SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 12b-25

                        Commission File Number 001-14053

                           NOTIFICATION OF LATE FILING

                                  (Check One):
            |_ | Form 10-K |_| Form 11-K |_| Form 20-F |X| Form 10-Q
                          |_| Form N-SAR |_| Form N-CSR


                        For Period Ended: March 31, 2005

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

                       |_| Transition Report on Form 10-K
                       |_| Transition Report on Form 20-F
                       |_| Transition Report on Form 11-K
                       |_| Transition Report on Form 10-Q
                       |_| Transition Report on Form N-SAR

                        For the Transition Period Ended:

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

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates: N/A

                                     PART I
                             REGISTRANT INFORMATION

                            MILESTONE SCIENTIFIC INC.
                             Full Name of Registrant


               --------------------------------------------------
                            Former Name if Applicable

               220 South Orange Avenue, Livingston Corporate Park
            Address of Principal Executive Office (Street and Number)
                               Livingston NJ 07039
                            City, State and Zip Code




                                     PART II
                             RULES 12b-25(b) AND (c)

      If the subject  report could not be filed without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate.)

|X| (a) The  reasons  described  in  reasonable  detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

|X| (b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion  thereof,  will
be filed on or before the fifteenth  calendar day following the  prescribed  due
date;  or the subject  quarterly  report or  transition  report on Form 10-Q, or
portion  thereof will be filed on or before the fifth calendar day following the
prescribed due date; and

|_| (c) The  accountant's  statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.

                                    PART III
                                    NARRATIVE

      State below in reasonable  detail the reasons why Form 10-K,  11-K,  20-F,
10-Q,  N-SAR,  N-CSR or the transition  report or portion thereof,  could not be
filed within the prescribed time period.

      The filing of the  registrant's  Quarterly  Report on form  10-QSB for the
quarter ended March 31, 2005 has been delayed  because of the press of two other
urgent matters  immediately  before the deadline for filing the quarterly report
on form 10-QSB. The registrant believes that its quarterly report on form 10-QSB
for such period will be available for filing on or before May 18, 2005.

                                     PART IV
                                OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification

         Kevin Lusardi                     (973) 535 2717
         -------------                     ------------------------------
         (Name)                            (Area Code) (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant  was  required to file such  report(s)  been filed?  If answer is no,
identify report(s). |X| Yes |_| No

(3) Is it anticipated  that any  significant  change in results of operation for
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof? |X|
Yes | | No

If so: attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.


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            For the quarter  ended March 31,  2005,  the  registrant  expects to
      report  a net loss of  approximately  $880,000  compared  to a net loss of
      $518,793 for the same period for the last fiscal year.

                            MILESTONE SCIENTIFIC INC.
                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date  05/17/05                              By:  /s/ Kevin T. Lusardi
                                                 -------------------------
                                            Name: Kevin T. Lusardi
                                            Title: Chief Financial Officer

Instruction: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

Intentional  misstatements  or omissions  of fact  constitute  Federal  criminal
violations. (See 18 U.S.C. 1001)

                              GENERAL INSTRUCTIONS

1. This form is required by Rule  12b-25 of the  General  Rules and  Regulations
under the Securities Exchange Act of 1934.

2. One signed  original and four  conformed  copies of this form and  amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington,  D.C.  20549,  in accordance  with Rule 0-3 of the General Rules and
Regulations  under the Act. The information  contained in or filed with the form
will be made a matter of public record in the Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed with
each  national  securities  exchange  on which  any class of  securities  of the
registrant is registered.

4.  Amendments to the  notifications  must also be filed on form 12b-25 but need
not restate  information  that has been correctly  furnished.  The form shall be
clearly indentified as an amended notification.

5. Electronic filers. This form shall not be used by electronic filers unable to
timely file a report  solely due to  electronic  difficulties.  Filers unable to
submit a report  within  the  time  period  prescribed  due to  difficulties  in
electronic  filing  should comply with either Rule 201 or Rule 202 of Regulation
S-T or  apply  for an  adjustment  in  filing  date  pursuant  to Rule  13(b) of
Regulation S-T.


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