924,371.

In January  1999,  the Company  issued 10,000 shares to an employee for services
rendered.

In May 1999,  the Company  recorded  $625,000 in  intangible  assets and accrued
expenses related to an employment agreement.

In December 1999, the Company  entered into an agreement with one of its vendors
to convert  approximately  $670,000 of accounts payable obligations into a three
year  long-term  debt. In addition,  the Company  issued  400,000  shares of its
common stock and options to purchase an additional  100,000 shares of its common
stock for purchasing certain assets of two unrelated companies. (See Note 21).

The  Accompanying  Notes are an Integral  Part of These  Consolidated  Financial
Statements.

                                        5



                        BIO-REFERENCE LABORATORIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

[1] In the opinion of management, the accompanying unaudited condensed financial
statements  reflect all adjustments  [consisting only of normal  adjustments and
recurring  accruals]  which are  necessary  to present a fair  statement  of the
results for the interim periods presented.

[2] The results of operations  for the three month period ended January 31, 2000
are not  necessarily  indicative  of the results to be  expected  for the entire
year.

[3] The financial  statements  and notes thereto  should be read in  conjunction
with the financial  statements  and notes for the year ended October 31, 1999 as
filed with the Securities and Exchange Commission in the Company's Annual Report
on Form 10-K.

[4] Revenues are recognized at the time the services are performed.  Revenues on
the statement of operations is net of the following  amounts for  allowances and
discounts.


                                   Three Months Ended
                                       January 31

                                2000               1999
                                ----               ----
                            $  17,098,000     $  15,708,223

A number  of  proposals  for  legislation  or  regulation  continue  to be under
discussion  which  could  have the  effect of  substantially  reducing  Medicare
reimbursements  for  clinical   laboratories.   Depending  upon  the  nature  of
regulatory  action,  if any, which is taken and the content of  legislation,  if
any, which is adopted,  the Company could  experience a significant  decrease in
revenues from Medicare and Medicaid,  which could have a material adverse effect
on the Company.  The Company is unable to predict,  however, the extent to which
such actions will be taken.

[5]  An  allowance  for  contractual  credits  and  uncollectible   accounts  is
determined  based upon a review of the  reimbursement  policies  and  subsequent
collections for the different types of receivables. This allowance, which is net
against accounts  receivable was $15,790,113 at January 31, 2000 and $11,742,488
at January 31, 1999.

[6] Inventory, consisting primarily of purchased clinical supplies, is valued at
the lower of cost (first-in, first-out) or market.

[7] Property and equipment are carried at cost.  Depreciation is computed by the
straight-line  method over the estimated  useful lives of the respective  assets
which range from 2 to 8 years.  Leasehold  improvements  are amortized  over the
life of the lease, which is approximately five years. On sale or retirement, the
asset cost and related accumulated depreciation or amortization are removed from
the accounts,  and any related gain or loss is reflected in income.  Repairs and
maintenance are charged to expense when incurred.

[8] The  preparation  of  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

[9] Cash  equivalents are comprised of certain highly liquid  investments with a
maturity of three months or less when purchased.

[10] The  Company  adopted  SFAS 128,  "Earnings  per share" in these  financial
statements.  Basic income per share is based on the weighted  average  number of
shares of common stock outstanding during each period.  Diluted income per share
includes the effects of assumed exercise of outstanding options and warrants and
the issuance of potential  common shares,  if dilutive.  At January 31, 2000 and
January  31, 1999 the  potential  issuance  of common  shares  upon  exercise of
outstanding  options and  warrants  was  anti-dilutive.  The effects of deferred
compensation is included by applying the treasury stock method.

                                        6



[11] The Company adopted  Statement of Financial  Accounting  Standards No. 123,
"Accounting  for  Stock-Based  Compensation,"  on November 1, 1996 for financial
note  disclosure  purposes and continues to apply the intrinsic  value method of
Accounting Principles Board ["APB"] Opinion No. 25, "Accounting for Stock Issued
to Employees," for financial reporting purposes.

[12] Certain long-term assets of the Company including  goodwill are reviewed at
least annually as to whether their carrying value has become impaired,  pursuant
to guidance  established in Statement of Financial Accounting Standards ["SFAS"]
No. 121,  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed  Of."  Management  considers  assets to be impaired if the
carrying value exceeds the future  projected cash flows from related  operations
[undiscounted and without interest  charges].  If impairment is deemed to exist,
the  assets  will be  written  down to  fair  value  based  upon  the  projected
discounted cash flows from related operations.  Management also re-evaluates the
periods of amortization to determine whether subsequent events and circumstances
warrant revised  estimates of useful lives.  As of January 31, 2000,  management
expected these assets to be fully recoverable.

[13] The  Company,  at  times,  issues  shares of common  stock in  payment  for
services rendered to the Company.  The estimated fair value of the shares issued
approximates the value of the services provided.

[14]  Deferred  income tax assets and  liabilities  are  computed  annually  for
differences  between  the  financial  statement  and tax  bases  of  assets  and
liabilities  that will  result in  taxable or  deductible  amounts in the future
based on  enacted  tax laws and rates  applicable  to the  periods  in which the
differences  are expected to affect  taxable  income.  Valuation  allowances are
established  when necessary to reduce deferred tax assets to the amount expected
to be  realized.  Income tax  expense is the tax payable or  refundable  for the
period  plus or minus the change  during the period in  deferred  tax assets and
liabilities.

[15] At October 31, 1999, the Company had a deferred tax asset of  approximately
$4,000,000 and a valuation allowance of approximately  $4,000,000 related to the
asset,  an increase of $ 2,344,000 from October 31, 1998. The deferred tax asset
primarily relates to net operating loss carry forwards.

[16] At January 31, 2000,  the Company had  $1,790,858  in cash in excess of the
federally insured limits.

[17] In April 1998,  the Company  amended its revolving  loan agreement with PNC
Bank.  The  maximum  amount of the credit line  available  to the Company is the
lesser  of (I)  $14,000,000  or (ii)  50% of the  Company's  qualified  accounts
receivable  [as  defined in the  agreement]  plus 100% of the face amount of any
certificates  of deposit pledged as collateral for this loan minus the amount of
any  portion  of the  outstanding  principal  balance  of its term loan which is
deemed to be collateralized by the certificates of deposit. Interest on advances
which are  collateralized  by  certificates  of deposit  will be at 2% above the
certificate  of deposit  interest  rate.  Interest on other  advances will be at
prime plus 1.25%. The credit line is  collateralized by substantially all of the
Company's assets and the assignment of a $4,000,000 life insurance policy on the
president of the Company. The line of credit is available through March 2001 and
may be extended for annual periods by mutual consents,  thereafter. The terms of
this agreement  contain,  among other  provisions,  requirements for maintaining
defined levels of capital  expenditures and net worth,  various financial ratios
and insurance  coverage.  As of October 31, 1999,  the Company was in default of
certain  covenants  (tangible  net worth,  net worth and capital  expenditures),
however, the Company has received waivers for these defaults.  As of January 31,
2000, $10,122,324 was outstanding pursuant to this facility.

[18]  Management  of the Company  evaluates the period of  amortization  for its
intangible assets to determine  whether later events and  circumstances  warrant
revised  estimates of useful lives. On a quarterly basis,  management  evaluates
whether  the  carrying  value of these  intangible  assets has become  impaired.
Management  considers  assets to be impaired if the carrying  value  exceeds the
future projected cash flows from related  operations  (undiscounted  and without
interest charges).  If impairment does exist, the assets will be written down to
fair value.

[19] In the normal course of its business, the Company is exposed to a number of
asserted and unasserted  potential  claims.  In the opinion of  management,  the
resolution  of these  matters  will not have a  material  adverse  affect on the
Company's financial position or results of operations.

The Company is being  represented by counsel in connection  with various reviews
being  conducted  by  the  Company's  Medicare  carrier.   One  review  involved
overpayments  that occur in the normal course of business.  The Company believes
the overpayment will be approximately  $150,000,  of which approximately $75,000
has already been remitted to Medicare.  Counsel representing the Company in this
matter has advised that he cannot offer any opinion or

                                       7



projection at this time as to whether the anticipated liability will be resolved
at $150,000 or whether it will be increased. Counsel has advised that based upon
his review of documents, many of the claims that Medicare thought were duplicate
payments were not in fact duplicates,  but rather were properly billed.  Counsel
also advised that in view of the complexity of the issue,  he believes the final
overpayment will be an amount negotiated  between the Company and Medicare.  The
Company has reserved $150,000 in its October 31, 1999 financial  statements with
respect to this matter.

In January 2000, the Company  commenced  negotiations  with New Jersey  Medicaid
regarding  a claim made  against  the  Company by the State of New  Jersey.  The
alleged  claim was  received  by the  Company on December  28,  1999.  The claim
alleged that the Company was reimbursed by the State for claims  submitted based
on test requisitions which,  although authorized by the physician,  did not bear
the physician's actual signature. The Company immediately disputed the claim.

The  Company  believes it has been  compliant  with all  requirements  regarding
claims  submitted for payment by New Jersey Medicaid and in fact requires actual
physician  signatures before it bills New Jersey Medicaid.  However, the Company
and New Jersey Medicaid entered into a compromise  agreement on January 19, 2000
to a full  settlement for this claim in the amount of $227,000.  The Company has
accrued  this  settlement  amount  in  its  October  31,  1999  financials.  The
settlement is subject to the parties'  execution of a written  agreement setting
forth its terms and to the approval of the  Director of the New Jersey  Division
of Medical  Assistance.  Approval of the settlement is being  recommended to the
Director. The matter is still pending.

[20] On April 9, 1998, the Company  acquired the assets and certain  liabilities
of Medilabs, Inc. ("MLI") from LTC Service and Holdings, Inc. ("Holdings") and a
wholly-owned   subsidiary  of  Long-Term  Care  Services,   Inc.  ("LTC").   The
acquisition was effective April 9, 1998 for accounting purposes.  The operations
of MLI were included in the Company's results of operations  commencing April 9,
1998.  In  connection  with the  acquisition  of MLI,  certain key MLI employees
signed  employment  agreements with the Company for an unspecified  period which
included a six month  non-competition  clause. In addition,  LTC, Holdings,  two
affiliated   corporations   and  an  employee  of  LTC  signed   non-competition
agreements.

The purchase  price was  $5,500,000  consisting  of cash  payments of $4,000,000
delivered   by  BRLI  at  the  closing   (including   $50,000  of  payments  for
non-competition  agreements with LTC, Holdings, two affiliated  corporations and
an employee of LTC and $200,000 of payments for access and use through  April 8,
1999 of a laboratory  hardware and software system of significant  importance to
the MLI business) and delivery by BRLI of its $1,500,000 promissory note payable
without interest in three semi-annual installments commencing one year after the
closing. In addition,  BRLI paid an MLI obligation of $122,366 at the closing to
an MLI  affiliated  entity for MLI's use through the closing  date of a piece of
analytical  equipment  which was  continued to be used by MLI after the closing.
The Stock  Purchase  Agreement  also  provides  for a maximum of  $1,250,000  in
additional  payments to be made by BRLI if certain  revenues are realized by MLI
after closing.

[21] On December 2, 1999,  the Company  entered  into an  agreement  to purchase
certain assets utilized by a company that is engaged in selling Internet website
design and other  Internet-oriented  services to medical professionals and other
healthcare  professionals.  The Company  delivered  140,000 shares of its common
stock in payment for the web  business  along with  60,000  shares of its common
stock in consideration for related non-competition agreements. The fair value of
the 200,000 shares of common stock was approximately  $200,000. The Company also
paid $10,000 to a former executive officer of the website company and executed a
one year consulting  agreement with the website company for a minimum consulting
fee of $40,000 in the  initial  year and  $50,000 in any  subsequent  year.  The
Company granted the website  business an option to purchase a maximum of 100,000
shares of the Company's common stock exercisable at $3.00 per share with certain
vesting restrictions.

On December 14, 1999, the Company entered into an agreement to purchase  certain
assets  utilized  by a company  that is  engaged in the  manufacture  of certain
health food products.  The Company  delivered 180,000 shares of its common stock
in payment for the health food  business  along with 20,000 shares of its common
stock in  consideration  for a related  non-competition  agreement.  The Company
entered into an employment agreement in connection with this purchase.  The fair
value of the 200,000  shares of common  stock was  approximately  $200,000.  The
Company also entered into an employment agreement providing for an annual salary
of $150,000  plus  commissions  and a signing  bonus of  $100,000  payable in 24
monthly installments.

These acquisitions are not material to the Company.

                                       8



Item 2.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                              RESULTS OF OPERATIONS

Note Regarding Forward-Looking Statements
- -----------------------------------------

This Quarterly  Report on Form 10-Q contains  historical  information as well as
forward-looking  statements.  Statements looking forward in time are included in
this Annual  Report  pursuant  to the "safe  harbor"  provisions  of the Private
Securities  Litigation  Reform Act of 1995.  Such  statements  involve known and
unknown risks and  uncertainties  that may cause the Company's actual results in
future periods to be materially different from any future performance  suggested
herein.

NET REVENUES:
- ------------

Net revenues for the three month period ended January 31, 2000 were $15,029,560,
as compared to  $12,640,484  for the three month period ended  January 31, 1999;
this  represents  a 19%  increase  in net  revenues.  Medilabs  ("MLI")  had net
revenues of  $3,110,366 or 21% of the Company's net revenues for the most recent
quarter as  compared  to  $3,285,539  or 26% for the three  month  period  ended
January  31,  1999.  The  Company  acquired  certain  assets of Right Body Foods
("RBF") in December  1999.  RBF had net revenues of $9,321 for the quarter ended
January 31,2000.

The number of patients processed during the three month period ended January 31,
2000 was 312,391 which was 12% greater when compared to the  comparable  quarter
in 1999.  MLI  accounted for 33% of the patient count for the three month period
ended  January  31, 2000 and 35% for the three month  period  ended  January 31,
1999.  Net revenue per patient for the three month period ended January 31, 1999
was $45.18  compared to net revenue per patient for the three month period ended
January  31, 2000 of $48.11,  an increase of $2.93 or 6%.  MLI's net revenue per
patient was $29.96 for the three month period ended  January 31, 2000 and $33.14
for the three month period ended January 31, 1999.

In June 1999,  the Company  licensed  software to allow for the  grouping of the
analysis of medical claims data and has proceeded to develop its own proprietary
algorithms and enhancements to the licensed software so as to include laboratory
and  prescription  data.  This  business  unit,  called  PSIMedica   (Population
Strategies and  Interventions  in Medicine),  is currently  negotiating with two
ERISA funds which total over 60,000 lives as beta sites for its analytical tools
and  programs.  The Company  expects to seek  customers  for its services by mid
fiscal year 2000.

In December  1999,  the Company  announced the  acquisition of certain assets of
DoctorNY.com  (www.doctorny.com),  a health  portal which,  with its  associated
domain sites and  existing  physician  websites,  includes  website  development
capabilities  for health care  providers,  together  with a search  engine which
allows consumers to locate physicians by region, credentials, specialty or other
parameters.  The Company announced the consumer view represented by DoctorNY.com
was part of its entry into the e-health marketplace.

In   February   2000,    the   Company    announced   the   formation   of   its
business-to-business   Internet   strategy   which  was   assigned  to  its  new
CareEvolve.com  business  unit.  This  unit is  currently  developing  physician
services   to   enhance   physician-patient   and   physician-payor   electronic
communications on a secure basis (i.e., preserving  confidentiality),  including
communicating   laboratory  results,   e-mail  prescriptions,   refills,   payor
verification  and  eligibility.   The  CareEvolve   system  will  further  offer
physicians  claims  processing,  CME credits,  immunization  records and promote
e-commerce services,  including physician supplies, office supplies and computer
hardware. The Company intends to market these services to its existing physician
network  as well as to other  individual  physicians  and  groups of  physicians
through its existing marketing staff.

In December 1999, the Company acquired certain assets of Right Body Foods, Inc.,
a manufacturer and distributor of freshly  prepared,  starch free,  low-calorie,
low carbohydrate,  food products, located in Syosset, New York. Its products are
sold through health professionals, dieticians, nutritionists and physicians. The
Company expects to use its marketing staff and physician network to increase the
distribution  of these  products.  In January 2000,  the Company  announced that
Donald D. Bennett,  Chairman and CEO of Richfoods  Holdings,  will chair the RBF
advisory  board  which will  consist of  industry  experts to help guide the RBF
concept and product line through its expansion.

                                        9



COST OF SERVICES:
- ----------------

Cost of Services  increased  from  $7,206,471  for the three month  period ended
January 31, 1999 to  $8,085,443  for the three month  period  ended  January 31,
2000, an increase of $878,972 or 12%. This increase is in line with the increase
in net revenues of 19%. RBF contributed approximately $40,000 to this increase.

GROSS PROFITS:
- -------------

Gross  profit on net  revenues  increased  from  $5,434,012  for the three month
period  ended  January 31, 1999 to  $6,524,117  for the three month period ended
January 31,  2000;  an  increase of  $1,090,105  primarily  attributable  to the
increase in  revenues.  Profit  margins  increased  by  approximately  1% and is
primarily  attributable  to the  increased  net  revenues  per  patient  and the
decrease in direct costs  relative to the increase in net  revenues.  Management
believes that capacity,  once the Company's  automated  chemistry  laboratory is
completed during fiscal 2000, will be more than adequate to handle the projected
increase in patient volume.

GENERAL AND ADMINISTRATIVE EXPENSES:
- -----------------------------------

General and administrative expenses for the three month period ended January 31,
2000 were  $6,290,022  as compared to $ 5,217,796  for the quarter ended January
31, 1999, an increase of $1,072,266 or 21%. Of this increase,  $460,000 (or 45%)
was  related  to an  increase  in bad debt  expense  which is  reflected  in the
Company's increase in revenues.  The balance of this increase is attributable to
(1) a 24% (approximately  $250,000) increase in marketing expenses and (2) a 36%
(approximately $390,000) increase in telephone and data processing expenses.

INTEREST EXPENSE:
- ----------------

Interest  expense  decreased  from  $403,095  for the three month  period  ended
January 31, 1999 to $351,027 for the three month period ended  January 31, 2000,
a  decrease  of  $52,068 or 13%.  Management  believes  that this trend will not
continue in the future due to the increased use of its revolving line of credit.

INCOME (LOSS):
- -------------

The  Company's  net loss for the three month period  ended  January 31, 2000 was
$95,565.  Of this loss,  approximately  $43,000 was attributable to the start up
costs related to the  expansion of the RBF product  line.  Without the effect of
RBF,  the Company  had a loss of  approximately  $52,565,  compared to a loss of
$107,741 for the comparable period ended January 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES:
- -------------------------------

Working capital as of January 31, 2000 was approximately  $4,000,000 as compared
to approximately  $3,500,000 at October 31, 1999. The Company increased its cash
position  by  approximately  $96,000  during the  current  quarter.  The Company
utilized  approximately  $1,000,000 in cash for operating activities.  To offset
this use of cash the Company  borrowed  $1,000,000 in short-term debt and repaid
approximately  $300,000 in existing debt. The Company had current liabilities of
approximately  $19,000,000  at January 31, 2000. The three largest items in this
category are notes  payable of  approximately  $10,100,000, accounts  payable of
approximately  $1,200,000 and current portion of long-term debt of approximately
$1,300,000  The Company  entered  into an  agreement  with one of its vendors to
convert approximately $670,000 of accounts payable obligations into a three year
term debt.

Credit risk with respect to accounts receivable is generally  diversified due to
the large number of patients  comprising  the client base. The Company does have
significant  receivable  balances with government  payors and various  insurance
carriers.  Generally,  the Company does not require collateral or other security
to support customer  receivables,  however, the Company continually monitors and
evaluates its client acceptance and collection  procedures to minimize potential
credit risks associated with its accounts  receivable.  The Company  establishes
and  maintains an allowance for  uncollectible  accounts  based upon  collection
history and  anticipated  collection,  and as a  consequence,  believes that its
accounts  receivable  credit risk exposure beyond such allowance is not material
to the financial statements.

                                       10



A number of proposals  for  legislation  continue to be under  discussion  which
could  substantially  reduce  Medicare and Medicaid  reimbursements  to clinical
laboratories. Depending upon the nature of regulatory action, and the content of
legislation,  the Company could  experience a  significant  decrease in revenues
from Medicare and Medicaid,  which could have a material  adverse  effect on the
Company.  The Company is unable to predict,  however,  the extent to which other
such actions will be taken.  On a positive note,  Medicare has announced that it
will more than  double  the  reimbursement  rate for Pap  tests  (from  $7.15 to
$14.60) and will commence to reimburse for PSA tests starting January 1, 2000.

In January 2000, the Company  commenced  negotiations  with New Jersey  Medicaid
regarding a claim (the  "Claim")  made by the State in  December  1999 that with
respect to certain clinical laboratory tests for which  reimbursements were made
by the  State  to the  Company.  Although  such  tests  were  authorized  by the
physician,  the underlying  laboratory test requisitions did not bear the actual
signature of the physician ordering the test.

The  Company  believes it has been  compliant  with all  requirements  regarding
claims  submitted for payment by New Jersey Medicaid and in fact requires actual
physician  signatures before it bills New Jersey Medicaid.  However, the Company
and New Jersey Medicaid have entered into an oral agreement in January 2000 to a
settlement of approximately  $227,000 to cover the claim and the Company accrued
this  settlement  amount in its  October  31,  1999  financial  statements.  The
settlement is subject to the parties'  execution of a written  agreement setting
forth its terms and to the approval of the  Director of the New Jersey  Division
of Medical  Assistance.  Approval of the settlement is being  recommended to the
Director.

New  Jersey  Medicaid  is the only payor the  Company  does  business  with that
requires an actual physician signature on every laboratory  requisition.  In the
fiscal  year  ending   October  31,  1999,  New  Jersey   Medicaid   represented
approximately 3% of the Company's total net revenues.

The Company is being  represented by counsel in connection  with various reviews
being  conducted  by  the  Company's  Medicare  carrier.   One  review  involved
overpayments  that occur in the normal course of business.  The Company believes
the overpayment will be approximately  $150,000,  of which approximately $75,000
has been remitted to Medicare.  Counsel  representing the Company in this matter
has advised  that he cannot offer any opinion or  projection  at this time as to
whether  the  anticipated  liability  will be resolved at $150,000 or whether it
will be increased.  Counsel has advised that based upon his review of documents,
many of the claims that  Medicare  thought were  duplicate  payments were not in
fact duplicates,  but rather were properly billed.  Counsel also advised that in
view of the complexity of the issue, he believes the final  overpayment  will be
an amount negotiated  between the Company and Medicare.  The Company has accrued
this amount ($150,000) in its October 31, 1999 financial statements.

In April 1998,  the Company  amended its revolving loan agreement with PNC Bank.
The maximum  amount of the credit line available to the Company is the lesser of
(1) $14,000,000 or (ii) 50% of the Company's  qualified accounts  receivable [as
defined in the agreement]  plus 100% of the face amount of any  certificates  of
deposit  pledged as collateral  for this loan minus the amount of any portion of
the  outstanding  principal  balance  of the term  loan  which is  deemed  to be
collateralized  by the  certificates of deposit.  Interest on advances which are
collateralized by certificates of deposit will be at 2% above the certificate of
deposit  interest rate.  Interest on other advances will be at prime plus 1.25%.
The credit line is  collateralized  by substantially all of the Company's assets
and the assignment of a $4,000,000 life insurance policy on the president of the
Company.  The line of credit is available through March 2001 and may be extended
for annual  periods by mutual  consent  thereafter.  The terms of this agreement
contain, among other provisions,  requirements for maintaining defined levels of
capital  expenditures  and net worth,  various  financial  ratios and  insurance
coverage.  As of October  31,  1998,  the  Company  was in  compliance  with the
covenant  provisions of this  agreement and was  utilizing  $12,000,000  of this
credit  facility.  As of October 31, 1999, the Company was in default of certain
covenants, however, the Company subsequently received waivers for these defaults
on  January  20,  2000.  As of October  31,  1999,  the  Company  was  utilizing
$8,700,905  of this credit  facility.  As of January 31,  2000,  the Company was
utilizing $10,122,324 of this credit facility.

                                       11



The Company has various employment and consulting  agreements for terms of up to
seven years with  commitments  totaling  approximately  $5,700,000 and operating
leases   with   commitments   totaling   approximately   $4,500,000   (of  which
approximately $1,560,000 and $1,600,000 are due during fiscal 2000)

The Company's  cash balances at January 31, 2000 were  $2,225,059 as compared to
$2,128,474 at October 31, 1999.  Historically,  the Company experiences a use of
cash from operating  activities during the first quarter.  However,  the Company
believes that its cash position, the anticipated cash generated from operations,
the  expanded  use  of its  credit  line  with  PNC  Bank,  the  utilization  of
certificates of deposits  maturing during the second quarter of fiscal year 2000
and the interest due thereupon, will meet its future cash needs.

Impact of Inflation
- -------------------

To date, inflation has not had a material effect on the Company's operations.

New Authoritative Pronouncements
- --------------------------------

The Financial  Accounting Standards Board ("FASB") issued Statement of Financial
Accounting  Standards ("SFAS") No. 137,  "Accounting for Derivative  Instruments
and Hedging  Activities-Deferral  of Effective Date of FASB Statements No. 133."
The Statement  defers for one year the effective date of FASB Statement No. 133,
"Accounting  for Derivative  Instruments and Hedging  Activities."  The rule now
will apply to all fiscal  quarters of all fiscal years  beginning after June 15,
2000. The Statement will require the Company to recognize all derivatives on the
balance sheet at fair value. Derivatives that are not hedges must be adjusted to
fair value through income. If the derivative is a hedge,  depending on the value
of the hedged assets,  liabilities,  or firm commitments are recognized  through
earnings or are recognized in other  comprehensive  income until the hedged item
is recognized in earnings.  The ineffective  portion of a derivative's change in
fair value will be immediately  recognized in earnings. The adoption of SFAS No.
137 is not  expected  to have a material  impact on the  Company's  consolidated
results of operation, financial position or cash flows.

Note Regarding Forward-Looking Statements
- -----------------------------------------

This Quarterly  Report on Form 10-Q contains  historical  information as well as
forward-looking  statements.  Statements looking forward in time are included in
this Annual  Report  pursuant  to the "safe  harbor"  provisions  of the Private
Securities  Litigation  Reform Act of 1995.  Such  statements  involve known and
unknown risks and  uncertainties  that may cause the Company's actual results in
future periods to be materially different from any future performance  suggested
herein.

                                     PART II

Item 6

EXHIBITS AND REPORTS ON FORM 8-K
- --------------------------------

No reports on Form 8-K have been filed  during the  quarter  ended  January  31,
2000.

                                       12



                                   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.

                                          BIO-REFERENCE LABORATORIES, INC.
                                          (Registrant)

                                          /S/ Marc D. Grodman, M.D.
                                          --------------------------------------
                                          Marc D. Grodman, M.D.
                                          President




                                          /S/ Sam Singer
                                          --------------------------------------
                                          Sam Singer
                                          Chief Financial and Accounting Officer

Date: March 15, 2000

                                       13