<R>
<TABLE>

                                                                                     
As filed with the Securities and Exchange Commission on June 7, 2005           Registration no. 333-124692
----------------------------------------------------------------------------------------------------------
</TABLE>
</R>

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

<R>
                                AMENDMENT NO. 1
                                    FORM S-3
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
</R>



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

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

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

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

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

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

                                   -----------

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

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

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

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

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

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

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







                         CALCULATION OF REGISTRATION FEE




<R>
<TABLE>

==========================================================================================================================
                                                                                       PROPOSED MAXIMUM
                                                                    PROPOSED MAXIMUM       AGGREGATE         AMOUNT OF
TITLE OF EACH CLASS OF                              AMOUNT TO BE     OFFERING PRICE        OFFERING        REGISTRATION
SECURITIES TO BE REGISTERED                          REGISTERED     PER SECURITY(1)        PRICE(1)             FEE
--------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Shares of Common Stock, par value $.001              1,215,597         $2.71 (2)          $3,228,190          $387.02
   per share
--------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, par value $.001                507,536         $2.32 (3)          $1,177,484          $138.59
   per share
--------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, par value $.001                100,000         $4.89 (5)           $489,000            $57.56
   per share, underlying options (4)                    
--------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, par value $.001
   per share, underlying warrants  (4)                333,807          $4.89 (5)          $1,632,316          $192.12
--------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, par value $.001
   per share, underlying options (4)                   16,666          $2.71 (5)            $29,499            $5.32
--------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, par value $.001
   per share, underlying options (4)                   66,667          $4.37 (5)           $291,335            $34.29
--------------------------------------------------------------------------------------------------------------------------
Warrants (4)                                           30,675          $0.48 (6)            $14,580             $1.73
--------------------------------------------------------------------------------------------------------------------------
Total Registration Fee                                                                                        $816.63
--------------------------------------------------------------------------------------------------------------------------
Previously paid                                                                                               $620.48
--------------------------------------------------------------------------------------------------------------------------
   Balance due                                                                                                $196.15
==========================================================================================================================
</TABLE>

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

(2)   Pursuant to Rule 457(c), the maximum offering price for the common stock 
      is based upon the average of the high and low sales prices of the Common 
      Stock on the American Stock Exchange on May 4, 2005 of $2.71.

(3)   Pursuant to Rule 457(c), the maximum offering price for the common stock 
      is based upon the average of the high and low sales prices of the Common
      Stock on the American Stock Exchange on June 2, 2005 of $2.32.

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

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

(6)   Pursuant to Rule 457(c), the maximum offering price for the warrants is
      based upon the average of the high and low sales prices of the Warrants on
      the American Stock Exchange on May 4, 2005 of $0.48
</R>
















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

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


                                       2



PROSPECTUS

SUBJECT TO COMPLETION

<R>
                2,240,273 SHARES OF COMMON STOCK PAR VALUE $.001
                 30,675 WARRANTS, EACH TO PURCHASE ONE SHARE OF
                          COMMON STOCK PAR VALUE $.001
</R>

                            MILESTONE SCIENTIFIC INC.

<R>
         The selling stockholders named in this prospectus are offering to sell
up to an aggregate of 2,240,273 shares of our common stock and 30,675 warrants,
each to purchase one share of common stock at $4.89 per share, as follows:

157,148             Shares issued to various vendors and consultants in payment
                    of outstanding trade payables and service fees in the
                    aggregate amount of approximately $390,333;
</R>

1,212,528           Shares (including 202,088 shares issuable upon exercise of
                    warrants) issued to third party accredited investors in a
                    $3,000,000 private placement of Units each consisting of ten
                    shares of common stock and two warrants, each to purchase
                    one share of common stock, in March, 2005;

43,424              Shares issued to our Director of Clinical Affairs as payment
                    for assignment of patented inventions, in the aggregate
                    amount of $70,000;

12,121              Shares issued to two employees in December 2004, as a bonus,
                    in the aggregate amount of $20,000; 

500,000             shares issuable to Ionic White, Inc., in quarterly
                    installments of 125,000 shares within 10 days after the end
                    of each of the four fiscal quarters commencing July 1, 2005
                    upon payment of the subscription price of $3.00 per share.

100,000             shares issuable upon the exercise of an option expiring on
                    May 17, 2008, to buy shares of our common stock at an
                    exercise price of $4.89 per share; provided that such option
                    will not be exercisable unless at least 2,000,000 tooth
                    whitening starter kits are purchased and will be exercisable
                    in full only of at least 3,000,000 kits are purchased.

16,666              Shares issuable to our Director of Clinical Affairs upon
                    exercise of options, expiring on December 5, 2009, to buy
                    shares of our common stock at an exercise price of $1.77 per
                    share, granted in connection with an assignment to Milestone
                    of two newly patented inventions.

101,044             Shares issuable upon the exercise of warrants, expiring
                    February 16, 2009, issued as part of the commissions paid in
                    connection with the March, 2005 private placement of units
                    to accredited investors.

66,667              Shares issuable to a nominee of certain partners of our
                    legal counsel upon the exercise of options expiring on May [
                    ], 2010, to buy shares of our common stock at an exercise
                    price of $4.37 per share, as compensation for extending
                    credit and for past services rendered.

30,675               Warrants expiring February 16, 2009, to buy shares of our
                     common stock at a price of $4.89 per share, issued to a
                     nominee of certain partners of our legal counsel in part
                     payment of accrued liabilities for legal services in the
                     amount of $200,000, and the 30,675 shares underlying those
                     warrants.

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

<R>
         Shares of our common stock and warrants to purchase shares of our
common stock are traded on the American Stock Exchange under the symbols "MS"
and "MS.WS" respectively. On June 6, 2005 the closing price of our common stock 
was $2.49 per share and the closing price of our warrant was $0.36 per share.
</R>

         See "Risk Factors" beginning on Page 14 for the factors you should
consider before buying shares of our common stock.

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

                  The date of this prospectus is June 7, 2005.





                                       3





                                TABLE OF CONTENTS
                                                                            PAGE

WHERE YOU CAN FIND MORE INFORMATION..........................................5
REPORTS TO SECURITY HOLDERS..................................................5
INCORPORATION OF DOCUMENTS BY REFERENCE......................................5
SUMMARY......................................................................7
RISK FACTORS................................................................11
FORWARD LOOKING STATEMENTS..................................................15
USE OF PROCEEDS.............................................................15
SELLING SECURITY HOLDERS....................................................15
PLAN OF DISTRIBUTION........................................................21
LEGAL MATTERS...............................................................22
EXPERTS.....................................................................22
INTEREST OF NAMED EXPERT AND COUNSEL........................................23
LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION......................23











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





                                       4




                       WHERE YOU CAN FIND MORE INFORMATION

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

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


                           REPORTS TO SECURITY HOLDERS

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


                     INCORPORATION OF DOCUMENTS BY REFERENCE

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

         (1)   Annual Report on Form 10-KSB for the fiscal year ended December
               31, 2004;

         (2)   Quarterly Report on Form 10-QSB for the quarter ended March 31,
               2005


         (3)   Current Reports on Form 8-K filed on January 6, April 5, 2005 and
               May 23, 2005; and

         (4)   Each document filed after the date of this prospectus pursuant to
               Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
               but before this offering terminates is incorporated in this
               prospectus by reference and is to be treated as part of this
               prospectus from the date it was filed. Any statement contained in
               a document incorporated or deemed to be incorporated in this
               prospectus by reference is modified or superseded to the extent
               that a statement contained in this prospectus or in any other
               subsequently filed document which is incorporated in this
               prospectus by reference modifies or supersedes such statement.




                                       5



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

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















                                       6



                                     SUMMARY

         OVERVIEW

         Milestone Scientific Inc. is the world leader in advanced injection
technology. Its principal product, CompuDent(R), a computer controlled,
precision metered, local anesthetic injection system (the "CompuDent"), enables
a dentist to consistently administer safe, effective and painless injections.
CompuDent is a revolutionary device, considered one of the major advances in
dentistry of the twentieth century. It has been favorably evaluated in
approximately 50 peer reviewed or independent clinical research reports. In 2004
the CompuDent was prominently featured in the leading textbook on dental
anesthesia, the "Handbook of Local Anesthesia" by Stanley F. Malamed, DDS.(1)

     CompuDent, including its ergonomically designed single use hand-piece The
Wand(R), ( "The Wand"), provides numerous, well documented benefits:

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

         o   the pencil grip used with The Wand handpiece allows unprecedented
             tactile sense and accurate control;

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

         o   bi-directional rotation of The Wand handpiece eliminates needle
             deflection resulting in greater success and more rapid onset of
             anesthesia in mandibular block injections;

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

         o   the ergonomic design of The Wand handpiece makes an injection
             easier and less stressful to administer, lowering the risk of
             carpal tunnel syndrome;

         o   reduces tissue tearing and necrosis and results in less
             post-operative or post-procedure pain, but is awaiting further
             clinical evidence before publicly making these claims.


OTHER PRODUCTS AND TECHNOLOGIES

         To enhance its role as the world leader in advanced injection
technology, Milestone has developed the following array of other technologically
advanced products for the delivery of local anesthetics and liquid medicaments.

         CompuMed

         Milestone developed and in 2001 began limited marketing of
"CompuMed(R)", a computer controlled injection system geared to the needs of the
medical market and providing benefits similar to the CompuDent. CompuMed allows
many medical procedures, now requiring IV sedation, to be performed with only
local anesthesia because of the dramatic pain reduction. Also, dosages of local




-----------------
(1) Dr. Malamed is widely recognized as the preeminent authority on dental
anesthesia. New editions of his "Handbook of Local Anesthesia" are published
once every seven years and are used in all major U.S. and many foreign dental
schools. It is the largest selling textbook in dental anesthesia and is the
third largest selling dental textbook. The current edition recommends use of the
CompuDent and devotes 62 paragraphs to the device and its application. Milestone
understands that this is the first instance in which Dr. Malamed's text has
recommended a particular device.



                                       7



anesthetic can often be significantly reduced, thus reducing side effects,
accelerating recovery times, lowering costs and eliminating complications.
CompuMed is now gaining growing clinical evidence showing benefits from use in
colorectal surgery, podiatry, dermatology, including surgery for the removal of
basal cell carcinomas and other oncological dermatologic procedures, nasal and
sinus surgery, including rhinoplasty, hair transplantation and plastic surgery.

         SafetyWand

         Following adoption of the Federal Needlestick Safety and Prevention Act
Milestone developed, and in September 2003 the FDA approved marketing of,
Milestone's The SafetyWand(TM) ("SafetyWand") disposable handpiece, a patented
injection device that incorporates safety engineering sharps protection features
to aid in the prevention of needlesticks. The SafetyWand is the first patented
injection device to be fully compliant with OSHA regulations under the federal
Needlestick Safety Act while meeting the clinical needs of dentists.

         While safety injection devices have been mandated since 2000 under
federal law, OSHA had been unable to enforce this law against dentists because
of the inadequacy of existing devices to meet both the requirements of the law
and the clinical needs of dentists. The SafetyWand meets these requirements and
provides dental practitioners with a safer retractable needle device, with
single hand activation, which is reusable multiple times during a single patient
visit, yet small and sleek enough not to obscure the dentist's sometimes limited
field of view. Since SafetyWand is now available commercially, OSHA has begun to
enforce existing regulations requiring the use of safety engineered devices.
OSHA is empowered to levy substantial fines for failure to use these devices.

         CompuFlo

          CompuFlo(TM) ("CompuFlo"), developed by Milestone, is a revolutionary
new technology for injections. CompuFlo enables health care practitioners to
monitor and precisely control "pressure", "rate" and "volume" during all
injections and can be used to inject all liquid medicaments as well as
anesthetics. CompuFlo can also be used to aspirate body fluids.

                  In September 2004, Milestone Scientific was issued United
States Patent No. 6,786,885 (date of issue September 14, 2004) on CompuFlo
technology, entitled "Pressure/Force Computer Controlled Drug Delivery System
with Exit Pressure. Proprietary software working with an innovative technology
allows the system to continuously monitor and control the exit pressure of fluid
and/or medication during an injection. This same technology also enables doctors
to accurately identify different tissue types based on exit pressure during an
injection. The technology appears to have many applications in both medicine and
dentistry including epidural injections. In December 2004, the United States
Patent Office issued a "Notice of Allowance" for patent protection on two
additional critical elements of the CompuFlo automated drug delivery technology:
"Drug Delivery System with Profiles" and "Pressure/Force Computer Controlled
Drug Delivery with Automated Charging". The first of these two additional
technologies standardizes and simplifies the drug delivery process, while the
second provides the means to deliver any volume of medication or infused fluid,
such as a saline solution, into the human body.


         Epidurals. In 2004, successful results of two independent pilot
clinical studies confirmed the efficacy of the CompuFlo pressure/force computer
controlled anesthetic delivery system in identifying the epidural space.
Identifying when a hypodermic needle has entered the epidural space is a
critically





                                       8


important factor in the safety and effectiveness of anesthetic injections
administered during childbirth and in the course of pain management therapy. A
report on the results of the study, conducted through the University of Texas
Health Science Center at Houston under the guidance of Dr. Oscar Ghelber,
Assistant Professor of Anesthesiology, was presented at the Society for
Technology in Anesthesia (STA) meeting on October 28th, 2004. Proper and
consistent identification of the epidural space represents a critical step
towards the adoption of Milestone's technology for the administration of
epidural anesthesia.

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

         In addition to products enhancing its position in advanced injection
technology, in 2004 Milestone acquired rights to a proprietary dental
enhancement system now named the CoolBlue Wand(TM) ("CoolBlue Wand").

         CoolBlue Wand Dental Enhancement System

         The CoolBlue Wand dental enhancement system uses blue light emitting
diodes for fast curing of dental composite material, trans-illumination of teeth
and activation of whitening gels and pastes. Initially Milestone viewed the
CoolBlue Wand as an aid to its sales force in gaining access to dental offices
for sales of CompuDent. However, in view of the burgeoning consumer demand for
tooth whitening, Milestone has developed a professional in-office tooth
whitening product that will also provide access to the consumer tooth whitening
market.


         CoolBlue(TM) Tooth Whitening System ("CoolBlue")

         The CoolBlue Tooth Whitening system is a professional whitening system
marketed directly to dental offices. The technique used with this system is
differentiated from the competition in the following manner.

         1.  It uses blue Light Emitting Diodes (LED), rather than a high
             intensity plasma arc light, to accelerate the whitening process.

         2.  In contrast to currently available methods, it requires a minimum
             amount of time in the dental chair, as the teeth are illuminated
             for only ten seconds which is enough to begin the whitening
             process.

         3.  The patient goes home with our proprietary whitening rinse, which,
             by contrast to more expensive methods currently available, does not
             require custom trays, again reducing the time in the dentist's
             office.

         This method has advantages for both the dentist and patient, as it
involves less chair time and lower costs.

         We believe that the sales initiative for this product will enable us to
access an expanded number of dental offices, thereby providing an opening to
sell our core product - the CompuDent system. It is our intention to make the
CoolBlue Tooth Whitening system available in the second quarter of 2005.



                                       9



         Ionic White(TM) Tooth Whitening system ("Ionic White")

         Ionic White Tooth Whitening system is a consumer product designed to
whiten and brighten teeth. This product uses a proprietary formulation of
whitening gels in conjunction with an intra-oral mouthpiece which contains a
series of blue LEDs used to accelerate the whitening process. There are patents
pending in the US and internationally on both the design and method of this
product. Ionic White was launched via television infomercials in March, 2005.

         o   This product differs from other over the counter (OTC) consumer
             products in a number of ways. It allows whitening gels to enter the
             dentin tubules for superior whitening. It whitens the top, bottom,
             front and back of the teeth, whereas typical OTC products whiten
             only the front of the teeth.The initial process takes only 21
             minutes, and the customer may maintain brightness because the
             system includes a proprietary whitening rinse, which when used with
             the intra-oral mouthpiece, maintains white, bright teeth.


         NEW MARKETING APPROACH

         Throughout 2004, Milestone continued building a national sales force of
highly trained independent representatives to provide sales coverage in urban
areas in 16 states.

     Milestone's sales force currently includes three full time sales managers,
     18 inside sales representatives, 3 sales support representatives and 8
     independent outside sales representatives. With a growing new sales force
     and the acquisition of rights to new products to facilitate access to
     dental offices, Milestone intends to direct its marketing efforts to
     capturing new customers, particularly from specialty practitioners,
     including periodontists, pedodontists, endodontists and
     cosmetic/restorative dentists.


         CORPORATE INFORMATION

         On December 10, 2004 we purchased a 19.9% interest in a German 
wholesale distributorship that sells dental products including our CompuDent
technology and CoolBlue product lines in Germany, the world's 3rd largest dental
market

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




                                       10




                                  RISK FACTORS

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

We have no history of profitable operations. Continuing losses could exhaust our
capital resources and force us to discontinue operations.

<R>
         Although our operations commenced in November 1995, until 1998 we had
limited revenues. For the years ended December 31, 1999, 2000, 2001, 2002,
2003, and 2004, our revenues were approximately $2.9 million, $5.7
million, $4.1 million, $4.1 million, $4.0 million, and 4.8 million,
respectively. In addition, we have had losses for each year since the
commencement of operations, including net losses of approximately $2.4 million
and $3 million for 2003 and 2004, respectively. For the quarterly period ended 
March 31, 2005, we had revenues of approximately $1.46 million and a net loss of
approximately $0.88 million. At March 31, 2005, we had an accumulated deficit of
approximately $48.08 million. Unless we can significantly increase sales of our
CompuDent units, handpieces or other injection devices, we expect to incur
losses for the foreseeable future.
</R>

We cannot become successful unless we gain greater market acceptance for our
products and technology.

         As with any new technology, there is substantial risk that the
marketplace will not accept the potential benefits of this technology or be
unwilling to pay for any cost differential with the existing technologies.
Market acceptance of CompuDent, the SafetyWand, CompuMed and CompuFlo depends,
in large part, upon our ability to educate potential customers of their
distinctive characteristics and benefits and will require substantial marketing
efforts and expense. More than 26,000 units of the CompuDent or its predecessors
have been sold worldwide since 1998. Sales of disposable handpieces in 2004
reflect a moderate increase in the world wide usage of our dental and medical
systems. We cannot assure you that our current or proposed products will be
accepted by practitioners or that any of the current or proposed products will
be able to compete effectively against current and alternative products.

Our limited distribution channels must be expanded for us to become successful.

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





                                       11



We depend on two principal manufacturers. If we cannot maintain our existing
relationships or develop new ones, we may have to cease our operations.

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

We may be subject to product liability claims that are not fully covered by our
insurance and that could put us under a tremendous financial strain.

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

We rely on the continuing services of our chairman and chief executive officer,
president and director of clinical affairs.

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

The market price of our common stock has been volatile and may continue to
fluctuate significantly because of various factors, some of which are beyond our
control.

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

The existence of outstanding options, warrants and convertible securities may
preclude us from obtaining additional equity financing.

         We currently have outstanding options, warrants and series A
convertible preferred stock to purchase 3,676,539 shares of our common stock at
prices ranging from $.87 to $13.50 per share with a weighted average exercise or
conversion price of $4.83. Holders of these warrants and options are given the
opportunity to profit from a rise in the market price of our common stock and
are likely to exercise their securities at a time when we would be able to
obtain additional equity capital on more favorable 




                                       12



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

We are controlled by a limited number of shareholders.

         Our principal shareholders, Leonard Osser and K. Tucker Andersen, own
27.74% of the issued and outstanding shares of our common stock. As a result,
they have the ability to exercise substantial control over our affairs and
corporate actions requiring shareholder approval, including electing directors,
selling all or substantially all of our assets, merging with another entity or
amending our certificate of incorporation. This de facto control could delay,
deter or prevent a change in control and could adversely affect the price that
investors might be willing to pay in the future for our securities.


Future sales or the potential for sale of a substantial number of shares of our
common stock could cause the trading price of our common stock and warrants to
decline and could impair our ability to raise capital through subsequent equity
offerings.

<R>
         Sales of a substantial number of shares of our common stock in the
public markets, or the perception that these sales may occur, could cause the
market price of our stock to decline and could materially impair our ability to
raise capital through the sale of additional equity securities. We currently
have outstanding options and warrants to purchase 3,772,149 shares of our common
stock at prices ranging from $.87 to $13.50 per share with a weighted average
exercise or conversion price of $4.83. Holders of these warrants and options are
given the opportunity to profit from a rise in the market price of our common
stock and are likely to exercise their securities at a time when we would be
able to obtain additional equity capital on more favorable terms. Thus, the
terms upon which we will be able to obtain additional equity capital may be
adversely affected, since the holders of outstanding options and warrants can be
expected to exercise them at a time when we would, in all likelihood, be able to
obtain any needed capital on terms more favorable to us than the exercise terms
provided by such outstanding securities. The market price of our common shares
has been volatile and may continue to fluctuate significantly because of various
factors, some of which are beyond our control. Currently, there are 10,962,183
shares of common stock actually issued and 10,928,850 outstanding. Also, there
are another 5,232,757 shares of common stock reserved for future issuance as
follows:
</R>

         o   up to 1,440,000 shares underlying the warrants issued in the Public
             Offering;

         o   up to 335,614 shares underlying warrants granted to satisfy
             obligations in connection with the 2004 public offering;

         o   up to 432,000 shares underlying the representative's warrants
             issued in the Public Offering, including the shares underlying the
             warrants included in the representative's warrants;

         o   up to 303,132 shares underlying the representative's warrants
             issued in our March 2005 Private Placement, including the shares
             underlying the warrants included in the representative's warrants;




                                       13



         o   up to 314,333 shares underlying stock options previously granted,
             or to be granted, under our 1997 Stock Option Plan

         o   up to 500,000 shares underlying stock options to be granted under
             our 2004 Stock Option Plan;

         o   up to 1,303,288 shares underlying other stock options and warrants
             that were granted and remained outstanding as of April 30, 2005;

         o   up to 100,000 shares upon purchase of a 3 year option granted to
             Ionic White

         o   up to 500,000 shares upon payment of the subscription price by 
             Ionic White.

         o   and

         o   4,390 shares of common stock underlying our series A convertible
             preferred stock.

         We have 10,928,850 shares of common stock outstanding, of which
5,761,737 are freely tradable. The remaining 5,167,113 shares are either held by
"affiliates", as defined by the rules and regulations promulgated under the
Securities Act of 1933, or are "restricted securities" as defined in Rule 144
promulgated under the Securities Act of 1933. Of this amount, 1,465,688 
restricted shares not held by affiliates and 3,701,425 restricted or
non-restricted shares held by "affiliates," can only be sold in compliance with
the timing and volume limitations of Rule 144 promulgated under the Securities
Act of 1933.

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

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

Implementation of procedures to comply with the Sarbanes-Oxley Act and SEC rules
concerning internal controls may be so costly that compliance could have an
adverse effect on us.

         We must comply with Sarbanes-Oxley requirements requiring a management
report on internal control over financial reporting disclosure requirements in
our annual report for our financial year ending December 31, 2006. It may be
time-consuming, costly and difficult for us to develop and implement the
necessary internal controls and reporting procedures, possibly requiring us to
hire additional personnel. These additional costs could have an adverse effect
on our profitability.

If we are unable to satisfy the American Stock Exchange maintenance
requirements, our common stock may be delisted from the American Stock Exchange
and, as a result, our liquidity and the value of our common stock may be
impaired.






                                       14



         Shares of our common stock are currently listed on the American Stock
Exchange. Continued listing on the American Stock Exchange requires that we
maintain at least $6,000,000 in stockholders' equity since we have sustained
losses in our five most recent fiscal years. We received notice from the
American Stock Exchange on January 4, 2005 indicating that we were below the
Exchange's continued listing standards requiring stockholders' equity of
$6,000,000. On January 14, 2005 we submitted a plan to the Exchange for
regaining compliance with the Exchange's stockholder equity continued listing
requirement by the end of the plan period on June 30, 2005. On January 27, 2005
the Exchange determined that this plan made a reasonable demonstration of our
ability to regain compliance with the continued listing standards by the end of
the plan period. As a result of the acceptance of this plan, we will remain
listed on the Exchange until the end of the plan period, subject to periodic
review by the Exchange to determine whether we are progressing consistent with
the plan. However, failure to make such progress could result in our being
delisted earlier from the Exchange. If our securities are delisted from the
Exchange, trading, if any, in our securities would be conducted in the over the
counter market on the NASD's "OTC Bulletin Board". Consequently, the liquidity
of our securities could be impaired, not only in the number of securities that
could be bought and sold, but also through delays in the timing of transactions,
reduction in security analyst and news media coverage of Milestone, and lower
prices for our securities than might otherwise be obtained.


                           FORWARD LOOKING STATEMENTS

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


                                 USE OF PROCEEDS

         All shares and/or warrants of our common stock offered by this
prospectus are being registered for the account of the selling stockholders. We
will not receive any of the proceeds from the sale of these shares and/or
warrants. However, the shares offered by this prospectus include 517,140 shares
underlying warrants and options to purchase those shares at different prices per
share. Assuming the exercise of all of these warrants and options, we would
receive proceeds of approximately $2,442,017 in the aggregate, which we would
use for additional working capital. We will also receive $1,500,000 upon the 
payment of the subscription price for 500,000 shares issuable in quarterly
installments to Ionic White. These proceeds will also be used for working
capital.


                            SELLING SECURITY HOLDERS

         The following table sets forth the information as to the ownership of
our securities by the selling stockholders on May 4, 2005. On May 4, 2005,
10,928,850 shares of our common stock were outstanding. Unless otherwise
indicated, it is assumed that each selling stockholder listed below possesses
sole voting and investment power with respect to the shares owned as of such
date by the selling stockholder, including those issuable upon exercise of
warrants or options. In addition, other than 





                                       15



indicated below, none of the selling stockholders has had a material
relationship with us or any of our predecessors or affiliates within the past
three years.

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

<TABLE>

                                                                                                          
                                                                                       SHARES TO BE        PERCENTAGE OF 
                                     SHARES OWNED               NUMBER OF                 OWNED           COMMON STOCK  
                                      BEFORE THE             SHARES THAT MAY            AFTER THE        OWNED AFTER THE
        SELLING STOCKHOLDER            OFFERING                  BE SOLD                 OFFERING           OFFERING    
        -------------------            --------                  -------                 --------           --------
                                                                                                    
Gestioni Patrimoniale                   360,000 (1)              360,000                       0                  0
c/o Banca Profilo                                         
Via S. Martino n. 10                                      
Milano, Italy                                             
                                                          
                                                          
First Mirage, Inc.                      66,000  (2)               66,000                       0                  0
333 Sandy Springs Circle, Suite 230                       
Atlanta, GA  30328                                        
                                                          
                                                          
Generation Capital Associates           54,528  (3)               54,528                       0                  0
1085 Riverside Terrace                                    
Atlanta, GA  30328                                        
                                                          
                                                          
SIMGEST S.p.A.                          480,000 (4)              480,000                       0                  0
Via Cairoli 11                                            
40121 BOLOGNA                                             
Italy                                                     
                                                          
                                                          
Dynamic Decisions Growth Premium        120,000 (5)              120,000                       0                  0
Master Fund                                               
Morgan Stanley                                            
25 Cabot Square                                           
Canary Warf                                               
London                                                    
E14 4QA                                                   
England                                                   
</TABLE>



                                       16




<TABLE>

                                                                                                          
                                                                                       SHARES TO BE        PERCENTAGE OF 
                                     SHARES OWNED               NUMBER OF                 OWNED           COMMON STOCK  
                                      BEFORE THE             SHARES THAT MAY            AFTER THE        OWNED AFTER THE
        SELLING STOCKHOLDER            OFFERING                  BE SOLD                 OFFERING           OFFERING    
        -------------------            --------                  -------                 --------           --------
                                                                                                    
                                                          
                                                          
Design Centre Incorporated              103,648 (6)               38,370                    65,278                *
218 Dew Drop Road                                         
York PA 17402                                             
                                                          
Dynamic Decisions Euro Growth           120,000 (7)              120,000                       0                  0
Master Fund                                               
Morgan Stanley                                            
25 Cabot Square                                           
Canary Warf                                               
London                                                    
E14 4QA                                                   
England                                                   
                                                          
                                                          
Pablo Felipe Serna                       7,408                    7,408                        0                  0
Dynamic Decisions                                         
Corso Italia, 66                                          
Milano, 20122, MI                                         
Italy                                                     
                                                          
Investment Connections                   2,204  (8)               2,204                        0                  0
Route de Sauverny 217                                     
Case Postale 565                                          
CH 1290 Versoix, Switzerland                              
                                                          
                                                          
Thomas Stuckey                          13,872  (9)               9,965                      3,817                *
19 Grant Avenue                                           
Highland Park, NJ 08904                                   
                                                          
                                                          
ValueRich, Inc.                          3,084  (10)              3,084                        0                  0
1804 N. Dixie Highway, Suite A                            
West Palm Beach, FL 33407                                 
                                                          
Mark Hochman                          122,492.98(11)              60,090                   62,402.98              *
26 Meadow Woods Road                                      
Lake Success, NY 11020                                    
</TABLE>





                                       17


                                                          
<R>
<TABLE>

                                                                                                          
                                                                                       SHARES TO BE        PERCENTAGE OF 
                                     SHARES OWNED               NUMBER OF                 OWNED           COMMON STOCK  
                                      BEFORE THE             SHARES THAT MAY            AFTER THE        OWNED AFTER THE
        SELLING STOCKHOLDER            OFFERING                  BE SOLD                 OFFERING           OFFERING    
        -------------------            --------                  -------                 --------           --------
                                                                                                    
Stuart Wildhorn                         33,647  (12)              3,030                     30,617                *
2 Knights Bridge Drive                                    
Randolph, NJ 07869                                        
                                                          
                                                          
Adam Salberg                             3,030                    3,030                        0                  0
10 Bergen Hill Road                                       
Rockaway, NJ 07866                                        
                                                          
                                                          
Shaul Koren                             293,066 (13)              9,091                     283,975             2.59
PO Box 451                                                
Woodywood 2144                                            
Sandon, South Africa                                      
                                                          
                                                          
Arthur Salzfass                         21,211                    8,811                     12,400                *
31 East Street                                            
Hadley, MA  01035                                         
                                                          
                                                          
Charles David McCrory                   12,000  (14)              12,000                       0                  0
7413 Spring Lea Way                                       
N. Richland Hills, TX 76180                               
                                                          
                                                          
William C. Tella                        15,072                   15,072                        0                  0
19 Mitchell Road                                          
Port Washington, NY  11050                                
                                                          
Marina Co.                              483,821 (15)              97,342                    386,479             3.45
c/o Morse, Zelnick, Rose & Lander                         
405 Park Avenue                                           
New York, NY  10022-4405                                  
                                                          
CommonHealth, LLC                       62,783  (16)              62,783                       0                  0
30 Lanidex Plaza West                                     
Parsippany, NJ  07054                                     

Ionic White, Inc.                      600,000  (17)             600,000                       0                  0
36 W. 44th Street                                         
New York, NY 10036                                     
</TABLE>
</R>


                                       18


                                                          
-----------------                                    
Less than 1*

     (1) Investment making authority for Banca Profilo (Gestioni Patrimoniale)
     is vested in Fabio Gnecco, its Asset Management Director. Banca Profilo
     (Gestioni Patrimoniale)'s beneficial ownership of common stock includes
     60,000 shares underlying warrants, exercisable within 60 days of the date
     of this prospectus, at an exercise price of $4.89 per share.

     (2) Investment making authority for First Mirage, Inc. is vested in Frank 
     E. Hart, Manager of High Capital Funding, LLC, the corporate parent of
     First Mirage, Inc., David A. Rapaport, its Executive Vice President and
     General Counsel, and Fred A. Brasch, its Chief Financial Officer. First
     Mirage's beneficial ownership of common stock includes 11,000 shares
     underlying warrants, exercisable within 60 days of the date of this
     prospectus, at an exercise price of $4.89 per share.

     (3) Investment making authority for Generation Capital Associates is vested
     in David A. Rapaport, its Executive Vice President and General Counsel,
     Frank E. Hart, its general partner (as nominee for High Capital Funding,
     LLC, the corporate parent of Generation Capital Associates), and Fred A.
     Brasch, its Chief Financial Officer. Generation Capital Associates'
     beneficial ownership of common stock includes 9,088 shares underlying
     warrants, exercisable within 60 days of the date of this prospectus, at an
     exercise price of $4.89 per share.

     (4) Investment making authority for SIMGEST S.p.A. is vested in its Asset
     Management Committee, the Chairman of which is Fausto Fontanesi, General
     Manager of SIMGEST S.p.A. SIMGEST S.p.A..'s beneficial ownership of common
     stock includes 80,000 shares underlying warrants, exercisable within 60
     days of the date of this prospectus, at an exercise price of $4.89 per
     share.

     (5) Investment making authority for Dynamic Decisions Growth Premium Master
     Fund is vested in Enrico Danieletto, its CIO, Marta Renzetti, its CFO, and
     Alberto Micalizzi, its chairman.. Dynamic Decisions Growth Premium Master
     Fund's beneficial ownership of common stock includes 20,000 shares
     underlying warrants, exercisable within 60 days of the date of this
     prospectus, at an exercise price of $4.89 per share.

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






                                       19



     (7) Investment making authority for Dynamic Decisions Euro Growth Master
     Fund is vested in Enrico Danieletto, its CIO, Marta Renzetti, its CFO, and
     Alberto Micalizzi, its chairman. Dynamic Decisions Euro Growth Master
     Fund's beneficial ownership of common stock includes 20,000 shares
     underlying warrants, exercisable within 60 days of the date of this
     prospectus, at an exercise price of $4.89 per share.

     (8) Investment making authority for Investment Connections is vested in
     Floriane Meyer, its Managing Director.

     (9) Thomas Stuckey's beneficial ownership of common stock includes 3,817
     shares subject to stock options, exercisable within 60 days of the date of
     this prospectus, at an exercise price of $4.92 per share. Of these options,
     306 are held jointly with his wife and 733 are held in an IRA account.

     (10) Investment making authority for ValueRich, Inc. is vested in Joseph
     Visconti, its CEO.

     (11) Mark Hochman's beneficial ownership of common stock includes the
     following held jointly with his wife, Claudia Hochman, as follows: 43,424
     shares of common stock and 64,442.98 shares subject to stock options,
     exercisable within 60 days of the date of this prospectus. The exercise
     prices of these options are: 28,333 at $6.60 per share; 8,333 at $2.25 per
     share; 8,333 at $3.60 per share; 8,333 at $0.90 per share; 16,666 at $2.00
     per share and 16,666 at $1.70 per share.

     (12) Stuart Wildhorn's beneficial ownership of common stock includes 24,556
     shares subject to stock options, exercisable within 60 days of the date of
     this prospectus. The exercise prices of these options are: 16,667 at $7.50
     per share; 2,333 at $2.25 per share and 5,556 at $4.92 per share.

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

     (14) Charles David McCrory's beneficial ownership of common stock includes
     2,000 shares underlying warrants exercisable within 60 days of the date of
     this prospectus, at an exercise price of $4.89 per share.

     (15) Marina Co. is a New York General Partnership whose general partners
     are some of the limited liability partners of Morse, Zelnick, Rose &
     Lander, LLP. Marina Co. is used by its participating partners as a
     repository for shares of Milestone Scientific and other corporations that
     they own. Marina Co.'s beneficial ownership of common stock includes
     264,008 shares issuable upon exercise of stock options and warrants,
     exercisable within 60 days of the date of this prospectus. 53,333 options
     are exercisable at $3.26 per share, 66,667 options are exercisable at $4.37
     per share, 33,333 options are exercisable at $7.50 per share and 111,675
     warrants are exercisable at $4.89 per share. 30,675 of these warrants,
     expiring February 16, 2009, are also offered as part of this Registration
     Statement. Investment making authority for Marina Co. is vested in Howard
     Morse, Esq., Kenneth Rose, Esq. and Stephen Zelnick, Esq., partners of
     Morse, Zelnick, Rose & Lander, LLP.

     (16) Investment making authority for CommonHealth, LLC is vested in Matt
     Giegerich, its Chief Executive Officer, and Robert L. Saporito, its Chief
     Financial Officer.

<R>
     (17) Includes 100,000 shares underlying 3-year options which are
     immediately exercisable, provided that Ionic White has purchased at least 2
     million starter kits for the first 10,000 shares, 2.5 million starter kits
     for an aggregate of 50,000 shares and 3 million starter kits to purchase
     all 100,000 shares. Also includes 500,000 shares which Ionic White is
     obligated to purchase in quarterly installments of 125,000 shares within 10
     days after the end of each of the four fiscal quarters commencing July 1,
     2005 at a price of $3.00 per share. Investment making authority for Ionic
     White is vested in its founders and principals Michael Ackerman and Eddie
     Mishan.
</R>


                                       20



                              PLAN OF DISTRIBUTION

         Sales of the shares of our common stock or the warrants to purchase our
common stock, covered by this prospectus, may be effected from time to time in
transactions (which may include block transactions) on the American Stock
Exchange (or other markets on which shares of our common stock are then traded),
in negotiated transactions, through put or call option transactions relating to
the shares, through short sales of shares, or a combination of such methods of
sale, at fixed prices which may be changed, at market prices prevailing at the
time of sale, or at negotiated prices. None of the selling stockholders has
entered into agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their shares. The selling stockholders may
effect transactions by selling their shares directly to purchasers or through
broker-dealers, who may act as agents or principals. Such broker-dealers may
receive compensation in the form of discounts, concessions, or commissions from
the selling stockholders and/or the purchasers of the shares for whom such
broker-dealers may act as agents, or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). The selling stockholders and any broker-dealers who act
in connection with the sale of the shares might be deemed to be underwriters
within the meaning of Section 2(11) of the Securities Act of 1933 and any
commissions received by such broker-dealers and any profit on the resale of the
shares sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the Securities Act. We have agreed
to indemnify each selling stockholder against a number of liabilities, including
liabilities arising under the Securities Act. The selling stockholders may agree
to indemnify any agent, dealer or broker-dealer who participates in transactions
involving sales of the securities against the liabilities, including liabilities
arising under the Securities Act. As used herein, "selling stockholders"
includes donees and pledgees selling shares received from a named selling
stockholder after the date of this prospectus.

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

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

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

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





                                       21



                                  LEGAL MATTERS

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


                                     EXPERTS

<R>
         Our financial statements as of December 31, 2004 and for the year then
ended appearing in our Annual Report on Form 10-KSB for the year ended December
31, 2004 have been audited by Eisner LLP, an independent registered public
accounting firm, as set forth in their report thereon dated February 22, 2005,
except as to Note R, the date of which is March 31, 2005, included therein and
incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing. The consolidated financial
statements of Milestone Scientific Inc. and subsidiaries for the year ended
December 31, 2003 appearing in Milestone Scientific Inc's annual report on Form
10-KSB for the year ended December 31, 2004 have been audited by J.H. Cohn LLP,
an independent registered public accounting firm, as set forth in their report
thereon dated March 26, 2004, included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
</R>















                                       22



                      INTEREST OF NAMED EXPERT AND COUNSEL


         Members, affiliates and of counsel to Morse, Zelnick, Rose & Lander,
LLP own, in the aggregate, 219,813 shares of our common stock and options or
warrants to purchase 370,675 shares of our common stock, 264,008 of which are
currently exercisable.


             LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION

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

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

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

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

         o   for any improper benefit; or

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

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

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






                                       23





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





<R>
                                2,240,273 SHARES
                                  COMMON STOCK
</R>

                                30,675 WARRANTS,
                                EACH TO PURCHASE
                            ONE SHARE OF COMMON STOCK







                            MILESTONE SCIENTIFIC INC.







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

                                   PROSPECTUS
                                                                     
                               ------------------











                                  June 7, 2005
          ============================================================







                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<R>
         We agreed to register the re-offer and re-sale of the shares of our
common stock and the warrants covered by this prospectus by filing the
registration statement which this prospectus is a part under the Securities Act
and the securities laws of the states. We agreed to pay all the expenses and
fees incurred in connection with the preparation, filing and modification or
amendment of the registration statements except for selling commissions. These
expenses are estimated at $35,000, as follows:

SEC registration fee..............................................   $   825.17 
Accounting fees and expenses......................................    10,000.00
Legal fees and expenses...........................................    24,000.00
Miscellaneous.....................................................       174.83
                                                                      ------

      Total.......................................................   $35,000.00
                                                                     ----------
</R>

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

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

         o   for any improper benefit, or

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

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




                                      II-1



ITEM 16. EXHIBITS

Exhibit
No.                          Description
---                          -----------
4.1      Form of letter used in 2004 and 2005 regarding the issuance of shares
         to certain vendors and consultants of the company. (1)

4.2      Form of Subscription Agreement used in connection with the private
         placement of Units, March 2005 (5)

4.3      Form of warrant issued in connection with the private placement of
         Units, March 2005 (5)

4.4      Agreement with Mark Hochman dated as of January 1, 2005. (2)

4.5      Option agreement dated December 6, 2004, issued to Mark Hochman. (5)

4.6      Agreement dated December 22, 2003 with Morse, Zelnick, Rose & Lander.
         (3)

4.7      Option agreement dated May [    ], 2005, issued to Marina Co. (5)

4.8      Form of warrant agreement and form of warrant expiring February 16,
         2009. (4)

4.9      Subscription Agreement dated March 18, 2005 with Ionic White.*

4.10     Option dated May 18, 2005 issued to Ionic White.*

5.1      Opinion of Morse, Zelnick, Rose & Lander, LLP*

23.1     Consent of Eisner LLP*

23.2     Consent of J.H. Cohn LLP*

23.3     Consent of Morse, Zelnick, Rose & Lander, LLP (included in Exhibit 5.1)

24       Power of Attorney (included on signature page)

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

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

         *  Filed herewith

(1)      Filed on September 3, 2004 as exhibit 4.1 to our registration statement
         on Form S-3, S.E.C. file no. 333-118807, and incorporated herein by
         reference.

(2)      Filed on April 4, 2005 as exhibit 10.36 to our annual report on Form
         10-KSB, and incorporated herein by reference.

(3)      Filed on January 29, 2004 as exhibit 10.33 to our registration
         statement on Form S-2/A, S.E.C. file no. 333-110376, and incorporated
         herein by reference.

(4)      Filed on February 13, 2004, as exhibit 4.3 to our registration
         statement on Form S-2/A, S.E.C. file no. 333-110376, and incorporated
         herein by reference.

(5)      Filed with the initial filing of this Registration Statement on May 6,
         2005

ITEM 17.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

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

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

                           (ii) reflect in the prospectus any facts or events
                  which, individually or together, represent a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding




                                      II-2



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

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

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

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

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

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








                                      II-3



                                   SIGNATURES

<R>
         Pursuant to the requirements of the Securities Act, the Registrant,
Milestone Scientific Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York on this
7th day of June, 2005.
</R>


                                     MILESTONE SCIENTIFIC INC.

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

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

<R>
         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 7th day of June, 2005.
</R>

         Signature                                      Title
         ---------                                      -----

<R>
      *                               Chairman of the Board of Directors and
-------------------------             Chief Executive Officer
Leonard Osser                                         

/s/ Rosaline Shau                     Acting Chief Financial Officer
-------------------------             (Acting principal financial and
Rosaline Shau                         accounting officer)

      *                               Director
-------------------------
Leonard Schiller

      *                               Director
-------------------------
Paul Gregory

      *                               Director
-------------------------
Leslie Bernhardt

      *                               Director
-------------------------
Jeffrey Fuller


* by /s/ Leonard Osser
    -------------------------------
    Leonard Osser, attorney-in-fact
</R>