AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 24, 2003

                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                              FORM S-8 AND FORM S-3

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                        BIO-REFERENCE LABORATORIES, INC.
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

         NEW JERSEY                                   22-2405059
 ------------------------------             --------------------------------
(STATE OR OTHER JURISDICTION OF             (IRS EMPLOYER IDENTIFICATION NO.
INCORPORATION OR ORGANIZATION)

            481 EDWARD H. ROSS DRIVE, ELMWOOD PARK, NEW JERSEY    07407
            -----------------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)     (ZIP CODE)

                        BIO-REFERENCE LABORATORIES, INC.
                       1989 EMPLOYEES' STOCK OPTION PLAN,
                   2000 EMPLOYEE INCENTIVE STOCK OPTION PLAN,
                 2003 EMPLOYEE INCENTIVE STOCK OPTION PLAN, AND
               NONPLAN EXECUTIVE, CONSULTANT AND DIRECTOR OPTIONS
               --------------------------------------------------
                            (FULL TITLE OF THE PLAN)

          MARC D. GRODMAN, PRESIDENT, BIO-REFERENCE LABORATORIES, INC.
            481 EDWARD H. ROSS DRIVE, ELMWOOD PARK, NEW JERSEY 07407
            --------------------------------------------------------
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (201) 791-2600
                                 --------------
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: UPON EXERCISE
OF THE OPTIONS GRANTED UNDER THE STOCK OPTION PLANS AND THE NONPLAN OPTIONS BUT
IN NO EVENT PRIOR TO THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED PURSUANT
TO DIVIDEND OR INTEREST 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, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
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
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. |_|

<PAGE>

                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>

Title of securities      Amount to be       Proposed          Proposed         Amount of Registration Fee
to be registered         registered (1)     maximum           maximum
                                            offering price    aggregate
                                            per share (2)     offering price

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

<S>                      <C>                <C>               <C>               <C>
Common Stock             2,613,085          $13.61            $35,564,086       $2,877.13

===================================================================================================================
</TABLE>

       (1)    The  aggregate  amount  of  securities   registered  hereunder  is
2,613,085 shares of common stock issuable upon exercise of presently outstanding
stock options held by executives and other employees, consultants and directors,
as well as upon exercise of employee  options  which may be granted  pursuant to
our 2000 Employee  Incentive  Stock Option Plan and our 2003 Employee  Incentive
Stock Option Plan.  Pursuant to Rule 416 promulgated under the Securities Act of
1933,  as  amended,  this  registration   statement  covers  such  indeterminate
additional shares of common stock to be offered or issued to prevent dilution as
a result of future stock splits, stock dividends, or other similar transactions.

       (2)    The fee with respect to these shares has been calculated  pursuant
to  paragraphs  (h) and (c) of Rule 457 upon the basis of  $13.61,  the  closing
sales price per share of our common  stock on December  19,  2003, a date within
five  (5)  business  days  prior  to the  date of  filing  of this  Registration
Statement, as reported on the NASDAQ National Market System.

                                EXPLANATORY NOTE

This Registration Statement contains two parts. The first part contains a
prospectus to Form S-3 (in accordance with Section C of the General Instructions
to Form S-8) which covers reoffers and resales by affiliates of Bio-Reference
Laboratories, Inc. (the "Registrant") of shares of common stock of the
Registrant issued and to be issued upon exercise of options granted pursuant to
the Registrant's 1989 Employees Stock Option Plan; the Registrant's 2000
Employee Incentive Stock Option Plan; the Registrant's 2003 Employee Incentive
Stock Option Plan, and Nonplan Director Options. The second part contains
information required in the registration statement pursuant to Part II of Form
S-8 and certain items of information not required in the prospectus pursuant to
Part II of Form S-3. Pursuant to the introductory note to Part 1 of Form S-8,
the plan information specified by Part I is not being filed with the Securities
and Exchange Commission.

<PAGE>

PROSPECTUS
(FORM S-3)
                        BIO-REFERENCE LABORATORIES, INC.

                                 728,001 Shares
                          Common Stock ($.01 par value)

       BIO-REFERENCE LABORATORIES, INC. 1989 EMPLOYEES' STOCK OPTION PLAN;
                   2000 EMPLOYEE INCENTIVE STOCK OPTION PLAN;
                   2003 EMPLOYEE INCENTIVE STOCK OPTION PLAN;
                   AND NONPLAN EXECUTIVE AND DIRECTOR OPTIONS

         This prospectus  relates to the possible  offering and resale from time
to time by certain selling  shareholders  of our company or their  successors in
interest of shares of our common stock which have been issued  under,  or may be
acquired  upon the  exercise of stock  options  pursuant to our 1989  Employees'
Stock Option  Plan;  our 2000  Employee  Incentive  Stock Option Plan;  our 2003
Employee Incentive Stock Option Plan; and Nonplan Executive and Director Options
(collectively  the  "Plans").  We will not receive any proceeds from the sale of
these shares.

         The  common  stock  may be  offered  and sold  from time to time by the
selling  shareholders  or by  their  pledgees,  donees,  transferees,  or  other
successors  in interest.  Such sales may be made on the NASDAQ  National  Market
System, in the over-the-counter  market or otherwise at prices and at terms then
prevailing  or at  prices  related  to the  then  current  market  price,  or in
negotiated  transactions.  The  common  stock  may be sold by one or more of the
following  methods:  (a) block  trades in which the  broker or dealer so engaged
will attempt to sell the shares as agent but may position and resell portions of
the block as principal to facilitate the transaction;  (b) purchases by a broker
or dealer as  principal  and  resale by such  broker or dealer  for its  account
pursuant to this prospectus; (c) an exchange distribution in accordance with the
rules of such exchange; and (d) ordinary brokerage transactions and transactions
in which the broker solicits purchases.  In effecting sales,  brokers or dealers
engaged by the selling  shareholders may arrange for other brokers or dealers to
participate.  Brokers or dealers will  receive  commissions  or  discounts  from
selling shareholders in amounts to be negotiated  immediately prior to the sale.
Such  brokers or dealers and any other  participating  brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities  Act") in connection with such sales. In addition,  any
securities  covered by this  prospectus  which qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to this prospectus.  We will
not receive any of the proceeds from the sale of these shares,  although we have
paid the  expenses of preparing  this  prospectus  and the related  registration
statement.

   AN INVESTMENT IN THE SECURITIES  OFFERED HEREBY INVOLVES  CERTAIN RISKS.  SEE
"RISK FACTORS" AT PAGE 6.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

         The closing sale price of our common  stock on December  19,  2003,  as
reported on the NASDAQ National Market System was $13.61.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY  REPRESENTATIONS,
OTHER  THAN AS  CONTAINED  HEREIN,  IN  CONNECTION  WITH THE OFFER  MADE IN THIS
PROSPECTUS,  AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.

                         -------------------------------
              The date of this prospectus is December _____ , 2003

<PAGE>

         We have filed a  Registration  Statement  under the Securities Act with
the Securities and Exchange  Commission (the  "Commission")  with respect to the
securities  offered by this prospectus.  This prospectus does not contain all of
the information set forth in the registration statement,  certain parts of which
are omitted in  accordance  with the rules and  regulations  of the  Commission.
Additional  information  concerning the securities offered hereby is to be found
in the Registration  Statement including various exhibits thereto,  which may be
inspected at the Commission's office in Washington, D.C.

                              AVAILABLE INFORMATION

         We are  subject to the  informational  requirements  of the  Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  file  reports,  proxy  statements  and  other  information  with  the
Commission.  Such  reports,  proxy  statements  and  other  information  can  be
inspected and copied at the Public  Reference Room  maintained by the Commission
at 450 Fifth Street NW, Washington, DC 20549 (telephone:  1-800-SEC-0330) and at
the Commission's  regional office located at 233 Broadway,  6th Floor, New York,
NY 10279  at  prescribed  rates.  We file our  reports  electronically  with the
Commission.  The Commission maintains an Internet site (http://www.sec.gov) that
contains  reports,  proxy  and  information  statements  and  other  information
regarding issuers that file electronically with the Commission.

         Our common stock is listed for quotation on the NASDAQ  National Market
System and is traded under the symbol "BRLI."

DOCUMENTS INCORPORATED BY REFERENCE

         The following  documents  filed with the Commission  (File No. 0-15266)
pursuant to the Securities Act and/or the Exchange Act, are incorporated in this
prospectus by reference:

         1.       The   description  of  our  common  stock   contained  in  our
                  Registration  Statement filed with the Commission  pursuant to
                  Section 12(g) of the Exchange Act (File No. 0-15266)  declared
                  effective  on  February  13,  1987  as   supplemented  by  the
                  description of our common stock contained in our  Registration
                  Statement  on Form SB-2  (File No.  33-68678)  filed  with the
                  Commission   pursuant  to  the  Securities  Act  and  declared
                  effective on November 23, 1993.

         2.       Annual  Report on Form 10-K for the fiscal year ended  October
                  31, 2002.

         3.       The definitive  Proxy  Statement in connection with our annual
                  meeting of stockholders held on July 31, 2003.

         4.       Quarterly Reports on Form 10-Q for the quarterly periods ended
                  January 31, 2003, April 30, 2003 and July 31, 2003.

         All  documents  subsequently  filed by us  pursuant  to Section  13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering
shall be deemed to be  incorporated  by reference in this prospectus and to be a
part of this prospectus from the date of filing thereof.

                                       2
<PAGE>

         Any statement contained in a document  incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute part of this prospectus.

         We will provide  without charge to each person to whom this  prospectus
is  delivered,  upon  written  or oral  request  of that  person,  a copy of all
documents  incorporated  by reference into the  registration  statement of which
this prospectus is a part,  other than exhibits to those documents  (unless such
exhibits  are  specifically  incorporated  by  reference  into such  documents).
Requests  for such  documents  should  be  directed  to  Stockholder  Relations,
Bio-Reference  Laboratories,  Inc., 481 Edward H. Ross Drive,  Elmwood Park, New
Jersey 07407, telephone: 201-791-2600.


                               PROSPECTUS SUMMARY

         The following summary contains basic  information  about  Bio-Reference
Laboratories,  Inc.  and  this  prospectus.  It  may  not  contain  all  of  the
information  that is  important to you. For a more  complete  understanding,  we
encourage you to read the entire  prospectus and the documents  incorporated  by
reference in this prospectus.

         In this prospectus,  the words "Bio-Reference,"  "Company," "we," "our"
and "us" refer to Bio-Reference Laboratories, Inc.

THE COMPANY

         We currently  operate a clinical  laboratory in northern (Elmwood Park)
New Jersey and a satellite laboratory in southeastern (Valley Cottage) New York.
We  offer a  comprehensive  list of  laboratory  testing  services  utilized  by
healthcare  providers in the detection,  diagnosis,  evaluation,  monitoring and
treatment of  diseases.  Our clients  include  doctors,  employers,  clinics and
governmental units.

         In addition to our clinical  laboratory testing services,  we operate a
clinical  knowledge  management  service through our PSIMedica business unit. We
also  operate a Web-based  connectivity  portal  solution for  laboratories  and
physicians called CareEvolve.  Together with Roche Diagnostics ("Roche") we have
been marketing this connectivity  solution to other laboratories  throughout the
United States.

         Our executive offices are located at 481 Edward H. Ross Drive,  Elmwood
Park, New Jersey 07407; telephone number: 201-791-2600.

                                       3
<PAGE>




THE OFFERING

Common Stock outstanding before this offering.............11, 451,028 shares (1)

Common Stock outstanding which may be offered
       pursuant to this prospectus............................466,667 shares

Common Stock issuable upon exercise of
       outstanding options which may be offered pursuant
       to this prospectus.....................................261,334 shares

NASDAQ (NMS) Symbol for Common Stock..........................        "BRLI"

Use of Proceeds ..................................We  will   not   receive   any
                                                  proceeds  from the sale of any
                                                  of  these   shares.   We  will
                                                  receive proceeds to the extent
                                                  that   currently   outstanding
                                                  options  are   exercised.   If
                                                  exercised,  we  will  use  the
                                                  exercise  proceeds for working
                                                  capital and general  corporate
                                                  purposes.

RiskFactors ......................................There    are   risks   to   an
                                                  investment in the common stock
                                                  offered  by  this  prospectus.
                                                  You should carefully  consider
                                                  the risk factors  described in
                                                  this     prospectus     before
                                                  investing.    See   the   Risk
                                                  Factors  section  for  a  more
                                                  complete   discussion  of  the
                                                  risks   associated   with   an
                                                  investment  in   Bio-Reference
                                                  common stock.

______

(1) Does not include (a) 604,078 shares reserved for issuance upon conversion of
604,078 outstanding shares of Series A Senior Preferred Stock ("Series A
Preferred Stock"); (b) 257,668 shares reserved for issuance upon exercise of
outstanding options granted under the 1989 Employees' Stock Option Plan; (c)
689,000 shares reserved for issuance upon exercise of outstanding options
granted under the 2000 Employee Incentive Stock Option Plan; (d) 66,000 shares
reserved for issuance upon exercise of options available for grant under the
2000 Employee Incentive Stock Option Plan; (e) 800,000 shares reserved for
issuance upon exercise of options available for grant under the 2003 Employee
Incentive Stock Option Plan; (f) 370,000 shares reserved for issuance upon
exercise of options granted to various consultants including members of the
Company's Scientific Advisory Board; (g) 115,750 shares reserved for issuance
upon exercise of Non-Plan options granted to various employees; and (h) 48,000
shares reserved for issuance upon exercise of options granted to the Company's
directors.

                                       4
<PAGE>

                                   THE COMPANY

         We currently  operate a clinical  laboratory in northern (Elmwood Park)
New Jersey and a satellite laboratory in southeastern (Valley Cottage) New York.
We believe  that we are the largest  independent  regional  clinical  laboratory
servicing the greater New York metropolitan  area. We offer a comprehensive list
of  laboratory  testing  services  utilized  by  healthcare   providers  in  the
detection, diagnosis, evaluation, monitoring and treatment of diseases.

         We  process   approximately  two  million  requisitions  each  year.  A
requisition form accompanies a patient's specimen.  It indicates the tests to be
performed  and the party to be  invoiced  for the  tests.  Our  clients  include
doctors,  employers,  clinics, and governmental units. We have a network of over
50 patient service centers.

         In addition to our clinical laboratory testing operations, we operate a
clinical knowledge  management service through our PSIMedica business unit. This
system uses customer data from laboratory results,  pharmaceutical  data, claims
data,  and other data sources to provide  administrative  and clinical  decision
support  systems  which enable our  customers to provide  quality and  efficient
healthcare to their populations.

         We  also  operate  a  Web-based   connectivity   portal   solution  for
laboratories and physicians called  CareEvolve.  This wholly owned subsidiary is
operated in  conjunction  with Roche.  We use this portal  ourselves  to provide
laboratory ordering and results to our physician customers. Together with Roche,
we  have  been  marketing  this  connectivity  solution  to  other  laboratories
throughout the United States.

         We are a New Jersey corporation. We may at times refer to ourselves and
our  subsidiaries  collectively  as the  "Company."  We  are  the  successor  to
Med-Mobile, Inc., a New Jersey corporation that was organized in 1981.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This  prospectus  and the documents  incorporated  by reference  herein
include  "forward-looking  statements"  within the meaning of Section 27A of the
Securities  Act and Section 21E of the Exchange Act. All  statements  other than
statements of historical  fact included  herein and therein,  including  without
limitation,  statements  regarding our financial  position,  business  strategy,
products, products under development,  markets, budgets and plans and objectives
of management for future operations, are forward-looking statements. Although we
believe that the expectations  reflected in such forward-looking  statements are
reasonable,  we can give no assurance that such  expectations will prove to have
been  correct.  Important  factors  that could  cause  actual  results to differ
materially  from our  expectations  are disclosed in statements  set forth under
"Risk Factors"  herein and elsewhere in this  prospectus and in such  documents.
All subsequent written and oral forward-looking  statements  attributable to us,
or to persons on our behalf,  are expressly  qualified in their  entirety by the
Risk Factors and such other statements.

                                       5
<PAGE>

                                  RISK FACTORS

         In  addition to the other  information  in this  prospectus  and in the
documents incorporated by reference herein, the following risk factors should be
considered carefully in evaluating our business, our financial condition and the
market  price  for  our  common  stock.   See  also   "Special  Note   Regarding
Forward-Looking Statements."

THERE ARE RISKS ASSOCIATED WITH OUR CONTINUED GROWTH

         Over the last several years, we have experienced substantial growth and
have expanded our  operational  capabilities.  We intend to further  develop and
expand both our core  laboratory  business and other  products.  This growth and
expansion has placed,  and will continue to place,  a significant  strain on our
resources.  We  cannot  assure  that we will be able to  successfully  manage  a
continuation of the rate of growth similar to that which we have  experienced in
the past, should it occur.

WE HAVE EXPERIENCED FLUCTUATIONS IN OUR OPERATING RESULTS

         Our  quarterly and annual  operating  results can be affected by a wide
variety of  factors,  many of which are outside of our control and which have in
the past and could in the future  materially and adversely affect those results.
These factors include the quantities and timing of specimens  received,  pricing
pressures,  reimbursement changes, availability and cost of diagnostic supplies,
cost of logistic and delivery  systems,  changes in product mix,  retention  and
expansion of our marketing staff, timing of payments from governmental  agencies
and  third-party  payors and the effect of adverse weather  conditions.  We rely
principally  upon our  internal  logistic  group for  pick-up  and  delivery  of
specimens. However, as we shift our product mix we have begun to rely on Federal
Express,  UPS and other such providers for this service.  Any disruption in this
service,  as occurred on September  11, 2001 when the National  Airspace  System
("NAS") was shut down for a week,  could have a material  adverse  effect on our
operating  results.  As a result of these  factors,  our  operating  results may
continue to fluctuate in the future.

WE ARE SUBJECT TO EXTENSIVE GOVERNMENT REGULATION AND ENFORCEMENT

         We are a provider of  healthcare  services.  As such, we are subject to
extensive and rapidly  changing  federal,  state and local laws and  regulations
governing  licensure,  billing practices,  financial  relationships,  referrals,
conduct of operations,  purchase of existing businesses and other aspects of our
business.  We cannot  predict  the timing or impact of any changes in these laws
and regulations or their  interpretations  by regulatory  bodies,  and we cannot
assure that these changes will not have a material adverse effect on us.

         Current federal laws governing federal healthcare programs,  as well as
some state laws, regulate certain aspects of the relationship between healthcare
providers,  including us, and their referral sources. The Federal  Anti-Kickback
Law and the Stark Law generally  prohibit  providers and others from soliciting,
offering,  receiving or paying, directly or indirectly, any monies in return for
either  making a  referral  for a service  or item or  purchasing,  ordering  or
leasing a

                                       6
<PAGE>

service or item, and prohibits physicians from making such referrals to entities
in which they have an investment interest or with which they have a compensation
arrangement.  Exceptions to these laws are limited. Violations are punishable by
disallowance of claims,  civil monetary or criminal  penalties  and/or exclusion
from Medicare.  Government authorities (both federal and state) have become more
aggressive in examining laboratory billing practices,  and in seeking repayments
and even penalties based on how the services were billed,  regardless of whether
the carriers had furnished clear guidance.

         In addition,  our laboratory operations are required to be licensed by,
or certified  under,  CLIA-88,  the Centers for  Medicare and Medicaid  Services
("CMS") which  administers  Medicare and  Medicaid,  and various state and local
laws. We are also subject to federal and state laws relating to the handling and
disposal of medical waste and  radioactive  materials,  as well as to the safety
and health of laboratory employees.  Although we seek to structure our practices
to comply with these laws and regulations,  no assurances can be given regarding
compliance in any given situation.  The possible sanctions for failure to comply
with these laws and  regulations  may  include  the denial to conduct  business,
significant  fines and  criminal  penalties.  Any  significant  fine or criminal
penalty could have a material  adverse  effect on our financial  condition.  Any
exclusion  or  suspension  from  participation  in a CMS  program,  any  loss of
licensure or accreditation or the inability to obtain the required license would
have a material adverse effect on our business.

WE ARE SUBJECT TO UNCERTAINTIES RELATED TO THIRD PARTY PAYORS

         We  typically  bill third  party  payors  such as  Medicare,  Medicaid,
governmental  programs and private  insurers for our services.  Such third party
payors are constantly  negotiating prices with the goal of lowering their costs,
which may result in lower profit margins for us.  Reimbursement  rates have been
established for most, but not every service.  We cannot collect from third party
payors for services that these payors have not approved for reimbursement. As is
common with all  laboratories,  there is a certain  amount of  variability  with
respect to  reimbursement  among third party  payors.  Furthermore,  third party
payors have, on occasion,  ceased  reimbursements when certain tests are ordered
for patients with certain diagnoses while maintaining  reimbursement  when those
tests are ordered for other  diagnoses  deemed  appropriate  by the carrier.  In
addition,  Medicare or Medicaid may  retroactively  audit its payments to us and
may determine that certain payments must be returned.

POTENTIAL HEALTHCARE REFORM MAY AFFECT OUR BUSINESS

         The public and the federal  government  continue to focus  attention on
reforming  the  healthcare  system in the  United  States.  Several  legislative
proposals  have been  introduced  in Congress and state  legislatures  in recent
years that would effect major reforms of the  healthcare  systems.  In addition,
CMS has made a number  of  proposals  regarding  the  payment  and  coverage  of
laboratory  services  including the development of national  coverage  policies.
Because of the  uncertainties in regard to the nature,  timing and extent of any
such  reimbursement  changes,  audits and reform  initiatives,  we are unable to
predict the effect of these changes on us.

                                       7
<PAGE>

OUR FAILURE TO COMPLY WITH FRAUD AND ABUSE  REGULATIONS  WOULD ADVERSELY  AFFECT
OUR BUSINESS

         Medicare and Medicaid anti-kickback laws prohibit clinical laboratories
from making  payments or furnishing  other benefits to influence the referral of
tests billed to federal programs.  Federal enforcement  agencies (including both
the Office of the  Inspector  General and the Federal  Bureau of  Investigation)
liberally   interpret  and  aggressively   enforce  statutory  fraud  and  abuse
provisions of these anti-kickback statutes.  According to public statements made
by the  Department  of Justice,  healthcare  fraud has become one of its highest
priorities. Many of the anti-fraud statutes are vague or indefinite and have not
been  interpreted  in the courts.  We believe we operate  lawfully  within these
statutes; however, we cannot predict if some of our practices may be interpreted
as violating these statutes and regulations.

OUR INSURANCE  COVERAGE MAY NOT BE ADEQUATE IN ALL INSTANCES OR AVAILABLE IN THE
FUTURE AT ACCEPTABLE COST

         We  maintain   professional   liability  insurance  of  $3,000,000  per
occurrence,  $3,000,000  in the  aggregate.  In  addition,  we  maintain  excess
commercial  insurance  of  $2,000,000  per  occurrence  and  $3,000,000  in  the
aggregate. We believe that our present insurance coverage is sufficient to cover
currently  estimated  exposures,  but we  cannot  assure  that we will not incur
liabilities in excess of the policy limits. Similarly,  although we believe that
we will be able to continue to obtain adequate  insurance  coverage,  due to the
events of September  11, 2001, we cannot assure that we will be able to do so at
acceptable cost.

WE ARE  SUBJECT  TO  FINANCIAL  RISK  RELATED  TO  COLLECTION  OF  OUR  ACCOUNTS
RECEIVABLE

         All of our services are rendered pursuant to a fee list for services.
We therefore assume the financial risk related to collection of these
receivables such as:

         $  Delays attendant to reimbursement by third party payors

         $  Difficulties in gathering complete and accurate billing information

         $  Inability to collect accounts

         $  Long collection cycles

         There have been times when our accounts  receivable have increased at a
greater rate than revenue growth and,  therefore,  have  adversely  affected our
cash from  operations.  We have taken steps to implement  systems and processing
changes intended to improve billing procedures and related  collection  results.
We believe that we have made progress by  reorganizing  our accounts  receivable
and billing  functions and that our allowance for doubtful accounts is adequate.
However,  we cannot assure that our ongoing  assessment  of accounts  receivable
will  not  result  in  the  need  for  additional  provisions.  Such  additional
provisions,  if  implemented,  could  have  a  material  adverse  effect  on our
operating results.

                                       8
<PAGE>

WE FACE COMPETITION FROM NATIONAL LABORATORIES

         We operate in a business which is characterized by intense competition.
Our major competitors in the New York  metropolitan  area, Quest Diagnostics and
Laboratory Corporation of America, are large national laboratories which possess
greater  name  recognition,  larger  customer  bases and  significantly  greater
financial resources and employ  substantially more personnel than we do. Many of
our competitors have long established  relationships.  We cannot give assurances
that we will be able to compete  successfully  with such entities in the future.
Our ability to attract and retain sales  representatives and management may also
affect our ability to compete in this marketplace.

OUR BUSINESS IS DEPENDENT ON BANK FINANCING

         We fund our operations  through a line of credit under a revolving loan
agreement  (the "Loan  Agreement")  with PNC Bank.  The  maximum  amount of this
credit line available to us is the lesser of (i)  $25,000,000 or (ii) 50% of our
qualified  accounts  receivable (as defined in the Loan Agreement).  At July 31,
2003,  we were  utilizing  approximately  $9,287,000  of the credit line and had
approximately  $11,080,000 of available  unused credit under the Loan Agreement.
The line of credit has been  increased and extended on a number of occasions and
is currently available through September 2004.  Borrowings under the credit line
are  collateralized  by  substantially  all of our assets as well as through the
assignment to PNC Bank of a $4,000,000 face amount  insurance policy on the life
of the  president  of our  company.  The  Loan  Agreement  requires  us to be in
compliance  with various  affirmative  and  negative  covenants  concerning  our
operations  and  financial  condition.   Among  other  provisions,   it  imposes
requirements for maintaining fixed charge coverage, various financial ratios and
certain  insurance  coverage.  Although we have been able to obtain waivers from
PNC Bank in the past for failure to meet certain of the covenants under the Loan
Agreement,  the  availability of any future required  waivers cannot be assured.
Any failure on our part to obtain a renewal or an  extension  of the loan,  when
due, or to obtain a waiver  from PNC Bank,  if  required,  would have a material
adverse effect on our business and financial condition.

WE ARE DEPENDENT ON OUR CHIEF EXECUTIVE OFFICER

         Our success is substantially  dependent on the efforts and abilities of
Marc D. Grodman M.D., our founder,  president and chief executive  officer.  Dr.
Grodman's  employment  contract  expires  in  October  2004 and  there can be no
assurance  that it will be  extended  or  renewed at such  time.  We  maintain a
$4,000,000  "key-man" life insurance policy on Dr. Grodman's life payable to the
Company in the event of his death.  The policy has been  assigned to PNC Bank as
collateral to secure borrowings under our credit line. The unavailability of Dr.
Grodman, whether as a result of his death, disability or otherwise, could have a
material adverse effect upon our business.

                                       9
<PAGE>

WE ARE CONTROLLED BY CURRENT  MANAGEMENT THROUGH STOCK OWNERSHIP AND A STAGGERED
BOARD OF DIRECTORS

         At July 31, 2003, our officers and directors were the beneficial owners
of approximately 33% of the outstanding shares of our common stock. As a result,
they will for all practical  purposes  control the election of our directors and
will have the ability to control our affairs.  Our Certificate of  Incorporation
provides for a staggered board of directors (the "Board")  pursuant to which the
Board is divided  into three  classes of  directors  and the members of only one
class (or  one-third  of the Board) are elected  each year to serve a three-year
term. A director is removable  only for cause by a vote of the holders of 80% of
the common stock.  This provision will make it more difficult to change majority
control  of the Board and may  discourage  attempts  by third  parties to make a
tender offer or otherwise  obtain control of the Company even if such an attempt
would be beneficial to the Company and its shareholders.

OUR SUPER-MAJORITY VOTING REQUIREMENT FOR CERTAIN CORPORATE TRANSACTIONS AND OUR
RIGHTS PLAN INHIBIT TENDER OFFERS AND TAKEOVER ATTEMPTS

         Our Certificate of  Incorporation  requires  approval of the holders of
80% of the outstanding shares of our common stock for any merger,  consolidation
or sale of assets or other acquisition of the Company not approved by the Board.
This provision may discourage a tender offer for all or part of our common stock
and may also prevent  temporary  fluctuations  in the market price of our common
stock which often result from actual or rumored takeover attempts.  We have also
established a Rights Plan to discourage  hostile  acquisitions of control of the
Company.  Although  it is  intended  to  prevent a  purchase  of  control  or an
acquisition  of the Company at an  inadequate  price,  the existence of the Plan
also discourages  takeover  attempts.  These provisions  should be considered in
light of our staggered board of directors  which may also have an  anti-takeover
effect.

THE MARKET PRICE OF OUR COMMON STOCK IS SUBJECT TO VOLATILITY

         There is a history  of  volatility  in the  market  price for shares of
companies in the healthcare  marketplace,  including shares of our common stock.
Factors such as  fluctuations in our quarterly  revenues and operating  results,
announcements of new innovations or services by us or our  competitors,  changes
in third party payment policies and government  regulations have in the past and
may in the future have an effect on the market price of our common stock.

ADDITIONAL  AUTHORIZED  SHARES OF COMMON STOCK AND PREFERRED STOCK AVAILABLE FOR
ISSUANCE MAY ADVERSELY AFFECT THE MARKET FOR OUR COMMON STOCK

         We are  authorized  to issue  35,000,000  shares  of  common  stock and
1,666,667  shares of  preferred  stock.  As of September  30,  2003,  there were
11,451,028 shares of common stock and 604,078 shares of Series A Preferred Stock
issued and  outstanding.  An additional 3,000 shares of preferred stock has been
designated  under our  Rights  Plan as Series A Junior  Participating  Preferred
Stock  but has not been  issued.  The total  number  of  shares  of  issued  and
outstanding  common stock does not include  shares of common stock  reserved for
issuance upon conversion of the outstanding  Series A Preferred Stock on a share
for share  basis;  upon  exercise of  outstanding  options and upon  exercise of
options  which may be granted in the future under our

                                       10
<PAGE>

2000 and our 2003  Employee  Incentive  Stock  Option  Plans.  We have  reserved
604,078  shares  of  our  common  stock  for  issuance  upon  conversion  of our
outstanding  Series A Preferred  Stock and 1,480,418  shares of our common stock
for issuance upon exercise of outstanding  stock  options.  A total of 1,600,000
shares of common stock were reserved for issuance upon exercise of options under
our 2000 and 2003 Employee Incentive Stock Option Plans.  Options to purchase an
aggregate 689,000 shares are outstanding under the 2000 Employee Incentive Stock
Option Plan and options  granted  under the 2000 Plan to purchase an  additional
45,000 shares have been exercised. No options have been issued to date under the
2003 Plan. An additional  257,668 shares are reserved for issuance upon exercise
of outstanding  options  granted  pursuant to the 1989  Employees'  Stock Option
Plan.  The 1989 Employees  Stock Option Plan  terminated in July 1999 so that no
further options can be granted under that Plan.  Another 48,000 shares of common
stock are reserved for issuance upon exercise of options  previously  granted to
our six directors.  In addition, an aggregate 115,750 shares of common stock are
reserved  for  issuance  upon  exercise of options  previously  granted (but not
pursuant to the above Stock Option Plans) to various  employees and an aggregate
370,000  shares of common  stock are  reserved  for  issuance  upon  exercise of
options   previously  granted  (but  not  pursuant  to  the  Plans)  to  various
consultants including four members of our Scientific Advisory Board.

         Conversion of the outstanding  convertible preferred stock and exercise
of the options  (collectively  the  "convertible  securities"),  will reduce the
percentage of common stock held by our public  stockholders.  Further, the terms
on which we could obtain  additional  capital during the life of the convertible
securities may be adversely affected, and it should be expected that the holders
of the convertible  securities  would convert or exercise them at a time when we
would be able to obtain  equity  capital on terms more  favorable to the Company
than  those  provided  for by such  convertible  securities.  As a  result,  any
issuance of additional shares of common stock may cause our current shareholders
to suffer  significant  dilution  which may adversely  affect the market for our
common stock.

         In addition to the above-referenced shares of common stock which may be
issued without shareholder  approval, we have 1,059,589 shares of authorized but
undesignated and unreserved  preferred stock, the terms of which may be fixed by
our  board of  directors.  We  presently  have no  present  plans  to issue  any
additional  shares of preferred stock.  However,  our board of directors has the
authority,  without shareholder approval, to create and issue one or more series
of such preferred  stock and to determine the voting,  dividend and other rights
of holders of such preferred stock. The issuance of any such series of preferred
stock could have an adverse effect on the holders of our common stock.

SHARES  ELIGIBLE  FOR FUTURE SALE MAY  ADVERSELY  AFFECT THE MARKET PRICE OF OUR
COMMON STOCK

         Of  the  11,451,028   shares  of  common  stock  held  by  our  present
stockholders (as of September 30, 2003),  approximately  3,130,000 shares may be
available  for public sale by means of ordinary  brokerage  transactions  in the
open market pursuant to Rule 144,  promulgated under the Securities Act, subject
to certain limitations.  In general,  under Rule 144, a person (or persons whose
shares are  aggregated)  who has satisfied a one-year  holding period may, under
certain  circumstances,  sell within any  three-month  period a number of shares
which does not exceed the greater of one percent of the then outstanding  shares
of common stock or the average weekly

                                       11
<PAGE>

trading  volume of the common stock during the four calendar weeks prior to such
sale.  Rule  144  also  permits,  under  certain  circumstances,   the  sale  of
securities,  without  limitation,  by a  person  who  is  not  an  affiliate  of
Bio-Reference  and who has satisfied a two-year holding period.  Any substantial
sales of common stock  pursuant to Rule 144 could have an adverse  effect on the
market price of our common stock.

LIABILITY OF OUR DIRECTORS AND OFFICERS IS LIMITED

         Our Certificate of Incorporation  and our By-laws provide that we shall
indemnify  our  directors  and our  officers to the extent  permitted by the New
Jersey  Business  Corporation  Act. As a result,  stockholders  may have limited
rights to recover against our directors and our officers for breach of fiduciary
duty.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the  foregoing  provisions,  or  otherwise,  we have 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.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by us of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action,  suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities being registered,  we will, unless in the opinion of our counsel, the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by us is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

WE HAVE NO HISTORY OF PAYING DIVIDENDS ON OUR COMMON STOCK

         We have not paid any  dividends  with respect to our common stock since
our inception and do not  contemplate or anticipate  paying any dividends in the
foreseeable future.  Furthermore,  our loan agreement with PNC Bank prohibits us
from paying dividends or making any distributions  with respect to any shares of
our stock without the prior written consent of the Bank.

                                 USE OF PROCEEDS

         The shares which may be sold under this prospectus will be sold for the
respective accounts of each of the selling  shareholders.  Accordingly,  we will
not  realize  any  proceeds  from the sale of the  shares,  except  that we will
receive proceeds to the extent that currently outstanding options are exercised.
If exercised, such funds will be available to us for working capital and general
corporate purposes.  No assurance can be given, however, as to when or if any or
all of the options will be exercised.  All expenses of the  registration  of the
shares  will  be  paid  for by us.  See  "Selling  Shareholders"  and  "Plan  of
Distribution."

                                       12
<PAGE>

                              SELLING SHAREHOLDERS

         The following table sets forth the name and relationship to the Company
of each selling shareholder and the number of shares of common stock which such
selling shareholder (1) owned beneficially as of October 31, 2003; (2) may
acquire pursuant to previously granted options pursuant to the Plan; (3) may
offer pursuant to this prospectus and (4) will own after the offering (assuming
sale of the shares which may be offered hereby)

<TABLE>
<CAPTION>

                                                                       SHARES OF             PERCENTAGE OF
                                                                       COMMON STOCK          OUTSTANDING COMMON
                                                                       OWNED AFTER           STOCK BENEFICIALLY
                             COMMON STOCK        MAXIMUM NUMBER OF     OFFERING ASSUMING     OWNED AFTER OFFERING
                             BENEFICIALLY        SHARES                SALE OF MAXIMUM       ASSUMING SALE OF
                             OWNED AT            OF COMMON STOCK       NUMBER OF SHARES      MAXIMUM NUMBER OF
SELLING SHAREHOLDER          OCTOBER 31,         WHICH CAN BE          WHICH CAN BE          SHARES WHICH CAN BE
                             2003                OFFERED HEREUNDER     OFFERED HEREUNDER     OFFERED HEREUNDER
---------------------------- ------------------- --------------------- --------------------- ------------------------
<S>                           <C>                   <C>                   <C>                           <C>
MARC D. GRODMAN M.D.          1,672,846 shs (1)     304,000 shs (7)      1,368,846 shs                 11.4 %
President, Chief Executive
Officer, Chairman of the
Board, Director

MORTON L. TOPFER              1,413,200 shs (2)      12,000 shs          1,401,200 shs                 12.2 %
Vice Chairman of the
Board, Director

HOWARD DUBINETT                 481,001 shs (3)     217,334 shs            263,667 shs                  2.3 %
Executive Vice President,
Chief Operating Officer,
Director

SAM SINGER                      366,667 shs (4)     170,667 shs (8)        196,000 shs                  1.7 %
Vice President, Chief
Financial and Accounting
Officer, Director

GARY LEDERMAN                    37,200 shs (5)      12,000 shs             25,200 shs          Less than 1 %
Director

JOHN ROGLIERI M.D.               52,000 shs (6)      12,000 shs             40,000 shs          Less than 1 %
Director

</TABLE>

______________
       (1)  Includes 895,101 shares owned directly, 549,678 shares issuable upon
            conversion  of Series A Preferred  Stock and 4,000  shares  issuable
            upon  exercise  of  options.  Also  includes  121,667  shares  owned
            directly and 54,400  shares  issuable  upon  conversion  of Series A
            Preferred Stock owned by Dr. Grodman's wife, Pam Grodman, and 48,000
            shares  owned  by  their  minor  children.   Dr.  Grodman  disclaims
            beneficial ownership of these 224,067 shares.

       (2)  Includes an  aggregate  1,401,200  shares owned  individually  or by
            CastleTop  Capital  Management  LP of which  Morton L. Topfer is the
            Managing  Director;  and 12,000  shares  issuable  upon  exercise of
            options.

       (3)  Includes 263,667 shares owned directly,  and 217,334 shares issuable
            upon exercise of options.

                                       13
<PAGE>

       (4)  Includes  356,667 shares owned directly,  4,000 shares issuable upon
            exercise of options and 6,000 shares owned  directly by children who
            share  Mr.  Singer's  household.  Mr.  Singer  disclaims  beneficial
            ownership of these 6,000 shares.

       (5)  Includes  25,200 shares owned  directly and 12,000  shares  issuable
            upon exercise of options.

       (6)  Includes  40,000 shares owned  directly and 12,000  shares  issuable
            upon exercise of options.

       (7)  Includes 300,000 shares purchased upon exercise of options.

       (8)  Includes 166,667 shares purchased upon exercise of options.

         There are an  aggregate  866,000  additional  shares  of  common  stock
reserved  for  issuance  upon  exercise  of options  which may be granted in the
future under the 2000 Employee Incentive Stock Option Plan and the 2003 Employee
Incentive Stock Option Plan. Although options may be granted under the two Plans
to key employees of the Company  including  the three  executive  officers,  Dr.
Grodman and Messrs.  Dubinett  and Singer,  there are no current  plans to grant
options  to any of such  individuals.  The  foregoing  table does not assume the
grant of additional options to any of the individuals listed therein.

                              PLAN OF DISTRIBUTION

         The securities covered by this prospectus may be sold from time to time
by the selling shareholders,  or by pledgees,  transferees or other successor in
interest,  on the NASDAQ National Market System (or such other exchange on which
the securities are listed at the time of sale), in the  over-the-counter  market
or otherwise, at prices and at terms then prevailing or at prices related to the
then  current  market  price,  or  in  privately  negotiated  transactions.  The
securities may be sold by various methods,  including, but not limited to one or
more of the following; (a) directly in a privately negotiated transaction; (b) a
block  trade in which the broker or dealer so engaged  will  attempt to sell the
securities  as agent  but may  position  and  resell a  portion  of the block as
principal to facilitate the transaction;  (c) purchased by a broker or dealer as
principal  and resale by such broker or dealer for its own  account  pursuant to
this  prospectus;  (d) an exchange  transaction in accordance  with the rules of
such exchange;  and (e) ordinary broker's transactions and transactions in which
the broker solicits  purchasers.  In effecting sales, brokers or dealers engaged
by the  selling  shareholders  may  arrange  for other  brokers  or  dealers  to
participate. Alternatively, the selling shareholders may from time to time offer
the  securities  through  underwriters,   dealers  or  agents  who  may  receive
compensation in the form of underwriting  discounts,  concessions or commissions
from the selling  shareholders and/or the purchasers of securities for whom they
may act as agents.  In addition,  any of the  securities  which qualify for sale
pursuant  to Rule 144 under the  Securities  Act,  or  otherwise  pursuant to an
applicable  exemption  under the Securities Act, may be sold other than pursuant
to this prospectus.

         The selling  shareholders and any such underwriters,  dealers or agents
that  participate  in  the  distribution  of  securities  may  be  deemed  to be
underwriters,  and any  profit  on the  sale of the  securities  by them and any
discounts,  commissions  or  concessions  received  by them may be  deemed to be
underwriting  discounts and commissions under the Securities Act. The securities
may be sold from time to time in one or more  transactions  at a fixed  offering
price, which may be changed, or at varying prices determined at the time of sale
or at  negotiated  prices.  Such  prices  will  be  determined  by  the  selling
shareholders  or  by  an  agreement   between  the  selling   shareholders   and
underwriters  or dealers.  Brokers or dealers acting in connection with the sale
of  the  securities   contemplated  by  this  prospectus  may  receive  fees  or
commissions in connection therewith.

                                       14
<PAGE>

         At the time a particular  offer of  securities  is made,  to the extent
required,  a  supplement  to this  prospectus  will be  distributed  which  will
identify and set forth the aggregate  amount of securities being offered and the
terms of the offering, including the name or names of any underwriters,  dealers
or agents,  the purchase price paid by any underwriter for securities  purchased
from the selling  shareholders,  and any  discounts,  commissions or concessions
allowed or re-allowed or paid to dealers,  including the proposed  selling price
to the  public.  Such  supplement  to  this  prospectus  and,  if  necessary,  a
post-effective  amendment to the registration statement of which this prospectus
is a part,  will be filed with the  Commission  to  reflect  the  disclosure  of
additional  information  with  respect to the  distribution  of the  securities.
Bio-Reference  will pay all of the  expenses  incident to the  registration  and
certain other expenses  related to this offering with respect to the securities,
other than underwriting  commissions and discounts,  normal commission  expenses
and brokerage  fees,  applicable  transfer taxes and attorney's  fees of selling
shareholders' counsel.

         Upon Bio-Reference being notified by any selling  shareholders that any
material  arrangement has been entered into with a broker-dealer for the sale of
securities  through a cross or block trade,  a supplemental  prospectus  will be
filed under Rule 424(c) under the Securities Act,  setting forth the name of the
participating broker-dealer(s), and where applicable, that such broker-dealer(s)
did not  conduct any  investigation  to verify the  information  set out in this
prospectus.

         Any  securities  covered  by this  prospectus  which  qualify  for sale
pursuant to Rule 144 under the Securities Act may be sold under that Rule rather
than pursuant to this prospectus.

         Under  applicable  rules and regulations  under the Securities Act, any
person  engaged  in a  distribution  of the  securities  may not  enter  bids to
purchase, purchase or engage in similar trading or market making activities with
respect to the securities for a period  commencing one business day prior to the
commencement  of such  distribution  and  ending  with  the  completion  of such
distribution.  In  addition,  and without  limiting the  foregoing,  the selling
shareholders and any person  participating in the distribution of the securities
will be subject to  applicable  provisions of the Exchange Act and the rules and
regulations  thereunder,   including  without  limitation  Regulation  M,  which
provisions  may limit the timing of purchases and sales of the securities by the
selling  shareholders.  All of the foregoing may affect the marketability of the
securities.

         In order to comply with certain states' securities laws, if applicable,
the securities  will be sold in such  jurisdictions  only through  registered or
licensed  brokers or dealers.  In certain  states the securities may not be sold
unless the securities  have been registered or qualified for sale in such state,
or unless an exemption from  registration or  qualification  is available and is
obtained.

         There can be no assurance that the selling  shareholders  will sell any
or all of the securities offered by them hereby.

                                  LEGAL MATTERS

         The  validity  of the  issuance of the shares of common  stock  offered
hereby will be passed

                                       15
<PAGE>

upon for the Company by Tolins &  Lowenfels,  A  Professional  Corporation,  747
Third Avenue, New York, NY 10017.  Members of the firm of Tolins & Lowenfels are
the owners of an aggregate 6,668 shares of the Company's common stock.

                                     EXPERTS

         The financial statements of the Company incorporated in this prospectus
by reference  to the  Company's  Annual  Report on Form 10-K for the fiscal year
ended October 31, 2002 have been so  incorporated in reliance upon the report of
Moore Stephens,  P.C., independent certified public accountants,  given on their
authority as experts in accounting and auditing.

                                       16
<PAGE>

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

NO PERSON HAS BEEN  AUTHORIZED TO GIVE
ANY   INFORMATION   OR  TO  MAKE   ANY
REPRESENTATIONS,   OTHER   THAN  THOSE
CONTAINED  IN  THIS   PROSPECTUS,   IN
CONNECTION   WITH  THE  OFFERING  MADE               728,001 SHARES
HEREBY,  AND,  IF GIVEN OR MADE,  SUCH
INFORMATION OR REPRESENTATION MUST NOT                BIO-REFERENCE
BE   RELIED   UPON  AS   HAVING   BEEN             LABORATORIES, INC.
AUTHORIZED BY THE COMPANY OR ANY OTHER
PERSON.  NEITHER THE  DELIVERY OF THIS                COMMON STOCK
PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY  CIRCUMSTANCES  CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE  AFFAIRS OF THE  COMPANY
SINCE THE DATE HEREOF. THIS PROSPECTUS
DOES NOT  CONSTITUTE  AN OFFER TO SELL
OR A  SOLICITATION  OF AN OFFER TO BUY
ANY   SECURITIES   OFFERED  HEREBY  BY
ANYONE  IN ANY  JURISDICTION  IN WHICH
SUCH  OFFER  OR  SOLICITATION  IS  NOT
AUTHORIZED  OR  IN  WHICH  THE  PERSON
MAKING SUCH OFFER OR  SOLICITATION  IS
NOT  QUALIFIED  TO DO  SO  OR  TO  ANY
PERSON TO WHOM IT IS  UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION.


            ---------------
           TABLE OF CONTENTS                           ----------
            ---------------                       P R O S P E C T U S
                                                       ----------

Available Information................2
Documents Incorporated by Reference..2
Prospectus Summary...................3
The Company..........................5
Risk Factors.........................6
Use of Proceeds.....................12
Selling Shareholders................13
Plan of Distribution................14
Legal Matters.......................15             DECEMBER , 2003
Experts.............................16


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

<PAGE>

                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3 (FORM S-8) DOCUMENTS INCORPORATED BY REFERENCE

         The  following  documents  filed with the  Commission  pursuant  to the
Exchange Act are incorporated herein by reference:

         The  description  of the  Registrant's  common  stock  contained in its
Registration  Statement  filed with the Commission  pursuant to Section 12(g) of
the Exchange Act (File No. 0-15266)  declared  effective on February 13, 1987 as
supplemented  by the description of the  Registrant's  common stock contained in
its  Registration  Statement  on Form SB-2  (File No.  33-68678)  filed with the
Commission pursuant to the Securities Act and declared effective on November 23,
1993.

         1.       Annual  Report on Form 10-K for the fiscal year ended  October
                  31, 2002.

         2.       The  definitive   Proxy   Statement  in  connection  with  the
                  Registrant's  annual meeting of stockholders  held on July 31,
                  2003.

         3.       Quarterly Reports on Form 10-Q for the quarterly periods ended
                  January 31, 2003, April 30, 2003 and July 31, 2003.

         All documents  subsequently filed by the Registrant pursuant to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act prior to the termination of this
offering shall be deemed to be  incorporated  by reference in this  Registration
Statement and the prospectus and to be a part of this Registration Statement and
the prospectus from the date of filing thereof.

         Any statement contained in a document  incorporated by reference herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement and the prospectus to the extent that a statement  contained herein or
therein or in any other  subsequently  filed document which also is or is deemed
to be  incorporated by reference  herein or therein  modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or  superseded,  to constitute  part of this  Registration
Statement and the prospectus.

ITEM 4 (FORM S-8): DESCRIPTION OF SECURITIES

         The description of the Registrant's  common stock contained in its Form
8-A registration  statement filed with the Commission  pursuant to Section 12(g)
of the Exchange Act (File No. 0-15266)  declared  effective on February 13, 1987
as supplemented by the description of the Registrant's common stock contained in
its  Registration  Statement  on Form SB-2  (File No.  33-68678)  filed with the
Commission pursuant to the Securities Act and declared effective on November 23,
1993 is hereby incorporated by reference.

                                      II-1
<PAGE>

ITEM 5 (FORM S-8): INTERESTS OF NAMED EXPERTS AND COUNSEL

         The  financial  statements  of  the  Registrant  incorporated  in  this
prospectus by reference to the  Registrant's  Annual Report on Form 10-K for the
fiscal year ended  October 31, 2002 have been so  incorporated  in reliance upon
the report of Moore Stephens,  P.C.  independent  certified public  accountants,
given on their authority as experts in accounting and auditing.

         The  validity  of the  issuance of the shares of common  stock  offered
hereby will be passed upon for the Company by Tolins & Lowenfels, A Professional
Corporation, 747 Third Avenue, New York, NY 10017. Members of the firm of Tolins
& Lowenfels  are the owners of an  aggregate  6,668  shares of the  Registrant's
common stock.

ITEM 14 (FORM S-3): OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

         Securities and Exchange Commission registration fee      $  2,877.13
         Blue Sky fees and expenses                                  7,500.00(a)
         Printing expenses                                           5,000.00(a)
         Legal fees and expenses                                    25,000.00(a)
         Accounting fees and expenses                                2,500.00(a)
         Miscellaneous                                               2,122.87(a)
                                                               -----------------

                                          Total                   $ 45,000.00

         ___________________
         (a) Estimated



ITEM 6 (FORM  S-8) AND ITEM 15 (FORM  S-3):  INDEMNIFICATION  OF  DIRECTORS  AND
OFFICERS

         Section l4A:3-5(2) of the Business  Corporation Act of the State of New
Jersey (the "Business Corporation Act") provides, in general, that a corporation
shall have the power to  indemnify a corporate  agent  against his  expenses and
liabilities in connection  with any proceeding  involving the corporate agent by
reason  of his  being or  having  been  such a  corporate  agent,  other  than a
proceeding by or in the right of the  corporation,  if (a) such corporate  agent
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best  interests of the  corporation;  and (b) with respect to any
criminal proceeding, such corporate agent had no reasonable cause to believe his
conduct was unlawful.  The  termination  of any  proceeding by judgment,  order,
settlement,  conviction  or upon a plea of nolo  contendere  or its  equivalent,
shall not in itself create a presumption  that such corporate agent did meet the
applicable standards of conduct set forth in paragraphs (a) and (b) above.

         Section  l4A:3-5(3)  of  the  Business  Corporation  Act  provides,  in
general,  that a  corporation  shall have power to  indemnify a corporate  agent
against his expenses in connection with any proceeding by or in the right of the
corporation  to procure a judgment in its favor  which  involves  the  corporate
agent by reason for his being or having been such corporate  agent,  if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the  best  interests  of  the  corporation.  However,  in  such  proceeding,  no
indemnification shall be provided

                                      II-2
<PAGE>

in respect of any claim,  issue or matter as to which such corporate agent shall
have  been  adjudged  to be liable to the  corporation,  unless  and only to the
extent that the Superior Court or the court in which such proceeding was brought
shall determine upon application that despite the adjudication of liability, but
in view of all  circumstances  of the case,  such corporate  agent is fairly and
reasonably entitled to indemnity for such expenses as the Superior Court or such
other court shall deem proper.

         Section  14A:3-5(4)  of  the  Business  Corporation  Act  provides,  in
general,  that a corporation  shall indemnify a corporate agent against expenses
to the extent that such  corporate  agent has been  successful  on the merits or
otherwise in any proceeding referred to in subsections 14A:3-5(2) and l4A:3-5(3)
or in defense of any claim, issue or matter therein.

         Section  14A:3-5(9)  of  the  Business  Corporation  Act  provides,  in
general,  that a corporation shall have power to purchase and maintain insurance
on behalf of any corporate agent against any expenses incurred in any proceeding
and any liabilities asserted against him by reason of his being or having been a
corporate  agent,  whether  or not the  corporation  would  have  the  power  to
indemnify him against such expenses and liabilities under the provisions of this
section.

         The Registrant's  Certificate of Incorporation  and its By-laws provide
that it shall  indemnify its directors and its officers to the extent  permitted
by the New Jersey Business  Corporation Act. As a result,  stockholders may have
limited rights to recover  against the  Registrant's  directors and officers for
breach of fiduciary duty.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to the  Registrant's  directors,  officers and  controlling
persons 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.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a director,  officer or controlling  person in the successful defense of
any  action,  suit or  proceeding)  is  asserted  by such  director,  officer or
controlling  person in connection  with the  securities  being  registered,  the
Registrant will,  unless in the opinion of counsel,  the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question whether such  indemnification  is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such issue.

ITEM 7 (FORM S-8): EXEMPTION FROM REGISTRATION CLAIMED

         All shares of common stock registered  hereunder for reoffer or resale,
have been or will be issued  upon  exercise of options  granted  pursuant to the
Registrant's  1989  Employee  Stock Option Plan,  its 2000 and its 2003 Employee
Incentive Stock Option Plans and its Non-Plan Executive, Consultant and Director
Options.  The options are  non-transferable  and the underlying  shares were and
will be issued in transactions not involving a public offering. Upon exercise of
an option,  the  optionee is required to execute an  investment  undertaking,  a
restrictive  legend is placed on the  certificate for the shares of common stock
purchased and transfer  stops are placed against such  certificate.  Such shares
may only be reoffered and sold pursuant to registration under the Securities Act
or pursuant to an  applicable  exemption  under the Act. As a result such offers
and sales are exempt from the  registration  requirements  of the Securities Act
pursuant to the  provisions  of Section  4(2) of the Act.

                                      II-3
<PAGE>

ITEM 8 (FORM S-8) AND ITEM 16 (FORM S-3): EXHIBITS

                                       Incorporated by
Exhibit No.              Item                 Reference to
-----------  ----------------------------     ------------

3.1*            Amended and restated Certificate of Incorporation     (A)
                dated November 15, 1989

3.1.1*          Amendment to Certificate of Incorporation dated       (B)
                October 4, 1991 (authorizing one-for-ten reverse stock split)

3.1.2*          Amendment to Certificate of Incorporation dated       (C)
                August 23, 1993 (authorizing one-for-three reverse stock split)

3.1.3*          Amendment to Certificate of Incorporation dated March 23,  (E)
                1998 (creating Series A Senior Preferred Stock)

3.1.4*          Amendment to Certificate of Incorporation dated March 31,  (E)
                1998 (creating Series A Junior Participating Preferred Stock)

3.1.5           Amendment to Certificate of Incorporation dated September 22,
                2003 (increasing authorized shares of common stock to
                35,000,000 shares)

3.2*       By-laws                         (D)

4.1*       Form of Common Stock Certificate, $.01 par value     (C)

5.1             Opinion of Tolins & Lowenfels P.C.

10.5*      The Registrant's 1989 Employees' Stock Option Plan   (B)

10.5.1*    The Registrant's 2000 Employee Incentive Stock Option Plan  (F)

10.5.2          The Registrant's 2003 Employee Incentive Stock Option Plan

23.1       Consent of Moore Stephens, P.C. (included on page II-6)

23.2            Consent of Tolins & Lowenfels, P.C. (included in Exhibit 5.1)

______
    The exhibits designated above with an asterisk (*) have previously been
filed with the Commission and, pursuant to 17 C.F.R. ss.ss.201.24 and
240.12b-32, are incorporated by reference to the documents as indicated below.

    (A)    Incorporated  by  reference  to exhibit  filed with the  Registrant's
           Registration Statement on Form S-1 (File No.33-31360).

    (B)    Incorporated by reference to exhibit filed with  Registrant's  annual
           report on Form 10KSB for the year ended October 31, 1992.

    (C)    Incorporated  by  reference  to exhibit  filed with the  Registrant's
           Registration Statement of Form SB-2 (File No. 33-69678).

    (D)    Incorporated  by  reference  to exhibit  filed with the  Registrant's
           Registration Statement on Form S-18 (File No. 33-5048-NY).

    (E)    Incorporated  by  reference  to exhibit  filed with the  Registrant's
           annual report on Form 10-K for the year ended October 31, 1999.

    (F)    Incorporated  by  reference  to exhibit  filed with the  Registrant's
           annual report on Form 10-K for the year ended October 31, 2000.

                                      II-4
<PAGE>

ITEM 9 (FORM S-8) AND ITEM 17 (FORM S-3): UNDERTAKINGS

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 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 of 1933 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  Securities and Exchange
Commission,  such  indemnification  is against public policy as expressed in the
Act  and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-5
<PAGE>

                         CONSENT OF INDEPENDENT AUDITORS

         We consent  to the  incorporation  by  reference  in this  Registration
Statement of Bio-Reference Laboratories,  Inc (the "Registrant") on Form S-8 and
Form S-3 of our report dated December 6, 2002 on the financial statements of the
Registrant  as at October 31, 2002. We also consent to the reference to our firm
under the caption "Experts" included in the Registration Statement.


                                           Moore Stephens, PC

         Cranford, New Jersey
         December 22, 2003

                                      II-6
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for  filing  on Form  S-8/S-3  and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Elmwood Park, New Jersey on December 22, 2003.

                         BIO-REFERENCE LABORATORIES, INC.



                         By     S/ Marc D. Grodman
                           ----------------------------------------
                             Marc D. Grodman, M.D.S
                             President, Principal Executive Officer



                         By     S/ Sam Singer
                           ----------------------------------------
                             Sam Singer
                             Vice President, Principal Financial
                                and Accounting Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement on Form S-8/S-3 has been signed by the following persons
in the capacities and on the dates indicated.

Name                         Title                       Signature
-----------                  -----------                 -----------------

Marc D. Grodman, M.D.        Chairman of the Board,      S/ Marc D. Grodman
Dated: December 22, 2003     President and Director      -----------------------

Howard Dubinett              Executive Vice President    S/ Howard Dubinett
Dated: December 22, 2003       Director                  -----------------------

Sam Singer                   Vice President              S/ Sam Singer
Dated: December 22, 2003       Director                  -----------------------

Gary Lederman                Director                    S/ Gary Lederman
Dated: December 22, 2003                                 -----------------------

John Roglieri, M.D.          Director                    S/ John Roglieri
Dated: December 22, 2003                                 -----------------------

Morton Topfer                Vice Chairman of            S/ Morton Topfer
Dated: December 22, 2003     the Board, Director         -----------------------

                                      II-7
<PAGE>

                                 Exhibit Index

3.1.5           Amendment to Certificate of Incorporation dated September 22,
                2003 (increasing authorized shares of common stock to
                35,000,000 shares)

5.1             Opinion of Tolins & Lowenfels P.C.

10.5.2          The Registrant's 2003 Employee Incentive Stock Option Plan
[{"type": "S-8", "sequence": "1", "filename": "c30220_s-8.txt", "secsgml_size_bytes": 79321}]
{"company-data": {"conformed-name": "BIO REFERENCE LABORATORIES INC", "cik": "0000792641", "assigned-sic": "8071", "irs-number": "222405059", "state-of-incorporation": "NJ", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111578", "film-number": "031074140"}, "business-address": {"street1": "481 EDWARD H ROSS DR", "city": "ELMWOOD PARK", "state": "NJ", "zip": "07407-3118", "phone": "2017912186"}, "mail-address": {"street1": "481 EDWARD H ROSS DRIVE", "city": "ELMWOOD PARK", "state": "NJ", "zip": "07407-3118"}, "former-company": {"former-conformed-name": "MED MOBILE INC", "date-changed": "19891115"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 24, 2003

                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              FORM S-8 AND FORM S-3

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                        BIO-REFERENCE LABORATORIES, INC.
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

         NEW JERSEY                                   22-2405059
 ------------------------------             --------------------------------
(STATE OR OTHER JURISDICTION OF             (IRS EMPLOYER IDENTIFICATION NO.
INCORPORATION OR ORGANIZATION)

            481 EDWARD H. ROSS DRIVE, ELMWOOD PARK, NEW JERSEY    07407
            -----------------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)     (ZIP CODE)

                        BIO-REFERENCE LABORATORIES, INC.
                       1989 EMPLOYEES' STOCK OPTION PLAN,
                   2000 EMPLOYEE INCENTIVE STOCK OPTION PLAN,
                 2003 EMPLOYEE INCENTIVE STOCK OPTION PLAN, AND
               NONPLAN EXECUTIVE, CONSULTANT AND DIRECTOR OPTIONS
               --------------------------------------------------
                            (FULL TITLE OF THE PLAN)

          MARC D. GRODMAN, PRESIDENT, BIO-REFERENCE LABORATORIES, INC.
            481 EDWARD H. ROSS DRIVE, ELMWOOD PARK, NEW JERSEY 07407
            --------------------------------------------------------
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (201) 791-2600
                                 --------------
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: UPON EXERCISE
OF THE OPTIONS GRANTED UNDER THE STOCK OPTION PLANS AND THE NONPLAN OPTIONS BUT
IN NO EVENT PRIOR TO THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED PURSUANT
TO DIVIDEND OR INTEREST 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, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
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
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
================================================================================
Title of securities      Amount to be       Proposed          Proposed         Amount of Registration Fee
to be registered         registered (1)     maximum           maximum
                                            offering price    aggregate
                                            per share (2)     offering price

-------------------------------------------------------------------------------------------------------------------
Common Stock             2,613,085          $13.61            $35,564,086       $2,877.13

===================================================================================================================
(1)    The  aggregate  amount  of  securities   registered  hereunder  is
2,613,085 shares of common stock issuable upon exercise of presently outstanding
stock options held by executives and other employees, consultants and directors,
as well as upon exercise of employee  options  which may be granted  pursuant to
our 2000 Employee  Incentive  Stock Option Plan and our 2003 Employee  Incentive
Stock Option Plan.  Pursuant to Rule 416 promulgated under the Securities Act of
1933,  as  amended,  this  registration   statement  covers  such  indeterminate
additional shares of common stock to be offered or issued to prevent dilution as
a result of future stock splits, stock dividends, or other similar transactions.

       (2)    The fee with respect to these shares has been calculated  pursuant
to  paragraphs  (h) and (c) of Rule 457 upon the basis of  $13.61,  the  closing
sales price per share of our common  stock on December  19,  2003, a date within
five  (5)  business  days  prior  to the  date of  filing  of this  Registration
Statement, as reported on the NASDAQ National Market System.

                                EXPLANATORY NOTE

This Registration Statement contains two parts. The first part contains a
prospectus to Form S-3 (in accordance with Section C of the General Instructions
to Form S-8) which covers reoffers and resales by affiliates of Bio-Reference
Laboratories, Inc. (the "Registrant") of shares of common stock of the
Registrant issued and to be issued upon exercise of options granted pursuant to
the Registrant's 1989 Employees Stock Option Plan; the Registrant's 2000
Employee Incentive Stock Option Plan; the Registrant's 2003 Employee Incentive
Stock Option Plan, and Nonplan Director Options. The second part contains
information required in the registration statement pursuant to Part II of Form
S-8 and certain items of information not required in the prospectus pursuant to
Part II of Form S-3. Pursuant to the introductory note to Part 1 of Form S-8,
the plan information specified by Part I is not being filed with the Securities
and Exchange Commission.
PROSPECTUS
(FORM S-3)
                        BIO-REFERENCE LABORATORIES, INC.

                                 728,001 Shares
                          Common Stock ($.01 par value)

       BIO-REFERENCE LABORATORIES, INC. 1989 EMPLOYEES' STOCK OPTION PLAN;
                   2000 EMPLOYEE INCENTIVE STOCK OPTION PLAN;
                   2003 EMPLOYEE INCENTIVE STOCK OPTION PLAN;
                   AND NONPLAN EXECUTIVE AND DIRECTOR OPTIONS

         This prospectus  relates to the possible  offering and resale from time
to time by certain selling  shareholders  of our company or their  successors in
interest of shares of our common stock which have been issued  under,  or may be
acquired  upon the  exercise of stock  options  pursuant to our 1989  Employees'
Stock Option  Plan;  our 2000  Employee  Incentive  Stock Option Plan;  our 2003
Employee Incentive Stock Option Plan; and Nonplan Executive and Director Options
(collectively  the  "Plans").  We will not receive any proceeds from the sale of
these shares.

         The  common  stock  may be  offered  and sold  from time to time by the
selling  shareholders  or by  their  pledgees,  donees,  transferees,  or  other
successors  in interest.  Such sales may be made on the NASDAQ  National  Market
System, in the over-the-counter  market or otherwise at prices and at terms then
prevailing  or at  prices  related  to the  then  current  market  price,  or in
negotiated  transactions.  The  common  stock  may be sold by one or more of the
following  methods:  (a) block  trades in which the  broker or dealer so engaged
will attempt to sell the shares as agent but may position and resell portions of
the block as principal to facilitate the transaction;  (b) purchases by a broker
or dealer as  principal  and  resale by such  broker or dealer  for its  account
pursuant to this prospectus; (c) an exchange distribution in accordance with the
rules of such exchange; and (d) ordinary brokerage transactions and transactions
in which the broker solicits purchases.  In effecting sales,  brokers or dealers
engaged by the selling  shareholders may arrange for other brokers or dealers to
participate.  Brokers or dealers will  receive  commissions  or  discounts  from
selling shareholders in amounts to be negotiated  immediately prior to the sale.
Such  brokers or dealers and any other  participating  brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities  Act") in connection with such sales. In addition,  any
securities  covered by this  prospectus  which qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to this prospectus.  We will
not receive any of the proceeds from the sale of these shares,  although we have
paid the  expenses of preparing  this  prospectus  and the related  registration
statement.

   AN INVESTMENT IN THE SECURITIES  OFFERED HEREBY INVOLVES  CERTAIN RISKS.  SEE
"RISK FACTORS" AT PAGE 6.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

         The closing sale price of our common  stock on December  19,  2003,  as
reported on the NASDAQ National Market System was $13.61.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY  REPRESENTATIONS,
OTHER  THAN AS  CONTAINED  HEREIN,  IN  CONNECTION  WITH THE OFFER  MADE IN THIS
PROSPECTUS,  AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.

                         -------------------------------
              The date of this prospectus is December _____ , 2003
We have filed a  Registration  Statement  under the Securities Act with
the Securities and Exchange  Commission (the  "Commission")  with respect to the
securities  offered by this prospectus.  This prospectus does not contain all of
the information set forth in the registration statement,  certain parts of which
are omitted in  accordance  with the rules and  regulations  of the  Commission.
Additional  information  concerning the securities offered hereby is to be found
in the Registration  Statement including various exhibits thereto,  which may be
inspected at the Commission's office in Washington, D.C.

                              AVAILABLE INFORMATION

         We are  subject to the  informational  requirements  of the  Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  file  reports,  proxy  statements  and  other  information  with  the
Commission.  Such  reports,  proxy  statements  and  other  information  can  be
inspected and copied at the Public  Reference Room  maintained by the Commission
at 450 Fifth Street NW, Washington, DC 20549 (telephone:  1-800-SEC-0330) and at
the Commission's  regional office located at 233 Broadway,  6th Floor, New York,
NY 10279  at  prescribed  rates.  We file our  reports  electronically  with the
Commission.  The Commission maintains an Internet site (http://www.sec.gov) that
contains  reports,  proxy  and  information  statements  and  other  information
regarding issuers that file electronically with the Commission.

         Our common stock is listed for quotation on the NASDAQ  National Market
System and is traded under the symbol "BRLI."

DOCUMENTS INCORPORATED BY REFERENCE

         The following  documents  filed with the Commission  (File No. 0-15266)
pursuant to the Securities Act and/or the Exchange Act, are incorporated in this
prospectus by reference:

         1.       The   description  of  our  common  stock   contained  in  our
                  Registration  Statement filed with the Commission  pursuant to
                  Section 12(g) of the Exchange Act (File No. 0-15266)  declared
                  effective  on  February  13,  1987  as   supplemented  by  the
                  description of our common stock contained in our  Registration
                  Statement  on Form SB-2  (File No.  33-68678)  filed  with the
                  Commission   pursuant  to  the  Securities  Act  and  declared
                  effective on November 23, 1993.

         2.       Annual  Report on Form 10-K for the fiscal year ended  October
                  31, 2002.

         3.       The definitive  Proxy  Statement in connection with our annual
                  meeting of stockholders held on July 31, 2003.

         4.       Quarterly Reports on Form 10-Q for the quarterly periods ended
                  January 31, 2003, April 30, 2003 and July 31, 2003.

         All  documents  subsequently  filed by us  pursuant  to Section  13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering
shall be deemed to be  incorporated  by reference in this prospectus and to be a
part of this prospectus from the date of filing thereof.

                                       2
Any statement contained in a document  incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute part of this prospectus.

         We will provide  without charge to each person to whom this  prospectus
is  delivered,  upon  written  or oral  request  of that  person,  a copy of all
documents  incorporated  by reference into the  registration  statement of which
this prospectus is a part,  other than exhibits to those documents  (unless such
exhibits  are  specifically  incorporated  by  reference  into such  documents).
Requests  for such  documents  should  be  directed  to  Stockholder  Relations,
Bio-Reference  Laboratories,  Inc., 481 Edward H. Ross Drive,  Elmwood Park, New
Jersey 07407, telephone: 201-791-2600.

                               PROSPECTUS SUMMARY

         The following summary contains basic  information  about  Bio-Reference
Laboratories,  Inc.  and  this  prospectus.  It  may  not  contain  all  of  the
information  that is  important to you. For a more  complete  understanding,  we
encourage you to read the entire  prospectus and the documents  incorporated  by
reference in this prospectus.

         In this prospectus,  the words "Bio-Reference,"  "Company," "we," "our"
and "us" refer to Bio-Reference Laboratories, Inc.

THE COMPANY

         We currently  operate a clinical  laboratory in northern (Elmwood Park)
New Jersey and a satellite laboratory in southeastern (Valley Cottage) New York.
We  offer a  comprehensive  list of  laboratory  testing  services  utilized  by
healthcare  providers in the detection,  diagnosis,  evaluation,  monitoring and
treatment of  diseases.  Our clients  include  doctors,  employers,  clinics and
governmental units.

         In addition to our clinical  laboratory testing services,  we operate a
clinical  knowledge  management  service through our PSIMedica business unit. We
also  operate a Web-based  connectivity  portal  solution for  laboratories  and
physicians called CareEvolve.  Together with Roche Diagnostics ("Roche") we have
been marketing this connectivity  solution to other laboratories  throughout the
United States.

         Our executive offices are located at 481 Edward H. Ross Drive,  Elmwood
Park, New Jersey 07407; telephone number: 201-791-2600.

                                       3
THE OFFERING

Common Stock outstanding before this offering.............11, 451,028 shares (1)

Common Stock outstanding which may be offered
       pursuant to this prospectus............................466,667 shares

Common Stock issuable upon exercise of
       outstanding options which may be offered pursuant
       to this prospectus.....................................261,334 shares

NASDAQ (NMS) Symbol for Common Stock..........................        "BRLI"

Use of Proceeds ..................................We  will   not   receive   any
                                                  proceeds  from the sale of any
                                                  of  these   shares.   We  will
                                                  receive proceeds to the extent
                                                  that   currently   outstanding
                                                  options  are   exercised.   If
                                                  exercised,  we  will  use  the
                                                  exercise  proceeds for working
                                                  capital and general  corporate
                                                  purposes.

RiskFactors ......................................There    are   risks   to   an
                                                  investment in the common stock
                                                  offered  by  this  prospectus.
                                                  You should carefully  consider
                                                  the risk factors  described in
                                                  this     prospectus     before
                                                  investing.    See   the   Risk
                                                  Factors  section  for  a  more
                                                  complete   discussion  of  the
                                                  risks   associated   with   an
                                                  investment  in   Bio-Reference
                                                  common stock.

______

(1) Does not include (a) 604,078 shares reserved for issuance upon conversion of
604,078 outstanding shares of Series A Senior Preferred Stock ("Series A
Preferred Stock"); (b) 257,668 shares reserved for issuance upon exercise of
outstanding options granted under the 1989 Employees' Stock Option Plan; (c)
689,000 shares reserved for issuance upon exercise of outstanding options
granted under the 2000 Employee Incentive Stock Option Plan; (d) 66,000 shares
reserved for issuance upon exercise of options available for grant under the
2000 Employee Incentive Stock Option Plan; (e) 800,000 shares reserved for
issuance upon exercise of options available for grant under the 2003 Employee
Incentive Stock Option Plan; (f) 370,000 shares reserved for issuance upon
exercise of options granted to various consultants including members of the
Company's Scientific Advisory Board; (g) 115,750 shares reserved for issuance
upon exercise of Non-Plan options granted to various employees; and (h) 48,000
shares reserved for issuance upon exercise of options granted to the Company's
directors.

                                       4
THE COMPANY

         We currently  operate a clinical  laboratory in northern (Elmwood Park)
New Jersey and a satellite laboratory in southeastern (Valley Cottage) New York.
We believe  that we are the largest  independent  regional  clinical  laboratory
servicing the greater New York metropolitan  area. We offer a comprehensive list
of  laboratory  testing  services  utilized  by  healthcare   providers  in  the
detection, diagnosis, evaluation, monitoring and treatment of diseases.

         We  process   approximately  two  million  requisitions  each  year.  A
requisition form accompanies a patient's specimen.  It indicates the tests to be
performed  and the party to be  invoiced  for the  tests.  Our  clients  include
doctors,  employers,  clinics, and governmental units. We have a network of over
50 patient service centers.

         In addition to our clinical laboratory testing operations, we operate a
clinical knowledge  management service through our PSIMedica business unit. This
system uses customer data from laboratory results,  pharmaceutical  data, claims
data,  and other data sources to provide  administrative  and clinical  decision
support  systems  which enable our  customers to provide  quality and  efficient
healthcare to their populations.

         We  also  operate  a  Web-based   connectivity   portal   solution  for
laboratories and physicians called  CareEvolve.  This wholly owned subsidiary is
operated in  conjunction  with Roche.  We use this portal  ourselves  to provide
laboratory ordering and results to our physician customers. Together with Roche,
we  have  been  marketing  this  connectivity  solution  to  other  laboratories
throughout the United States.

         We are a New Jersey corporation. We may at times refer to ourselves and
our  subsidiaries  collectively  as the  "Company."  We  are  the  successor  to
Med-Mobile, Inc., a New Jersey corporation that was organized in 1981.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This  prospectus  and the documents  incorporated  by reference  herein
include  "forward-looking  statements"  within the meaning of Section 27A of the
Securities  Act and Section 21E of the Exchange Act. All  statements  other than
statements of historical  fact included  herein and therein,  including  without
limitation,  statements  regarding our financial  position,  business  strategy,
products, products under development,  markets, budgets and plans and objectives
of management for future operations, are forward-looking statements. Although we
believe that the expectations  reflected in such forward-looking  statements are
reasonable,  we can give no assurance that such  expectations will prove to have
been  correct.  Important  factors  that could  cause  actual  results to differ
materially  from our  expectations  are disclosed in statements  set forth under
"Risk Factors"  herein and elsewhere in this  prospectus and in such  documents.
All subsequent written and oral forward-looking  statements  attributable to us,
or to persons on our behalf,  are expressly  qualified in their  entirety by the
Risk Factors and such other statements.

                                       5
RISK FACTORS

         In  addition to the other  information  in this  prospectus  and in the
documents incorporated by reference herein, the following risk factors should be
considered carefully in evaluating our business, our financial condition and the
market  price  for  our  common  stock.   See  also   "Special  Note   Regarding
Forward-Looking Statements."

THERE ARE RISKS ASSOCIATED WITH OUR CONTINUED GROWTH

         Over the last several years, we have experienced substantial growth and
have expanded our  operational  capabilities.  We intend to further  develop and
expand both our core  laboratory  business and other  products.  This growth and
expansion has placed,  and will continue to place,  a significant  strain on our
resources.  We  cannot  assure  that we will be able to  successfully  manage  a
continuation of the rate of growth similar to that which we have  experienced in
the past, should it occur.

WE HAVE EXPERIENCED FLUCTUATIONS IN OUR OPERATING RESULTS

         Our  quarterly and annual  operating  results can be affected by a wide
variety of  factors,  many of which are outside of our control and which have in
the past and could in the future  materially and adversely affect those results.
These factors include the quantities and timing of specimens  received,  pricing
pressures,  reimbursement changes, availability and cost of diagnostic supplies,
cost of logistic and delivery  systems,  changes in product mix,  retention  and
expansion of our marketing staff, timing of payments from governmental  agencies
and  third-party  payors and the effect of adverse weather  conditions.  We rely
principally  upon our  internal  logistic  group for  pick-up  and  delivery  of
specimens. However, as we shift our product mix we have begun to rely on Federal
Express,  UPS and other such providers for this service.  Any disruption in this
service,  as occurred on September  11, 2001 when the National  Airspace  System
("NAS") was shut down for a week,  could have a material  adverse  effect on our
operating  results.  As a result of these  factors,  our  operating  results may
continue to fluctuate in the future.

WE ARE SUBJECT TO EXTENSIVE GOVERNMENT REGULATION AND ENFORCEMENT

         We are a provider of  healthcare  services.  As such, we are subject to
extensive and rapidly  changing  federal,  state and local laws and  regulations
governing  licensure,  billing practices,  financial  relationships,  referrals,
conduct of operations,  purchase of existing businesses and other aspects of our
business.  We cannot  predict  the timing or impact of any changes in these laws
and regulations or their  interpretations  by regulatory  bodies,  and we cannot
assure that these changes will not have a material adverse effect on us.

         Current federal laws governing federal healthcare programs,  as well as
some state laws, regulate certain aspects of the relationship between healthcare
providers,  including us, and their referral sources. The Federal  Anti-Kickback
Law and the Stark Law generally  prohibit  providers and others from soliciting,
offering,  receiving or paying, directly or indirectly, any monies in return for
either  making a  referral  for a service  or item or  purchasing,  ordering  or
leasing a

                                       6
service or item, and prohibits physicians from making such referrals to entities
in which they have an investment interest or with which they have a compensation
arrangement.  Exceptions to these laws are limited. Violations are punishable by
disallowance of claims,  civil monetary or criminal  penalties  and/or exclusion
from Medicare.  Government authorities (both federal and state) have become more
aggressive in examining laboratory billing practices,  and in seeking repayments
and even penalties based on how the services were billed,  regardless of whether
the carriers had furnished clear guidance.

         In addition,  our laboratory operations are required to be licensed by,
or certified  under,  CLIA-88,  the Centers for  Medicare and Medicaid  Services
("CMS") which  administers  Medicare and  Medicaid,  and various state and local
laws. We are also subject to federal and state laws relating to the handling and
disposal of medical waste and  radioactive  materials,  as well as to the safety
and health of laboratory employees.  Although we seek to structure our practices
to comply with these laws and regulations,  no assurances can be given regarding
compliance in any given situation.  The possible sanctions for failure to comply
with these laws and  regulations  may  include  the denial to conduct  business,
significant  fines and  criminal  penalties.  Any  significant  fine or criminal
penalty could have a material  adverse  effect on our financial  condition.  Any
exclusion  or  suspension  from  participation  in a CMS  program,  any  loss of
licensure or accreditation or the inability to obtain the required license would
have a material adverse effect on our business.

WE ARE SUBJECT TO UNCERTAINTIES RELATED TO THIRD PARTY PAYORS

         We  typically  bill third  party  payors  such as  Medicare,  Medicaid,
governmental  programs and private  insurers for our services.  Such third party
payors are constantly  negotiating prices with the goal of lowering their costs,
which may result in lower profit margins for us.  Reimbursement  rates have been
established for most, but not every service.  We cannot collect from third party
payors for services that these payors have not approved for reimbursement. As is
common with all  laboratories,  there is a certain  amount of  variability  with
respect to  reimbursement  among third party  payors.  Furthermore,  third party
payors have, on occasion,  ceased  reimbursements when certain tests are ordered
for patients with certain diagnoses while maintaining  reimbursement  when those
tests are ordered for other  diagnoses  deemed  appropriate  by the carrier.  In
addition,  Medicare or Medicaid may  retroactively  audit its payments to us and
may determine that certain payments must be returned.

POTENTIAL HEALTHCARE REFORM MAY AFFECT OUR BUSINESS

         The public and the federal  government  continue to focus  attention on
reforming  the  healthcare  system in the  United  States.  Several  legislative
proposals  have been  introduced  in Congress and state  legislatures  in recent
years that would effect major reforms of the  healthcare  systems.  In addition,
CMS has made a number  of  proposals  regarding  the  payment  and  coverage  of
laboratory  services  including the development of national  coverage  policies.
Because of the  uncertainties in regard to the nature,  timing and extent of any
such  reimbursement  changes,  audits and reform  initiatives,  we are unable to
predict the effect of these changes on us.

                                       7
OUR FAILURE TO COMPLY WITH FRAUD AND ABUSE  REGULATIONS  WOULD ADVERSELY  AFFECT
OUR BUSINESS

         Medicare and Medicaid anti-kickback laws prohibit clinical laboratories
from making  payments or furnishing  other benefits to influence the referral of
tests billed to federal programs.  Federal enforcement  agencies (including both
the Office of the  Inspector  General and the Federal  Bureau of  Investigation)
liberally   interpret  and  aggressively   enforce  statutory  fraud  and  abuse
provisions of these anti-kickback statutes.  According to public statements made
by the  Department  of Justice,  healthcare  fraud has become one of its highest
priorities. Many of the anti-fraud statutes are vague or indefinite and have not
been  interpreted  in the courts.  We believe we operate  lawfully  within these
statutes; however, we cannot predict if some of our practices may be interpreted
as violating these statutes and regulations.

OUR INSURANCE  COVERAGE MAY NOT BE ADEQUATE IN ALL INSTANCES OR AVAILABLE IN THE
FUTURE AT ACCEPTABLE COST

         We  maintain   professional   liability  insurance  of  $3,000,000  per
occurrence,  $3,000,000  in the  aggregate.  In  addition,  we  maintain  excess
commercial  insurance  of  $2,000,000  per  occurrence  and  $3,000,000  in  the
aggregate. We believe that our present insurance coverage is sufficient to cover
currently  estimated  exposures,  but we  cannot  assure  that we will not incur
liabilities in excess of the policy limits. Similarly,  although we believe that
we will be able to continue to obtain adequate  insurance  coverage,  due to the
events of September  11, 2001, we cannot assure that we will be able to do so at
acceptable cost.

WE ARE  SUBJECT  TO  FINANCIAL  RISK  RELATED  TO  COLLECTION  OF  OUR  ACCOUNTS
RECEIVABLE

         All of our services are rendered pursuant to a fee list for services.
We therefore assume the financial risk related to collection of these
receivables such as:

         $  Delays attendant to reimbursement by third party payors

         $  Difficulties in gathering complete and accurate billing information

         $  Inability to collect accounts

         $  Long collection cycles

         There have been times when our accounts  receivable have increased at a
greater rate than revenue growth and,  therefore,  have  adversely  affected our
cash from  operations.  We have taken steps to implement  systems and processing
changes intended to improve billing procedures and related  collection  results.
We believe that we have made progress by  reorganizing  our accounts  receivable
and billing  functions and that our allowance for doubtful accounts is adequate.
However,  we cannot assure that our ongoing  assessment  of accounts  receivable
will  not  result  in  the  need  for  additional  provisions.  Such  additional
provisions,  if  implemented,  could  have  a  material  adverse  effect  on our
operating results.

                                       8
WE FACE COMPETITION FROM NATIONAL LABORATORIES

         We operate in a business which is characterized by intense competition.
Our major competitors in the New York  metropolitan  area, Quest Diagnostics and
Laboratory Corporation of America, are large national laboratories which possess
greater  name  recognition,  larger  customer  bases and  significantly  greater
financial resources and employ  substantially more personnel than we do. Many of
our competitors have long established  relationships.  We cannot give assurances
that we will be able to compete  successfully  with such entities in the future.
Our ability to attract and retain sales  representatives and management may also
affect our ability to compete in this marketplace.

OUR BUSINESS IS DEPENDENT ON BANK FINANCING

         We fund our operations  through a line of credit under a revolving loan
agreement  (the "Loan  Agreement")  with PNC Bank.  The  maximum  amount of this
credit line available to us is the lesser of (i)  $25,000,000 or (ii) 50% of our
qualified  accounts  receivable (as defined in the Loan Agreement).  At July 31,
2003,  we were  utilizing  approximately  $9,287,000  of the credit line and had
approximately  $11,080,000 of available  unused credit under the Loan Agreement.
The line of credit has been  increased and extended on a number of occasions and
is currently available through September 2004.  Borrowings under the credit line
are  collateralized  by  substantially  all of our assets as well as through the
assignment to PNC Bank of a $4,000,000 face amount  insurance policy on the life
of the  president  of our  company.  The  Loan  Agreement  requires  us to be in
compliance  with various  affirmative  and  negative  covenants  concerning  our
operations  and  financial  condition.   Among  other  provisions,   it  imposes
requirements for maintaining fixed charge coverage, various financial ratios and
certain  insurance  coverage.  Although we have been able to obtain waivers from
PNC Bank in the past for failure to meet certain of the covenants under the Loan
Agreement,  the  availability of any future required  waivers cannot be assured.
Any failure on our part to obtain a renewal or an  extension  of the loan,  when
due, or to obtain a waiver  from PNC Bank,  if  required,  would have a material
adverse effect on our business and financial condition.

WE ARE DEPENDENT ON OUR CHIEF EXECUTIVE OFFICER

         Our success is substantially  dependent on the efforts and abilities of
Marc D. Grodman M.D., our founder,  president and chief executive  officer.  Dr.
Grodman's  employment  contract  expires  in  October  2004 and  there can be no
assurance  that it will be  extended  or  renewed at such  time.  We  maintain a
$4,000,000  "key-man" life insurance policy on Dr. Grodman's life payable to the
Company in the event of his death.  The policy has been  assigned to PNC Bank as
collateral to secure borrowings under our credit line. The unavailability of Dr.
Grodman, whether as a result of his death, disability or otherwise, could have a
material adverse effect upon our business.

                                       9
WE ARE CONTROLLED BY CURRENT  MANAGEMENT THROUGH STOCK OWNERSHIP AND A STAGGERED
BOARD OF DIRECTORS

         At July 31, 2003, our officers and directors were the beneficial owners
of approximately 33% of the outstanding shares of our common stock. As a result,
they will for all practical  purposes  control the election of our directors and
will have the ability to control our affairs.  Our Certificate of  Incorporation
provides for a staggered board of directors (the "Board")  pursuant to which the
Board is divided  into three  classes of  directors  and the members of only one
class (or  one-third  of the Board) are elected  each year to serve a three-year
term. A director is removable  only for cause by a vote of the holders of 80% of
the common stock.  This provision will make it more difficult to change majority
control  of the Board and may  discourage  attempts  by third  parties to make a
tender offer or otherwise  obtain control of the Company even if such an attempt
would be beneficial to the Company and its shareholders.

OUR SUPER-MAJORITY VOTING REQUIREMENT FOR CERTAIN CORPORATE TRANSACTIONS AND OUR
RIGHTS PLAN INHIBIT TENDER OFFERS AND TAKEOVER ATTEMPTS

         Our Certificate of  Incorporation  requires  approval of the holders of
80% of the outstanding shares of our common stock for any merger,  consolidation
or sale of assets or other acquisition of the Company not approved by the Board.
This provision may discourage a tender offer for all or part of our common stock
and may also prevent  temporary  fluctuations  in the market price of our common
stock which often result from actual or rumored takeover attempts.  We have also
established a Rights Plan to discourage  hostile  acquisitions of control of the
Company.  Although  it is  intended  to  prevent a  purchase  of  control  or an
acquisition  of the Company at an  inadequate  price,  the existence of the Plan
also discourages  takeover  attempts.  These provisions  should be considered in
light of our staggered board of directors  which may also have an  anti-takeover
effect.

THE MARKET PRICE OF OUR COMMON STOCK IS SUBJECT TO VOLATILITY

         There is a history  of  volatility  in the  market  price for shares of
companies in the healthcare  marketplace,  including shares of our common stock.
Factors such as  fluctuations in our quarterly  revenues and operating  results,
announcements of new innovations or services by us or our  competitors,  changes
in third party payment policies and government  regulations have in the past and
may in the future have an effect on the market price of our common stock.

ADDITIONAL  AUTHORIZED  SHARES OF COMMON STOCK AND PREFERRED STOCK AVAILABLE FOR
ISSUANCE MAY ADVERSELY AFFECT THE MARKET FOR OUR COMMON STOCK

         We are  authorized  to issue  35,000,000  shares  of  common  stock and
1,666,667  shares of  preferred  stock.  As of September  30,  2003,  there were
11,451,028 shares of common stock and 604,078 shares of Series A Preferred Stock
issued and  outstanding.  An additional 3,000 shares of preferred stock has been
designated  under our  Rights  Plan as Series A Junior  Participating  Preferred
Stock  but has not been  issued.  The total  number  of  shares  of  issued  and
outstanding  common stock does not include  shares of common stock  reserved for
issuance upon conversion of the outstanding  Series A Preferred Stock on a share
for share  basis;  upon  exercise of  outstanding  options and upon  exercise of
options  which may be granted in the future under our

                                       10
2000 and our 2003  Employee  Incentive  Stock  Option  Plans.  We have  reserved
604,078  shares  of  our  common  stock  for  issuance  upon  conversion  of our
outstanding  Series A Preferred  Stock and 1,480,418  shares of our common stock
for issuance upon exercise of outstanding  stock  options.  A total of 1,600,000
shares of common stock were reserved for issuance upon exercise of options under
our 2000 and 2003 Employee Incentive Stock Option Plans.  Options to purchase an
aggregate 689,000 shares are outstanding under the 2000 Employee Incentive Stock
Option Plan and options  granted  under the 2000 Plan to purchase an  additional
45,000 shares have been exercised. No options have been issued to date under the
2003 Plan. An additional  257,668 shares are reserved for issuance upon exercise
of outstanding  options  granted  pursuant to the 1989  Employees'  Stock Option
Plan.  The 1989 Employees  Stock Option Plan  terminated in July 1999 so that no
further options can be granted under that Plan.  Another 48,000 shares of common
stock are reserved for issuance upon exercise of options  previously  granted to
our six directors.  In addition, an aggregate 115,750 shares of common stock are
reserved  for  issuance  upon  exercise of options  previously  granted (but not
pursuant to the above Stock Option Plans) to various  employees and an aggregate
370,000  shares of common  stock are  reserved  for  issuance  upon  exercise of
options   previously  granted  (but  not  pursuant  to  the  Plans)  to  various
consultants including four members of our Scientific Advisory Board.

         Conversion of the outstanding  convertible preferred stock and exercise
of the options  (collectively  the  "convertible  securities"),  will reduce the
percentage of common stock held by our public  stockholders.  Further, the terms
on which we could obtain  additional  capital during the life of the convertible
securities may be adversely affected, and it should be expected that the holders
of the convertible  securities  would convert or exercise them at a time when we
would be able to obtain  equity  capital on terms more  favorable to the Company
than  those  provided  for by such  convertible  securities.  As a  result,  any
issuance of additional shares of common stock may cause our current shareholders
to suffer  significant  dilution  which may adversely  affect the market for our
common stock.

         In addition to the above-referenced shares of common stock which may be
issued without shareholder  approval, we have 1,059,589 shares of authorized but
undesignated and unreserved  preferred stock, the terms of which may be fixed by
our  board of  directors.  We  presently  have no  present  plans  to issue  any
additional  shares of preferred stock.  However,  our board of directors has the
authority,  without shareholder approval, to create and issue one or more series
of such preferred  stock and to determine the voting,  dividend and other rights
of holders of such preferred stock. The issuance of any such series of preferred
stock could have an adverse effect on the holders of our common stock.

SHARES  ELIGIBLE  FOR FUTURE SALE MAY  ADVERSELY  AFFECT THE MARKET PRICE OF OUR
COMMON STOCK

         Of  the  11,451,028   shares  of  common  stock  held  by  our  present
stockholders (as of September 30, 2003),  approximately  3,130,000 shares may be
available  for public sale by means of ordinary  brokerage  transactions  in the
open market pursuant to Rule 144,  promulgated under the Securities Act, subject
to certain limitations.  In general,  under Rule 144, a person (or persons whose
shares are  aggregated)  who has satisfied a one-year  holding period may, under
certain  circumstances,  sell within any  three-month  period a number of shares
which does not exceed the greater of one percent of the then outstanding  shares
of common stock or the average weekly

                                       11
trading  volume of the common stock during the four calendar weeks prior to such
sale.  Rule  144  also  permits,  under  certain  circumstances,   the  sale  of
securities,  without  limitation,  by a  person  who  is  not  an  affiliate  of
Bio-Reference  and who has satisfied a two-year holding period.  Any substantial
sales of common stock  pursuant to Rule 144 could have an adverse  effect on the
market price of our common stock.

LIABILITY OF OUR DIRECTORS AND OFFICERS IS LIMITED

         Our Certificate of Incorporation  and our By-laws provide that we shall
indemnify  our  directors  and our  officers to the extent  permitted by the New
Jersey  Business  Corporation  Act. As a result,  stockholders  may have limited
rights to recover against our directors and our officers for breach of fiduciary
duty.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the  foregoing  provisions,  or  otherwise,  we have 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.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by us of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action,  suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities being registered,  we will, unless in the opinion of our counsel, the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by us is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

WE HAVE NO HISTORY OF PAYING DIVIDENDS ON OUR COMMON STOCK

         We have not paid any  dividends  with respect to our common stock since
our inception and do not  contemplate or anticipate  paying any dividends in the
foreseeable future.  Furthermore,  our loan agreement with PNC Bank prohibits us
from paying dividends or making any distributions  with respect to any shares of
our stock without the prior written consent of the Bank.

                                 USE OF PROCEEDS

         The shares which may be sold under this prospectus will be sold for the
respective accounts of each of the selling  shareholders.  Accordingly,  we will
not  realize  any  proceeds  from the sale of the  shares,  except  that we will
receive proceeds to the extent that currently outstanding options are exercised.
If exercised, such funds will be available to us for working capital and general
corporate purposes.  No assurance can be given, however, as to when or if any or
all of the options will be exercised.  All expenses of the  registration  of the
shares  will  be  paid  for by us.  See  "Selling  Shareholders"  and  "Plan  of
Distribution."

                                       12
SELLING SHAREHOLDERS

         The following table sets forth the name and relationship to the Company
of each selling shareholder and the number of shares of common stock which such
selling shareholder (1) owned beneficially as of October 31, 2003; (2) may
acquire pursuant to previously granted options pursuant to the Plan; (3) may
offer pursuant to this prospectus and (4) will own after the offering (assuming
sale of the shares which may be offered hereby)
SHARES OF             PERCENTAGE OF
                                                                       COMMON STOCK          OUTSTANDING COMMON
                                                                       OWNED AFTER           STOCK BENEFICIALLY
                             COMMON STOCK        MAXIMUM NUMBER OF     OFFERING ASSUMING     OWNED AFTER OFFERING
                             BENEFICIALLY        SHARES                SALE OF MAXIMUM       ASSUMING SALE OF
                             OWNED AT            OF COMMON STOCK       NUMBER OF SHARES      MAXIMUM NUMBER OF
SELLING SHAREHOLDER          OCTOBER 31,         WHICH CAN BE          WHICH CAN BE          SHARES WHICH CAN BE
                             2003                OFFERED HEREUNDER     OFFERED HEREUNDER     OFFERED HEREUNDER
---------------------------- ------------------- --------------------- --------------------- ------------------------
MARC D. GRODMAN M.D.          1,672,846 shs (1)     304,000 shs (7)      1,368,846 shs                 11.4 %
President, Chief Executive
Officer, Chairman of the
Board, Director

MORTON L. TOPFER              1,413,200 shs (2)      12,000 shs          1,401,200 shs                 12.2 %
Vice Chairman of the
Board, Director

HOWARD DUBINETT                 481,001 shs (3)     217,334 shs            263,667 shs                  2.3 %
Executive Vice President,
Chief Operating Officer,
Director

SAM SINGER                      366,667 shs (4)     170,667 shs (8)        196,000 shs                  1.7 %
Vice President, Chief
Financial and Accounting
Officer, Director

GARY LEDERMAN                    37,200 shs (5)      12,000 shs             25,200 shs          Less than 1 %
Director

JOHN ROGLIERI M.D.               52,000 shs (6)      12,000 shs             40,000 shs          Less than 1 %
Director
______________
       (1)  Includes 895,101 shares owned directly, 549,678 shares issuable upon
            conversion  of Series A Preferred  Stock and 4,000  shares  issuable
            upon  exercise  of  options.  Also  includes  121,667  shares  owned
            directly and 54,400  shares  issuable  upon  conversion  of Series A
            Preferred Stock owned by Dr. Grodman's wife, Pam Grodman, and 48,000
            shares  owned  by  their  minor  children.   Dr.  Grodman  disclaims
            beneficial ownership of these 224,067 shares.

       (2)  Includes an  aggregate  1,401,200  shares owned  individually  or by
            CastleTop  Capital  Management  LP of which  Morton L. Topfer is the
            Managing  Director;  and 12,000  shares  issuable  upon  exercise of
            options.

       (3)  Includes 263,667 shares owned directly,  and 217,334 shares issuable
            upon exercise of options.

                                       13
(4)  Includes  356,667 shares owned directly,  4,000 shares issuable upon
            exercise of options and 6,000 shares owned  directly by children who
            share  Mr.  Singer's  household.  Mr.  Singer  disclaims  beneficial
            ownership of these 6,000 shares.

       (5)  Includes  25,200 shares owned  directly and 12,000  shares  issuable
            upon exercise of options.

       (6)  Includes  40,000 shares owned  directly and 12,000  shares  issuable
            upon exercise of options.

       (7)  Includes 300,000 shares purchased upon exercise of options.

       (8)  Includes 166,667 shares purchased upon exercise of options.

         There are an  aggregate  866,000  additional  shares  of  common  stock
reserved  for  issuance  upon  exercise  of options  which may be granted in the
future under the 2000 Employee Incentive Stock Option Plan and the 2003 Employee
Incentive Stock Option Plan. Although options may be granted under the two Plans
to key employees of the Company  including  the three  executive  officers,  Dr.
Grodman and Messrs.  Dubinett  and Singer,  there are no current  plans to grant
options  to any of such  individuals.  The  foregoing  table does not assume the
grant of additional options to any of the individuals listed therein.

                              PLAN OF DISTRIBUTION

         The securities covered by this prospectus may be sold from time to time
by the selling shareholders,  or by pledgees,  transferees or other successor in
interest,  on the NASDAQ National Market System (or such other exchange on which
the securities are listed at the time of sale), in the  over-the-counter  market
or otherwise, at prices and at terms then prevailing or at prices related to the
then  current  market  price,  or  in  privately  negotiated  transactions.  The
securities may be sold by various methods,  including, but not limited to one or
more of the following; (a) directly in a privately negotiated transaction; (b) a
block  trade in which the broker or dealer so engaged  will  attempt to sell the
securities  as agent  but may  position  and  resell a  portion  of the block as
principal to facilitate the transaction;  (c) purchased by a broker or dealer as
principal  and resale by such broker or dealer for its own  account  pursuant to
this  prospectus;  (d) an exchange  transaction in accordance  with the rules of
such exchange;  and (e) ordinary broker's transactions and transactions in which
the broker solicits  purchasers.  In effecting sales, brokers or dealers engaged
by the  selling  shareholders  may  arrange  for other  brokers  or  dealers  to
participate. Alternatively, the selling shareholders may from time to time offer
the  securities  through  underwriters,   dealers  or  agents  who  may  receive
compensation in the form of underwriting  discounts,  concessions or commissions
from the selling  shareholders and/or the purchasers of securities for whom they
may act as agents.  In addition,  any of the  securities  which qualify for sale
pursuant  to Rule 144 under the  Securities  Act,  or  otherwise  pursuant to an
applicable  exemption  under the Securities Act, may be sold other than pursuant
to this prospectus.

         The selling  shareholders and any such underwriters,  dealers or agents
that  participate  in  the  distribution  of  securities  may  be  deemed  to be
underwriters,  and any  profit  on the  sale of the  securities  by them and any
discounts,  commissions  or  concessions  received  by them may be  deemed to be
underwriting  discounts and commissions under the Securities Act. The securities
may be sold from time to time in one or more  transactions  at a fixed  offering
price, which may be changed, or at varying prices determined at the time of sale
or at  negotiated  prices.  Such  prices  will  be  determined  by  the  selling
shareholders  or  by  an  agreement   between  the  selling   shareholders   and
underwriters  or dealers.  Brokers or dealers acting in connection with the sale
of  the  securities   contemplated  by  this  prospectus  may  receive  fees  or
commissions in connection therewith.

                                       14
At the time a particular  offer of  securities  is made,  to the extent
required,  a  supplement  to this  prospectus  will be  distributed  which  will
identify and set forth the aggregate  amount of securities being offered and the
terms of the offering, including the name or names of any underwriters,  dealers
or agents,  the purchase price paid by any underwriter for securities  purchased
from the selling  shareholders,  and any  discounts,  commissions or concessions
allowed or re-allowed or paid to dealers,  including the proposed  selling price
to the  public.  Such  supplement  to  this  prospectus  and,  if  necessary,  a
post-effective  amendment to the registration statement of which this prospectus
is a part,  will be filed with the  Commission  to  reflect  the  disclosure  of
additional  information  with  respect to the  distribution  of the  securities.
Bio-Reference  will pay all of the  expenses  incident to the  registration  and
certain other expenses  related to this offering with respect to the securities,
other than underwriting  commissions and discounts,  normal commission  expenses
and brokerage  fees,  applicable  transfer taxes and attorney's  fees of selling
shareholders' counsel.

         Upon Bio-Reference being notified by any selling  shareholders that any
material  arrangement has been entered into with a broker-dealer for the sale of
securities  through a cross or block trade,  a supplemental  prospectus  will be
filed under Rule 424(c) under the Securities Act,  setting forth the name of the
participating broker-dealer(s), and where applicable, that such broker-dealer(s)
did not  conduct any  investigation  to verify the  information  set out in this
prospectus.

         Any  securities  covered  by this  prospectus  which  qualify  for sale
pursuant to Rule 144 under the Securities Act may be sold under that Rule rather
than pursuant to this prospectus.

         Under  applicable  rules and regulations  under the Securities Act, any
person  engaged  in a  distribution  of the  securities  may not  enter  bids to
purchase, purchase or engage in similar trading or market making activities with
respect to the securities for a period  commencing one business day prior to the
commencement  of such  distribution  and  ending  with  the  completion  of such
distribution.  In  addition,  and without  limiting the  foregoing,  the selling
shareholders and any person  participating in the distribution of the securities
will be subject to  applicable  provisions of the Exchange Act and the rules and
regulations  thereunder,   including  without  limitation  Regulation  M,  which
provisions  may limit the timing of purchases and sales of the securities by the
selling  shareholders.  All of the foregoing may affect the marketability of the
securities.

         In order to comply with certain states' securities laws, if applicable,
the securities  will be sold in such  jurisdictions  only through  registered or
licensed  brokers or dealers.  In certain  states the securities may not be sold
unless the securities  have been registered or qualified for sale in such state,
or unless an exemption from  registration or  qualification  is available and is
obtained.

         There can be no assurance that the selling  shareholders  will sell any
or all of the securities offered by them hereby.

                                  LEGAL MATTERS

         The  validity  of the  issuance of the shares of common  stock  offered
hereby will be passed

                                       15
upon for the Company by Tolins &  Lowenfels,  A  Professional  Corporation,  747
Third Avenue, New York, NY 10017.  Members of the firm of Tolins & Lowenfels are
the owners of an aggregate 6,668 shares of the Company's common stock.

                                     EXPERTS

         The financial statements of the Company incorporated in this prospectus
by reference  to the  Company's  Annual  Report on Form 10-K for the fiscal year
ended October 31, 2002 have been so  incorporated in reliance upon the report of
Moore Stephens,  P.C., independent certified public accountants,  given on their
authority as experts in accounting and auditing.

                                       16
--------------------------------------   ---------------------------------------
--------------------------------------   ---------------------------------------

NO PERSON HAS BEEN  AUTHORIZED TO GIVE
ANY   INFORMATION   OR  TO  MAKE   ANY
REPRESENTATIONS,   OTHER   THAN  THOSE
CONTAINED  IN  THIS   PROSPECTUS,   IN
CONNECTION   WITH  THE  OFFERING  MADE               728,001 SHARES
HEREBY,  AND,  IF GIVEN OR MADE,  SUCH
INFORMATION OR REPRESENTATION MUST NOT                BIO-REFERENCE
BE   RELIED   UPON  AS   HAVING   BEEN             LABORATORIES, INC.
AUTHORIZED BY THE COMPANY OR ANY OTHER
PERSON.  NEITHER THE  DELIVERY OF THIS                COMMON STOCK
PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY  CIRCUMSTANCES  CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE  AFFAIRS OF THE  COMPANY
SINCE THE DATE HEREOF. THIS PROSPECTUS
DOES NOT  CONSTITUTE  AN OFFER TO SELL
OR A  SOLICITATION  OF AN OFFER TO BUY
ANY   SECURITIES   OFFERED  HEREBY  BY
ANYONE  IN ANY  JURISDICTION  IN WHICH
SUCH  OFFER  OR  SOLICITATION  IS  NOT
AUTHORIZED  OR  IN  WHICH  THE  PERSON
MAKING SUCH OFFER OR  SOLICITATION  IS
NOT  QUALIFIED  TO DO  SO  OR  TO  ANY
PERSON TO WHOM IT IS  UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION.

            ---------------
           TABLE OF CONTENTS                           ----------
            ---------------                       P R O S P E C T U S
                                                       ----------

Available Information................2
Documents Incorporated by Reference..2
Prospectus Summary...................3
The Company..........................5
Risk Factors.........................6
Use of Proceeds.....................12
Selling Shareholders................13
Plan of Distribution................14
Legal Matters.......................15             DECEMBER , 2003
Experts.............................16

--------------------------------------   ---------------------------------------
--------------------------------------   ---------------------------------------
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3 (FORM S-8) DOCUMENTS INCORPORATED BY REFERENCE

         The  following  documents  filed with the  Commission  pursuant  to the
Exchange Act are incorporated herein by reference:

         The  description  of the  Registrant's  common  stock  contained in its
Registration  Statement  filed with the Commission  pursuant to Section 12(g) of
the Exchange Act (File No. 0-15266)  declared  effective on February 13, 1987 as
supplemented  by the description of the  Registrant's  common stock contained in
its  Registration  Statement  on Form SB-2  (File No.  33-68678)  filed with the
Commission pursuant to the Securities Act and declared effective on November 23,
1993.

         1.       Annual  Report on Form 10-K for the fiscal year ended  October
                  31, 2002.

         2.       The  definitive   Proxy   Statement  in  connection  with  the
                  Registrant's  annual meeting of stockholders  held on July 31,
                  2003.

         3.       Quarterly Reports on Form 10-Q for the quarterly periods ended
                  January 31, 2003, April 30, 2003 and July 31, 2003.

         All documents  subsequently filed by the Registrant pursuant to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act prior to the termination of this
offering shall be deemed to be  incorporated  by reference in this  Registration
Statement and the prospectus and to be a part of this Registration Statement and
the prospectus from the date of filing thereof.

         Any statement contained in a document  incorporated by reference herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement and the prospectus to the extent that a statement  contained herein or
therein or in any other  subsequently  filed document which also is or is deemed
to be  incorporated by reference  herein or therein  modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or  superseded,  to constitute  part of this  Registration
Statement and the prospectus.

ITEM 4 (FORM S-8): DESCRIPTION OF SECURITIES

         The description of the Registrant's  common stock contained in its Form
8-A registration  statement filed with the Commission  pursuant to Section 12(g)
of the Exchange Act (File No. 0-15266)  declared  effective on February 13, 1987
as supplemented by the description of the Registrant's common stock contained in
its  Registration  Statement  on Form SB-2  (File No.  33-68678)  filed with the
Commission pursuant to the Securities Act and declared effective on November 23,
1993 is hereby incorporated by reference.

                                      II-1
ITEM 5 (FORM S-8): INTERESTS OF NAMED EXPERTS AND COUNSEL

         The  financial  statements  of  the  Registrant  incorporated  in  this
prospectus by reference to the  Registrant's  Annual Report on Form 10-K for the
fiscal year ended  October 31, 2002 have been so  incorporated  in reliance upon
the report of Moore Stephens,  P.C.  independent  certified public  accountants,
given on their authority as experts in accounting and auditing.

         The  validity  of the  issuance of the shares of common  stock  offered
hereby will be passed upon for the Company by Tolins & Lowenfels, A Professional
Corporation, 747 Third Avenue, New York, NY 10017. Members of the firm of Tolins
& Lowenfels  are the owners of an  aggregate  6,668  shares of the  Registrant's
common stock.

ITEM 14 (FORM S-3): OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

         Securities and Exchange Commission registration fee      $  2,877.13
         Blue Sky fees and expenses                                  7,500.00(a)
         Printing expenses                                           5,000.00(a)
         Legal fees and expenses                                    25,000.00(a)
         Accounting fees and expenses                                2,500.00(a)
         Miscellaneous                                               2,122.87(a)
                                                               -----------------

                                          Total                   $ 45,000.00

         ___________________
         (a) Estimated

ITEM 6 (FORM  S-8) AND ITEM 15 (FORM  S-3):  INDEMNIFICATION  OF  DIRECTORS  AND
OFFICERS

         Section l4A:3-5(2) of the Business  Corporation Act of the State of New
Jersey (the "Business Corporation Act") provides, in general, that a corporation
shall have the power to  indemnify a corporate  agent  against his  expenses and
liabilities in connection  with any proceeding  involving the corporate agent by
reason  of his  being or  having  been  such a  corporate  agent,  other  than a
proceeding by or in the right of the  corporation,  if (a) such corporate  agent
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best  interests of the  corporation;  and (b) with respect to any
criminal proceeding, such corporate agent had no reasonable cause to believe his
conduct was unlawful.  The  termination  of any  proceeding by judgment,  order,
settlement,  conviction  or upon a plea of nolo  contendere  or its  equivalent,
shall not in itself create a presumption  that such corporate agent did meet the
applicable standards of conduct set forth in paragraphs (a) and (b) above.

         Section  l4A:3-5(3)  of  the  Business  Corporation  Act  provides,  in
general,  that a  corporation  shall have power to  indemnify a corporate  agent
against his expenses in connection with any proceeding by or in the right of the
corporation  to procure a judgment in its favor  which  involves  the  corporate
agent by reason for his being or having been such corporate  agent,  if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the  best  interests  of  the  corporation.  However,  in  such  proceeding,  no
indemnification shall be provided

                                      II-2
in respect of any claim,  issue or matter as to which such corporate agent shall
have  been  adjudged  to be liable to the  corporation,  unless  and only to the
extent that the Superior Court or the court in which such proceeding was brought
shall determine upon application that despite the adjudication of liability, but
in view of all  circumstances  of the case,  such corporate  agent is fairly and
reasonably entitled to indemnity for such expenses as the Superior Court or such
other court shall deem proper.

         Section  14A:3-5(4)  of  the  Business  Corporation  Act  provides,  in
general,  that a corporation  shall indemnify a corporate agent against expenses
to the extent that such  corporate  agent has been  successful  on the merits or
otherwise in any proceeding referred to in subsections 14A:3-5(2) and l4A:3-5(3)
or in defense of any claim, issue or matter therein.

         Section  14A:3-5(9)  of  the  Business  Corporation  Act  provides,  in
general,  that a corporation shall have power to purchase and maintain insurance
on behalf of any corporate agent against any expenses incurred in any proceeding
and any liabilities asserted against him by reason of his being or having been a
corporate  agent,  whether  or not the  corporation  would  have  the  power  to
indemnify him against such expenses and liabilities under the provisions of this
section.

         The Registrant's  Certificate of Incorporation  and its By-laws provide
that it shall  indemnify its directors and its officers to the extent  permitted
by the New Jersey Business  Corporation Act. As a result,  stockholders may have
limited rights to recover  against the  Registrant's  directors and officers for
breach of fiduciary duty.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to the  Registrant's  directors,  officers and  controlling
persons 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.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a director,  officer or controlling  person in the successful defense of
any  action,  suit or  proceeding)  is  asserted  by such  director,  officer or
controlling  person in connection  with the  securities  being  registered,  the
Registrant will,  unless in the opinion of counsel,  the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question whether such  indemnification  is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such issue.

ITEM 7 (FORM S-8): EXEMPTION FROM REGISTRATION CLAIMED

         All shares of common stock registered  hereunder for reoffer or resale,
have been or will be issued  upon  exercise of options  granted  pursuant to the
Registrant's  1989  Employee  Stock Option Plan,  its 2000 and its 2003 Employee
Incentive Stock Option Plans and its Non-Plan Executive, Consultant and Director
Options.  The options are  non-transferable  and the underlying  shares were and
will be issued in transactions not involving a public offering. Upon exercise of
an option,  the  optionee is required to execute an  investment  undertaking,  a
restrictive  legend is placed on the  certificate for the shares of common stock
purchased and transfer  stops are placed against such  certificate.  Such shares
may only be reoffered and sold pursuant to registration under the Securities Act
or pursuant to an  applicable  exemption  under the Act. As a result such offers
and sales are exempt from the  registration  requirements  of the Securities Act
pursuant to the  provisions  of Section  4(2) of the Act.

                                      II-3
ITEM 8 (FORM S-8) AND ITEM 16 (FORM S-3): EXHIBITS

                                       Incorporated by
Exhibit No.              Item                 Reference to
-----------  ----------------------------     ------------

3.1*            Amended and restated Certificate of Incorporation     (A)
                dated November 15, 1989

3.1.1*          Amendment to Certificate of Incorporation dated       (B)
                October 4, 1991 (authorizing one-for-ten reverse stock split)

3.1.2*          Amendment to Certificate of Incorporation dated       (C)
                August 23, 1993 (authorizing one-for-three reverse stock split)

3.1.3*          Amendment to Certificate of Incorporation dated March 23,  (E)
                1998 (creating Series A Senior Preferred Stock)

3.1.4*          Amendment to Certificate of Incorporation dated March 31,  (E)
                1998 (creating Series A Junior Participating Preferred Stock)

3.1.5           Amendment to Certificate of Incorporation dated September 22,
                2003 (increasing authorized shares of common stock to
                35,000,000 shares)

3.2*       By-laws                         (D)

4.1*       Form of Common Stock Certificate, $.01 par value     (C)

5.1             Opinion of Tolins & Lowenfels P.C.

10.5*      The Registrant's 1989 Employees' Stock Option Plan   (B)

10.5.1*    The Registrant's 2000 Employee Incentive Stock Option Plan  (F)

10.5.2          The Registrant's 2003 Employee Incentive Stock Option Plan

23.1       Consent of Moore Stephens, P.C. (included on page II-6)

23.2            Consent of Tolins & Lowenfels, P.C. (included in Exhibit 5.1)

______
    The exhibits designated above with an asterisk (*) have previously been
filed with the Commission and, pursuant to 17 C.F.R. ss.ss.201.24 and
240.12b-32, are incorporated by reference to the documents as indicated below.

    (A)    Incorporated  by  reference  to exhibit  filed with the  Registrant's
           Registration Statement on Form S-1 (File No.33-31360).

    (B)    Incorporated by reference to exhibit filed with  Registrant's  annual
           report on Form 10KSB for the year ended October 31, 1992.

    (C)    Incorporated  by  reference  to exhibit  filed with the  Registrant's
           Registration Statement of Form SB-2 (File No. 33-69678).

    (D)    Incorporated  by  reference  to exhibit  filed with the  Registrant's
           Registration Statement on Form S-18 (File No. 33-5048-NY).

    (E)    Incorporated  by  reference  to exhibit  filed with the  Registrant's
           annual report on Form 10-K for the year ended October 31, 1999.

    (F)    Incorporated  by  reference  to exhibit  filed with the  Registrant's
           annual report on Form 10-K for the year ended October 31, 2000.

                                      II-4
ITEM 9 (FORM S-8) AND ITEM 17 (FORM S-3): UNDERTAKINGS

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 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 of 1933 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  Securities and Exchange
Commission,  such  indemnification  is against public policy as expressed in the
Act  and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-5
CONSENT OF INDEPENDENT AUDITORS

         We consent  to the  incorporation  by  reference  in this  Registration
Statement of Bio-Reference Laboratories,  Inc (the "Registrant") on Form S-8 and
Form S-3 of our report dated December 6, 2002 on the financial statements of the
Registrant  as at October 31, 2002. We also consent to the reference to our firm
under the caption "Experts" included in the Registration Statement.

                                           Moore Stephens, PC

         Cranford, New Jersey
         December 22, 2003

                                      II-6
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for  filing  on Form  S-8/S-3  and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Elmwood Park, New Jersey on December 22, 2003.

                         BIO-REFERENCE LABORATORIES, INC.

                         By     S/ Marc D. Grodman
                           ----------------------------------------
                             Marc D. Grodman, M.D.S
                             President, Principal Executive Officer

                         By     S/ Sam Singer
                           ----------------------------------------
                             Sam Singer
                             Vice President, Principal Financial
                                and Accounting Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement on Form S-8/S-3 has been signed by the following persons
in the capacities and on the dates indicated.

Name                         Title                       Signature
-----------                  -----------                 -----------------

Marc D. Grodman, M.D.        Chairman of the Board,      S/ Marc D. Grodman
Dated: December 22, 2003     President and Director      -----------------------

Howard Dubinett              Executive Vice President    S/ Howard Dubinett
Dated: December 22, 2003       Director                  -----------------------

Sam Singer                   Vice President              S/ Sam Singer
Dated: December 22, 2003       Director                  -----------------------

Gary Lederman                Director                    S/ Gary Lederman
Dated: December 22, 2003                                 -----------------------

John Roglieri, M.D.          Director                    S/ John Roglieri
Dated: December 22, 2003                                 -----------------------

Morton Topfer                Vice Chairman of            S/ Morton Topfer
Dated: December 22, 2003     the Board, Director         -----------------------

                                      II-7
Exhibit Index

3.1.5           Amendment to Certificate of Incorporation dated September 22,
                2003 (increasing authorized shares of common stock to
                35,000,000 shares)

5.1             Opinion of Tolins & Lowenfels P.C.

10.5.2          The Registrant's 2003 Employee Incentive Stock Option Plan