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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)

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

         For the quarterly period ended           MARCH 31, 2005
                                                  ---------------

                                       OR

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

         For the transition period from ______________ to ______________

                         Commission file number 01-21617

                             THE QUIGLEY CORPORATION
                             -----------------------
             (Exact Name of Registrant as Specified in Its Charter)

           Nevada                                        23-2577138
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

              (MAILING ADDRESS: PO Box 1349, Doylestown, PA 18901.)

KELLS BUILDING, 621 SHADY RETREAT ROAD, DOYLESTOWN, PENNSYLVANIA         18901
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)

                                 (215) 345-0919
                        -------------------------------
                        (Registrant's Telephone Number,
                              Including Area Code)

                                       N/A

- ----------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of May 2, 2005,  there were  11,660,078  shares of common  stock,  $.0005 par
value per share, outstanding.


                                TABLE OF CONTENTS

                                                                        Page No.
     PART I - FINANCIAL INFORMATION

Item 1.     Condensed Consolidated Financial Statements                     3-13

Item 2.     Management's  Discussion  and  Analysis of Financial
            Condition and Results of Operations                            14-20

Item 3.     Quantitative and Qualitative Disclosures About Market Risk        20

Item 4.     Controls and Procedures                                           20

     PART II - OTHER INFORMATION

Item 1.     Legal Proceedings                                              20-21

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds       21

Item 3.     Defaults Upon Senior Securities                                   21

Item 4.     Submission of Matters to a Vote of Security Holders               21

Item 5.     Other Information                                                 21

Item 6.     Exhibits                                                          21

Signatures                                                                    22

                                      -2-

                          PART I. FINANCIAL INFORMATION

ITEM 1.     CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                             THE QUIGLEY CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                            ASSETS                       March 31, 2005  December 31, 2004
                                                                           (Unaudited)
                                                                          ------------    ------------
CURRENT ASSETS:

          Cash and cash equivalents                                       $ 16,480,576    $ 14,366,441
          Accounts receivable (net of doubtful accounts                      3,270,361       6,375,979
             of $372,342 and$311,764)
          Inventory                                                          3,417,403       3,454,682
          Prepaid expenses and other current assets                          1,018,027         764,359
                                                                          ------------    ------------
              TOTAL CURRENT ASSETS                                          24,186,367      24,961,461
                                                                          ------------    ------------

PROPERTY, PLANT AND EQUIPMENT - NET                                          6,161,508       6,473,688
                                                                          ------------    ------------


OTHER ASSETS:
          Goodwill                                                              30,763          30,763
          Other assets                                                         109,226          63,844
                                                                          ------------    ------------
               TOTAL OTHER ASSETS                                              139,989          94,607
                                                                          ------------    ------------

TOTAL ASSETS                                                              $ 30,487,864    $ 31,529,756
                                                                          ============    ============

             LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

          Current portion of long-term debt                               $    428,571    $    428,571
          Accounts payable                                                     970,571         978,401
          Accrued royalties and sales commissions                            1,795,366       1,796,081
          Accrued advertising                                                  312,613       1,919,011
          Other current liabilities                                          2,776,569       1,986,487
                                                                          ------------    ------------
               TOTAL CURRENT LIABILITIES                                     6,283,690       7,108,551
                                                                          ------------    ------------

LONG-TERM DEBT                                                               2,357,143       2,464,286

MINORITY INTEREST                                                               59,312          54,980

COMMITMENTS AND CONTINGENCIES  (NOTE 7)

STOCKHOLDERS' EQUITY:

          Common stock, $.0005 par value; authorized 50,000,000;
                Issued: 16,306,131 and 16,285,796  shares                        8,153           8,143
          Additional paid-in-capital                                        35,244,081      35,203,816
          Retained earnings                                                 11,723,644      11,878,139
          Less: Treasury stock, 4,646,053 and 4,646,053 shares, at cost
                                                                           (25,188,159)    (25,188,159)
                                                                          ------------    ------------
               TOTAL STOCKHOLDERS' EQUITY                                   21,787,719      21,901,939
                                                                          ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $ 30,487,864    $ 31,529,756
                                                                          ============    ============

           See accompanying notes to consolidated financial statements

                                      -3-

                             THE QUIGLEY CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                       Three Months Ended
                                                  March 31, 2005  March 31, 2004
                                                   ------------    ------------

NET SALES                                          $ 11,753,270    $  9,605,617
                                                   ------------    ------------

COST OF SALES                                         6,050,298       5,085,374
                                                   ------------    ------------

GROSS PROFIT                                          5,702,972       4,520,243
                                                   ------------    ------------

OPERATING EXPENSES:
      Sales and marketing                             1,834,831       1,623,066
      Administration                                  2,994,769       2,750,499
      Research and development                        1,068,303         947,002
                                                   ------------    ------------
TOTAL OPERATING EXPENSES                              5,897,903       5,320,567
                                                   ------------    ------------

LOSS FROM OPERATIONS                                   (194,931)       (800,324)
                                                   ------------    ------------

OTHER INCOME (EXPENSE)
      Interest and other income                          69,489          18,693
      Interest expense                                  (29,053)           --
                                                   ------------    ------------

TOTAL OTHER INCOME (EXPENSE)                             40,436          18,693
                                                   ------------    ------------

LOSS FROM OPERATIONS BEFORE TAXES                      (154,495)       (781,631)
                                                   ------------    ------------

INCOME TAXES (BENEFIT)                                     --              --

                                                   ------------    ------------
NET LOSS                                           ($   154,495)   ($   781,631)
                                                   ============    ============


NET LOSS PER COMMON SHARE:

                                                   ------------    ------------
      Basic                                        ($      0.01)   ($      0.07)
                                                   ============    ============

                                                   ------------    ------------
      Diluted                                      ($      0.01)   ($      0.07)
                                                   ============    ============


WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

      Basic                                          11,654,796      11,510,687
                                                   ============    ============

      Diluted                                        11,654,796      11,510,687
                                                   ============    ============

           See accompanying notes to consolidated financial statements

                                      -4-

                             THE QUIGLEY CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                              Three Months Ended
                                                                        March 31, 2005  March 31, 2004
                                                                         ------------    ------------

NET CASH PROVIDED BY OPERATING ACTIVITIES                                $  2,214,737    $  4,218,445
                                                                         ------------    ------------

INVESTING ACTIVITIES:
  Capital expenditures                                                        (33,734)        (37,943)
                                                                         ------------    ------------


NET CASH FLOWS USED IN INVESTING ACTIVITIES                                   (33,734)        (37,943)
                                                                         ------------    ------------

FINANCING ACTIVITIES:
  Proceeds from exercise of options and warrants                               40,275          14,011
  Principal payments on long-term debt                                       (107,143)           --
                                                                         ------------    ------------

NET CASH FLOWS PROVIDED BY (USED IN) FINANCING
  ACTIVITIES                                                                  (66,868)         14,011
                                                                         ------------    ------------


NET INCREASE IN CASH                                                        2,114,135       4,194,513
                                                                         ------------    ------------


CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD                               14,366,441      11,392,089
                                                                         ------------    ------------

CASH & CASH EQUIVALENTS, END OF PERIOD                                   $ 16,480,576    $ 15,586,602
                                                                         ============    ============

           See accompanying notes to consolidated financial statements

                                      -5-

                             THE QUIGLEY CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - ORGANIZATION AND BUSINESS

The Quigley  Corporation (the "Company"),  organized under the laws of the state
of Nevada,  is engaged  in the  development,  manufacturing,  and  marketing  of
homeopathic and health products that are being offered to the general public and
the research and development of potential  prescription products. The Company is
organized  into four  business  segments:  Cold  Remedy,  Health  and  Wellness,
Contract  Manufacturing  and  Ethical  Pharmaceutical.  For the  fiscal  periods
presented,  the majority of the Company's  revenues have come from the Company's
Cold Remedy and Health and Wellness business segments.

The Company's  principal  cold-remedy  product,  Cold-Eeze(R),  a zinc gluconate
glycine formulation  (ZIGG(TM)) is AN over-the-counter  consumer product used to
reduce the duration  and  severity of the common  cold.  The lozenge form of the
product is manufactured by Quigley  Manufacturing  Inc. ("QMI"),  a wholly owned
subsidiary of the Company, which was formed following the acquisition of certain
assets and  assumption  of  certain  liabilities  of JoEl,  Inc.,  the  contract
manufacturer of the lozenge product prior to October 1, 2004.

Darius International Inc. ("Darius"),  a wholly owned subsidiary of the Company,
is a direct selling  organization  constituting  the Health and Wellness segment
that was formed in January  2000 to introduce  new  products to the  marketplace
through a network of independent distributors.

In January 2001, the Company formed an Ethical  Pharmaceutical  segment which is
now Quigley Pharma Inc.  ("Pharma"),  a wholly-owned  subsidiary of the Company,
which may enable the Company to diversify into the prescription drug market.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Consolidated  Financial  Statements  include the accounts of the Company and
its wholly owned subsidiaries.  All inter-company transactions and balances have
been  eliminated.  Effective  March 31, 2004, the financial  statements  include
consolidated  variable  interest  entities  ("VIEs") of which the Company is the
primary beneficiary (see discussion in Note 3, "Variable Interest Entity").

These financial  statements  have been prepared by management  without audit and
should be read in conjunction  with the  consolidated  financial  statements and
notes thereto  included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2004. In the opinion of management, all adjustments necessary
for a fair  presentation of the consolidated  financial  position,  consolidated
results of operations and consolidated  cash flows,  for the periods  indicated,
have been made.

USE OF ESTIMATES

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

CASH EQUIVALENTS

The Company considers all highly liquid  investments with an initial maturity of
three  months  or less at the  time of  purchase  to be cash  equivalents.  Cash
equivalents  include cash on hand and monies invested in money market funds. The
carrying  amount  approximates  the  fair  market  value  due to the  short-term
maturity of these investments.

INVENTORIES

Inventories  are stated at the lower of cost or  market.  The  Company  uses the
first-in,  first-out  ("FIFO") method of determining  cost for all  inventories.
Inventories  included raw material,  work in progress and  packaging  amounts of
approximately  $1,113,000  and $651,000 at March 31, 2005 and December 31, 2004,
respectively, with the remainder comprising finished goods.

                                      -6-

PROPERTY, PLANT AND EQUIPMENT

Property,  plant  and  equipment  are  recorded  at  cost.  The  Company  uses a
combination of straight-line and accelerated  methods in computing  depreciation
for financial reporting purposes. The annual provision for depreciation has been
computed in  accordance  with the  following  ranges of  estimated  asset lives:
building and improvements - twenty to thirty nine years; machinery and equipment
- - five to seven  years;  computer  software - three  years;  and  furniture  and
fixtures - seven years.

GOODWILL AND INTANGIBLE ASSETS

Goodwill is not amortized but reviewed for impairment on an annual basis or when
events and circumstances indicate the carrying amount may not be recoverable.

CONCENTRATION OF RISKS

Financial  instruments  that  potentially  subject  the  Company to  significant
concentrations of credit risk consist  principally of cash investments and trade
accounts receivable.

The  Company  maintains  cash and cash  equivalents  with four  major  financial
institutions.  Since the  Company  maintains  amounts  in  excess of  guarantees
provided by the Federal Depository Insurance  Corporation,  the Company performs
periodic  evaluations  of  the  relative  credit  standing  of  these  financial
institutions and limits the amount of credit exposure with any one institution.

Trade accounts  receivable  potentially  subject the Company to credit risk. The
Company  extends  credit  to its  customers  based  upon  an  evaluation  of the
customer's financial condition and credit history and generally does not require
collateral.   The  Company's  broad  range  of  customers  includes  many  large
wholesalers,  mass merchandisers and multi-outlet pharmacy chains, five of which
account for a significant  percentage of sales volume,  representing 22% and 18%
of sales volume for the respective  three month periods ended March 31, 2005 and
2004.  Customers  comprising  the  five  largest  accounts  receivable  balances
represented 60% and 48% of total trade receivable balances at March 31, 2005 and
December 31, 2004, respectively.  During the three month periods ended March 31,
2005 and 2004, 92% of the Company's net sales originated in the United States.

The Company's revenues are currently generated from the sale of the Cold-Eeze(R)
products which approximated 49% of total revenue in the three month period ended
March 31,  2005,  with the  remaining  revenues in such  period  coming from the
Health  and  Wellness  segment,   which   approximated  43%,  and  the  Contract
Manufacturing segment, which approximated 8%.

Raw materials used in the production of the products are available from numerous
sources.  Raw  Materials  for the  Cold-Eeze(R)  lozenge  product  is  currently
procured  from a single  vendor in order to secure  purchasing  economies.  In a
situation where this one vendor is not able to supply QMI with the  ingredients,
other sources have been  identified.  Should these product sources  terminate or
discontinue  for any reason,  the Company has  formulated a contingency  plan in
order to prevent such  discontinuance  from  materially  affecting the Company's
operations.  Any such termination may,  however,  result in a temporary delay in
production  until  the  replacement  facility  is  able to  meet  the  Company's
production requirements.

Darius'  products for resale are sourced from  several  suppliers.  In the event
that such sources were no longer in a position to supply  Darius with  products,
other vendors have been identified as reliable alternatives with minimal adverse
loss of business.

LONG-LIVED ASSETS

The Company  reviews its long-lived  assets for impairment on an exception basis
whenever events or changes in circumstances indicate that the carrying amount of
the assets may not be recoverable through future cash flows. If it is determined
that an impairment  loss has occurred  based on the expected cash flows compared
to the related asset value, an impairment loss is recognized in the Statement of
Operations.

REVENUE RECOGNITION

Sales are recognized at the time ownership is transferred to the customer, which
for the Cold Remedy segment is the time the shipment is received by the customer
and for both the Health and  Wellness  segment  and the  Contract  Manufacturing
segment,  when the  product  is  shipped  to the  customer.  Sales  returns  and
allowances  are provided for in the period that the related  sales are recorded.
Provisions for these reserves are based on historical  experience.  The 2005 and
2004 reserve balances include a returns provision at March 31, 2005 and December

                                      -7-

31, 2004 of approximately $542,000 and $626,000,  respectively,  in the event of
future product returns  following the  discontinuation  of the Cold-Eeze(R) Cold
Remedy Nasal Spray product in September 2004.

SHIPPING AND HANDLING

Product  sales  relating to Health and  Wellness  products  carry an  additional
identifiable shipping and handling charge to the purchaser,  which is classified
as revenue. For the Cold Remedy and Contract Manufacturing  segments, such costs
are  included  as part of the  invoiced  price.  In all cases  costs  related to
shipping and handling are recorded in cost of sales.

STOCK COMPENSATION

Stock options and warrants for purchase of the Company's  common stock have been
granted to both  employees and  non-employees  since the date the Company became
publicly traded. Options and warrants are exercisable during a period determined
by the Company, but in no event later than ten years from the date granted.

The Company  applies  Accounting  Principles  Board Opinion No. 25 ("APB 25") in
accounting  for its grants of options to employees.  Under the  intrinsic  value
method  prescribed  by APB 25, no  compensation  expense  relating  to grants to
employees has been recorded by the Company in the periods reported.

In  accordance  with  SFAS  148,  "Accounting  for  Stock-Based  Compensation  -
Transition and  Disclosure,"  the effect on net income and earnings per share if
the  Company  had applied  the fair value  recognition  provisions  of SFAS 123,
"Accounting for Stock-Based  Compensation," to stock-based employee compensation
would  result  in no  additional  expense  compared  to APB 25 for  the  periods
reported.

Expense  relating to options  granted to  non-employees  has been  appropriately
recorded in the periods  presented  based on either fair values agreed upon with
the grantees or fair values as  determined  by the  Black-Scholes  pricing model
dependent upon the circumstances relating to the specific grants.

No stock  options were granted to  employees  in the three month  periods  ended
March 31, 2005 and 2004.

ROYALTIES AND COMMISSIONS

The Company includes  royalties and founders'  commissions  incurred relating to
the  Cold  Remedy   segment  and   commissions   relating  to  the   independent
representatives  of the Health and Wellness segment as part of cost of sales. An
additional Health and Wellness segment cost, which is included in administration
expenses,  relates to the  Company's  agreement  with the  former  owners of the
Utah-based direct marketing and selling company,  whereby they receive payments,
currently totaling 5% of net sales collected,  for use of product  formulations,
consulting,  confidentiality and non-compete  agreements with such expense being
expensed  as  incurred.  Commissions  expense  related  to  independent  brokers
associated with the Cold Remedy and Contract  Manufacturing segments is included
in administration expenses.

ADVERTISING

Advertising  costs are  expensed  within the period in which they are  utilized.
Advertising  expense is  comprised  of media  advertising,  presented as part of
sales and marketing expense; co-operative advertising, which is accounted for as
a deduction  from sales;  and bonus  product,  which is accounted for as part of
cost of sales.  Advertising  costs  incurred for the three month  periods  ended
March 31, 2005 and 2004 were $1,694,832 and $1,209,572,  respectively.  Included
in prepaid  expenses and other  current  assets was $73,775 and $41,375 at March
31, 2005 and December 31, 2004,  respectively,  relating to prepaid  advertising
expenses.

RESEARCH AND DEVELOPMENT

Research and development costs are charged to operations in the period incurred.
Expenditures  for the three  month  periods  ended  March 31, 2005 and 2004 were
$1,068,303 and $947,002,  respectively.  Principally,  research and  development
costs are  related  to  Pharma's  study  activities  and costs  associated  with
Cold-Eeze(R) products.


                                      -8-

INCOME TAXES

The  Company  utilizes  an asset  and  liability  approach  which  requires  the
recognition  of  deferred  tax  assets  and   liabilities  for  the  future  tax
consequences  of events that have been  recognized  in the  Company's  financial
statements or tax returns.  In estimating future tax  consequences,  the Company
generally  considers all expected future events other than enactments of changes
in the tax law or rates. Until sufficient taxable income to offset the temporary
timing   differences   attributable   to  operations   and  the  tax  deductions
attributable to option,  warrant and stock  activities are assured,  a valuation
allowance equaling the total deferred tax asset is being provided.  See Note 9 -
Income Taxes for further discussion.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Cash  and  cash  equivalents,  accounts  receivable  and  accounts  payable  are
reflected  in the  consolidated  financial  statements  at carrying  value which
approximates fair value because of the short-term maturity of these instruments.
The fair value of long-term  debt was  approximately  equivalent to its carrying
value due to the fact that the interest rates currently available to the Company
for debt with similar terms are  approximately  equal to the interest  rates for
its existing debt.  Determination of the fair value of related party payables is
not practicable due to their related party nature.

RECENTLY ISSUED ACCOUNTING STANDARDS

In December  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement No. 123 (revised 2004),  Share-Based Payment (Statement 123(R)), which
replaces  Statement No. 123,  "Accounting  for  Stock-Based  Compensation,"  and
supersedes  APB  Opinion No. 25,  "Accounting  for Stock  Issued to  Employees."
Statement  123 (R) requires all companies to measure  compensation  cost for all
share-based  payments  (including  employee  stock  options)  at fair  value and
recognize  the  cost in the  financial  statements.  The pro  forma  disclosures
previously  permitted  under  Statement 123 will no longer be an  alternative to
financial  statement  recognition.  This statement applies to all awards granted
after the date of adoption  and to awards  modified,  repurchased,  or cancelled
after that date. The cumulative effect of initially  applying  Statement 123(R),
if any, will be recognized as of the date of adoption.

In April 2005, the SEC delayed the effective date of SFAS 123(R) to fiscal years
beginning after June 15, 2005. As a result SFAS 123(R) will be effective for the
Company  beginning in the first  quarter of 2006.  The Company has not completed
its  evaluation  of the  impact  that  adopting  SFAS  123(R)  will  have on its
financial statements.

NOTE 3 - VARIABLE INTEREST ENTITY

In  December  2003,  FASB issued FASB  Interpretation  No. 46 (revised  December
2003), CONSOLIDATION OF VARIABLE INTEREST ENTITIES (FIN 46R), to address certain
implementation issues. FIN 46R varies significantly from FASB Interpretation No.
46,  CONSOLIDATION  OF  VARIABLE  INTEREST  ENTITIES("VIE")  (FIN 46),  which it
supersedes.  FIN 46R  requires  the  application  of either FIN 46 or FIN 46R by
"Public  Entities" to all Special  Purpose  Entities  ("SPEs") at the end of the
first interim or annual reporting period ending after December 15, 2003. FIN 46R
is  applicable  to all  non-SPEs  created  prior to  February  1, 2003 by Public
Entities that are not small business  issuers at the end of the first interim or
annual reporting period ending after March 15, 2004.

Effective  March 31, 2004, the Company adopted FIN 46R for VIE's formed prior to
February 1, 2003.  The  Company has  determined  that  Scandasystems,  a related
party,  qualifies as a variable interest entity and the Company has consolidated
Scandasystems  beginning  with the quarter ended March 31, 2004. Due to the fact
that the Company has no long-term  contractual  commitments or  guarantees,  the
maximum exposure to loss is insignificant.  As a result of consolidating the VIE
of which the  Company is the  primary  beneficiary,  the  Company  recognized  a
minority  interest of  approximately  $59,312  and  $54,980 on the  Consolidated
Balance  Sheets at March 31, 2005 and  December 31,  2004,  respectively,  which
represented the difference between the assets and the liabilities  recorded upon
the consolidation of the VIE.

The liabilities recognized as a result of consolidating the VIE do not represent
additional claims on the Company's general assets. Rather, they represent claims
against  the  specific  assets  of  the  consolidated  VIE.  Conversely,  assets
recognized as a result of  consolidating  this VIE do not  represent  additional
assets  that could be used to  satisfy  claims  against  the  Company's  general
assets. Reflected on the Company's Consolidated Balance Sheets at March 31, 2005
and December 31, 2004 were  $57,401 and  $96,051,  respectively,  of VIE assets,
representing  all of the  assets of the VIE.  The VIE  assists  the  Company  in
acquiring licenses and performing research and development activities in certain
countries.

                                      -9-

NOTE 4 - PATENT RIGHTS AND RELATED ROYALTY COMMITMENTS

During 1996,  the Company  entered into a licensing  agreement  resulting in the
utilization of the zinc gluconate  patent. In return for the acquisition of this
license,  the Company  issued a total of 240,000  shares of common  stock to the
patent holder and attorneys during 1996 and 1997. The related  intangible asset,
approximating $490,000, was valued at the fair value of these shares at the date
of the grant.  This asset value was  amortized  over the  remaining  life of the
patent that expired in March 2002.  The Company was required to pay a 3% royalty
on sales collected, less certain deductions, to the patent holder throughout the
term of this agreement, which also expired in 2002.

The Company has maintained a separate  representation and distribution agreement
relating to the development of the zinc gluconate  glycine product  formulation.
In return for exclusive  distribution rights, the Company must pay the developer
a 3% royalty and a 2%  consulting  fee based on sales  collected,  less  certain
deductions,  throughout  the term of this  agreement,  which is due to expire in
2007.  However,  the Company and the developer are in litigation and as such, no
potential  offset  from such  litigation  for these  fees has been  recorded.  A
founder's commission totaling 5% on sales collected, less certain deductions, is
paid to two of the  officers,  who are also  directors and  stockholders  of the
Company, and whose agreements expire in 2005 (see Note 11).

In August 2003,  the Company  entered into a licensing  agreement  with a patent
holder  relating to the utilization of a nasal spray product in the treatment of
symptoms of the common cold.  The Company  agreed to pay the patent holder a two
percent royalty on net sales of nasal spray products,  less certain  deductions,
throughout the term of this agreement, expiring no later than April 2014. As the
nasal  spray  product  has now been  discontinued,  no further  obligations  are
expected to materialize in relation to this agreement.

The expenses for the respective periods relating to such agreements  amounted to
$535,102,  and  $333,346  for the three month  periods  ended March 31, 2005 and
2004,  respectively.  Amounts  accrued for these  expenses at March 31, 2005 and
December 31, 2004 were $1,148,117 and $1,129,654, respectively.

Amounts  included  in accrued  royalties  and sales  commissions  in the balance
sheets at March 31, 2005 and  December  31, 2004,  apportioned  between  related
party and other balances, are as follows:

                                                          2005           2004
                                                      --------------------------

     Related party balances (see Note 11)               $196,722        $459,583
     Other non-related party balances                  1,598,644       1,336,498
                                                      --------------------------
     Total accrued royalties and sales commissions    $1,795,366      $1,796,081
                                                      --------------------------

NOTE 5 - LONG-TERM DEBT

In connection with the Company's  acquisition of certain assets of JoEl, Inc. in
October 2004,  the Company  entered into a term loan in the amount of $3 million
payable to PNC Bank, N.A. which is  collateralized by mortgages on real property
located in each of Lebanon  and  Elizabethtown,  Pennsylvania.  The  Company can
elect  interest  rate  options  at either the Prime Rate or LIBOR plus 200 basis
points.  The loan is payable in eighty-four equal monthly principal  payments of
$35,714 that  commenced on November 1, 2004.  The Company is in compliance  with
all related loan covenants.  The entire loan balance was under a six-month LIBOR
rate of 4.17%,  which expired on March 31, 2005. A further  six-month LIBOR rate
of 5.39% commenced on April 1, 2005 and expires on September 30, 2005.

The schedule of principal payments of long-term debt is as follows:

     December 31,
     2005 (remaining)                       $321,428
     2006                                    428,571
     2007                                    428,571
     2008                                    428,571
     2009                                    428,571
     Thereafter                              750,002
                                ---------------------
                                           2,785,714
     Less - current portion
                                            (428,571)
                                ---------------------
                                          $2,357,143
                                =====================

                                      -10-

NOTE 6 - OTHER CURRENT LIABILITIES

Included in other current  liabilities  are $1,356,861  and $717,038  related to
accrued compensation at March 31, 2005 and December 31, 2004, respectively.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Certain  operating  leases for  office and  warehouse  space  maintained  by the
Company  resulted in rent  expense for the three month  periods  ended March 31,
2005 and 2004 of $55,316 and $79,819,  respectively. The Company has approximate
future obligations for the remainder of 2005 and over the next five fiscal years
as follows:

                               Property
             Research and      and Other
 Year        Development        Leases          Advertising           Other         Total
- ---------- ------------------ -------------- ----------------- ---------------- -----------------
2005            $1,331,000       $132,000        $2,500,000          $74,000        $4,037,000
2006             1,687,000        136,000          -                 -               1,823,000
2007              -                64,000          -                 -                  64,000
2008              -                    -           -                 -                    -
2009              -                    -           -                 -                    -
2010              -                    -           -                 -                    -
- ---------- ------------------ -------------- ----------------- ---------------- -----------------
Total           $3,018,000       $332,000        $2,500,000          $74,000        $5,924,000
- ---------- ------------------ -------------- ----------------- ---------------- -----------------

Additional  advertising  and research and  development  costs are expected to be
incurred for the remainder of 2005 and during 2006.

The Company has an agreement  with the former  owners of the  Utah-based  direct
marketing and selling company, whereby they receive payments, currently totaling
5% of  net  sales  collected,  for  use  of  product  formulations,  consulting,
confidentiality  and non-compete  agreements with such expense being expensed as
incurred.  Amounts paid or payable under such  agreement  during the three month
periods ended March 31, 2005 and 2004 were $199,339 and $217,638,  respectively.
Amounts  payable  under such  agreement  at March 31, 2005 and December 31, 2004
were $72,718 and $60,876, respectively.

The Company has several licensing and other contractual agreements, see Note 4.

                CYNTHIA AARON VS. THE QUIGLEY CORPORATION, ET AL

On March 15,  2005, a Complaint  was filed in the  Superior  Court for San Diego
County,  California.  This  complaint was served on The Quigley  Corporation  on
April 21, 2005. The plaintiff's  complaint consists of causes of action sounding
in   negligence,   negligent   products   liability,   breach  of   warranty  of
merchantability,  breach of express  warranty,  strict  products  liability  and
failure to warn.

The Company  believes  plaintiff's  claims are without  merit and is  vigorously
defending those claims. Based upon the information the Company has at this time,
it believes the action will not have a material impact on the Company.  However,
at this time no  prediction  as to the outcome can be made.  At the present time
this matter is being defended by the Company's liability insurance carrier.

                              DISCONTINUED ACTIONS

                          LITIGATION - FORMER EMPLOYEES

On April 12, 2002,  the Company  commenced a complaint in Equity in the Court of
Common  Pleas of Bucks  County,  Pennsylvania,  against the former  President of
Darius International Inc., its wholly owned subsidiary, following termination of
such President.  The allegations in the complaint  include,  but are not limited
to, an alleged  breach of  fiduciary  duty owed to the  Company.  The Company is
seeking  both  injunctive  and  monetary  relief.  On or about May 1, 2002,  the
defendant filed a counterclaim  requesting that the Court declare him the lawful
owner of 55,000 stock options, unspecified damages relating to an alleged breach
of an oral  contract  and for  commissions  allegedly  owed.  In  addition,  the
defendant requested the return of certain intellectual property used to commence
and continue Darius' operations.

On April 15,  2005,  a  Settlement  Agreement  and Mutual  Release was  executed
between The Quigley Corporation,  Subsidiaries,  and Defendants,  Ronald Howell,

                                      -11-

Deborah  Howell,  Pro Pool,  LLC, One Source,  LLC, Pro Marketing  LLC, and Eric
Kaytes.  All of  defendants'  counterclaims  were  withdrawn and dismissed  with
prejudice. In addition to the monetary consideration,  Howell surrendered to The
Quigley  Corporation for cancellation  40,993 shares of The Quigley  Corporation
and agreed to forego any claim for any additional stock, warrants, stock options
or  other  securities  of  or  interest  in  The  Quigley  Corporation,   Darius
International  Inc.,  Darius  Marketing  Inc., and Innerlight  Inc. that were or
could   have  been  made  in  the   lawsuits.   Defendant   Kaytes   surrendered
options/warrants in the Company.

NOTE 8 - TRANSACTIONS AFFECTING STOCKHOLDERS' EQUITY

On  September 8, 1998,  the  Company's  Board of  Directors  declared a dividend
distribution  of Common  Stock  Purchase  Rights  (individually,  a "Right"  and
collectively,  the "Rights"),  thereby  creating a Stockholder  Rights Plan (the
"Plan"). The dividend was payable to the stockholders of record on September 25,
1998. Each Right entitles the stockholder of record to purchase from the Company
that number of common shares  having a combined  market value equal to two times
the Rights  exercise  price of $45.  The Rights  are not  exercisable  until the
distribution  date,  which will be the earlier of a public  announcement  that a
person or group of affiliated or associated  persons has acquired 15% or more of
the  outstanding  common  shares,  or  the  announcement  of an  intention  by a
similarly  constituted party to make a tender or exchange offer resulting in the
ownership of 15% or more of the outstanding  common shares. The dividend has the
effect of giving the  stockholder a 50% discount on the share's  current  market
value for  exercising  such  right.  In the event of a cashless  exercise of the
Right,  and the acquirer has acquired less than 50% beneficial  ownership of the
Company,  a  stockholder  may  exchange  one Right for one  common  share of the
Company. The final expiration date of the Plan is September 25, 2008.

Since the inception of the stock buy-back program in January 1998, the Board has
subsequently  increased  the  authorization  on  five  occasions,  for  a  total
authorized  buy-back of 5,000,000  shares or  approximately  38% of the previous
shares  outstanding.  Such shares are  reflected  as treasury  stock and will be
available for general corporate purposes.  From the initiation of the plan until
March 31, 2005,  4,159,191 shares have been repurchased at a cost of $24,042,801
or an average cost of $5.78 per share. No shares were repurchased during 2004 or
2005 to date.

NOTE 9 - INCOME TAXES

Certain  exercises  of options and  warrants,  and  restricted  stock issued for
services that became  unrestricted,  resulted in  reductions to taxes  currently
payable and a  corresponding  increase to  additional-paid-in-capital  for prior
years. Certain tax benefits for option and warrant exercises totaling $3,887,487
are deferred and will be credited to  additional-paid-in-capital  when  existing
net operating  losses are used.  The cumulative  tax deduction  attributable  to
options,  warrants and restricted stock is $47,558,315 which resulted in the net
operating  loss  carry-forwards  that  approximate  $12.3  million  for  federal
purposes,  of which $3.5 million  will expire in 2019,  $4.0 million in 2020 and
$4.8 million in 2022 and $15.0 million for state purposes, of which $9.7 million
will  expire in 2009,  $3.0  million in 2010,  and $2.3  million in 2012.  Until
sufficient   taxable   income  to  offset  the  temporary   timing   differences
attributable  to  operations  and the tax  deductions  attributable  to  option,
warrant and stock  activities are assured,  a valuation  allowance  equaling the
total deferred tax asset is being provided.

NOTE 10 - EARNINGS PER SHARE

Basic earnings per share ("EPS")  excludes  dilution and is computed by dividing
income  available to common  stockholders  by the  weighted - average  number of
common  shares  outstanding  for the period.  Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were  exercised  or  converted  into common stock or resulted in the issuance of
common  stock  that  shared in the  earnings  of the  entity.  Diluted  EPS also
utilizes the treasury  stock method which  prescribes a theoretical  buy-back of
shares from the  theoretical  proceeds of all options and  warrants  outstanding
during  the  period.  Since  there is a large  number of  options  and  warrants
outstanding,  fluctuations  in the  actual  market  price can have a variety  of
results for each period presented.

A  reconciliation  of the applicable  numerators and  denominators of the income
statement periods presented,  as reflects the results of continuing  operations,
is as follows (millions, except earnings per share amounts):

                                       Three Months Ended            Three Months Ended
                                         March 31, 2005                March 31, 2004
                                -------- -------- ---------    -------- -------- ---------
                                 Loss    Shares     EPS         Loss    Shares   EPS
                                -------- -------- ---------    -------- -------- ---------

Basic EPS                        ($0.2)    11.7    ($0.01)      ($0.8)   11.5   ($0.07)
Dilutives:
Options/Warrants                    -        -                     -       -
                                 -------- -------- --------     -------- -------- --------
Diluted EPS                      ($0.2)    11.7    ($0.01)      ($0.8)   11.5   ($0.07)
                                 ======== ======== ========     ======== ======== ========

                                      -12-

Options and warrants  outstanding  at March 31, 2005 and 2004 were 4,287,250 and
3,837,500,  respectively.  They were not included in the  computation of diluted
earnings for periods reporting losses because the effect would be anti-dilutive.

NOTE 11 - RELATED PARTY TRANSACTIONS

An agreement  between the Company and the  founders,  Mr. Guy J. Quigley and Mr.
Charles A. Phillips,  both officers and stockholders of the Company, was entered
into on June 1, 1995. The founders,  in  consideration of the acquisition of the
Cold-Eeze(R)  cold  therapy  product,  are to share a total  commission  of five
percent (5%) on sales collected,  less certain deductions,  until the expiration
of this  agreement on May 31, 2005.  For the three month periods ended March 31,
2005 and 2004,  amounts of $267,551  and  $165,104,  respectively,  were paid or
payable under such founders' commission  agreements.  Amounts payable under such
agreements  at March 31, 2005 and December 31, 2004 were  $196,722 and $459,583,
respectively.

The Company is in the process of acquiring licenses in certain countries through
related party entities whose  stockholders  include Mr. Gary Quigley, a relative
of the Company's Chief Executive Officer. Fees amounting to $86,298 and $109,520
have been paid or are  payable to a related  entity in the three  month  periods
ended  March 31,  2005 and 2004,  respectively,  to assist  with the  regulatory
aspects of obtaining such licenses.

NOTE 12 - SEGMENT INFORMATION

The basis for presenting  segment  results  generally is consistent with overall
Company reporting.  The Company reports information about its operating segments
in  accordance  with  Financial  Accounting  Standard  Board  Statement No. 131,
"Disclosure  About  Segments of an Enterprise  and Related  Information,"  which
establishes  standards for  reporting  information  about a company's  operating
segments. All consolidating items are included in Corporate & Other.

The Company has divided its operations into four reportable segments as follows:
The Quigley  Corporation  (Cold Remedy),  whose main product is Cold-Eeze(R),  a
proprietary zinc gluconate  glycine lozenge for the common cold;  Darius (Health
and  Wellness),  whose  business is the sale and direct  marketing of a range of
health and wellness products;  Quigley Manufacturing  (Contract  Manufacturing),
which operates the production facility for the Cold-Eeze(R)  lozenge product and
also performs  contract  manufacturing  services for third party customers,  and
Pharma (Ethical Pharmaceutical),  currently involved in research and development
activity to develop patent applications for potential pharmaceutical products.

Financial information relating to 2005 and 2004 operations, by business segment,
follows:

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

FOR THE THREE  MONTHS ENDED                     Health and       Contract        Ethical       Corporate &
MARCH 31, 2005                     Cold Remedy   Wellness     Manufacturing    Pharmaceutical     Other           Total
- -------------------------------- ------------- -------------- --------------- --------------- --------------- -------------
Revenues
  Customers-domestic              $5,746,641       $4,113,318     $1,010,624        -               -          $10,870,583
  Customers-international             -               882,687            -          -               -              882,687
  Inter-segment                       -              -             1,442,297        -           ($1,442,297)       -
Segment operating profit
   (loss)                           $356,243         $393,345       $160,358    ($1,043,482)       ($61,395)    ($194,931)


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

FOR THE THREE  MONTHS ENDED      Cold Remedy    Health and       Contract        Ethical       Corporate &
MARCH 31, 2004                                   Wellness     Manufacturing    Pharmaceutical     Other           Total
- -------------------------------- ------------- -------------- --------------- --------------- --------------- -------------
Revenues
  Customers-domestic              $4,113,592       $4,730,095       -               -               -           $8,843,687
  Customers-international             -               761,930       -               -               -              761,930
  Inter-segment                       -              -              -               -               -              -
Segment operating profit
   (loss)                          ($301,756)        $436,780       -             ($935,348)        -            ($800,324)

                                      -13-

ITEM 2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL  CONDITION  AND
            RESULTS OF OPERATIONS


FORWARD-LOOKING STATEMENTS

In addition to  historical  information,  this Report  contains  forward-looking
statements.  These  forward-looking  statements are subject to certain risks and
uncertainties  that could cause actual results to differ  materially  from those
reflected in these forward-looking  statements.  Factors that might cause such a
difference include,  but are not limited to, management of growth,  competition,
pricing  pressures  on the  Company's  products,  industry  growth  and  general
economic conditions.  Readers are cautioned not to place undue reliance on these
forward-looking  statements,  which reflect management's opinions only as of the
date hereof.  The Company undertakes no obligation to revise or publicly release
the results of any revision to these forward-looking statements.

CERTAIN RISK FACTORS

The Quigley  Corporation makes no representation that the United States Food and
Drug Administration or any other regulatory agency will grant an Investigational
New Drug or take any other  action to allow its  formulations  to be  studied or
marketed. Furthermore, no claim is made that potential medicine discussed herein
is  safe,   effective,   or  approved  by  the  Food  and  Drug  Administration.
Additionally,  data that demonstrates activity or effectiveness in animals or in
vitro tests do not  necessarily  mean such  formula  test  compound,  referenced
herein,  will be effective in humans.  Safety and  effectiveness  in humans will
have to be  demonstrated  by means of  adequate  and  well  controlled  clinical
studies before the clinical  significance of the formula test compound is known.
Readers should carefully review the risk factors  described in other sections of
the filing as well as in other  documents  the  Company  files from time to time
with the Securities and Exchange Commission.

OVERVIEW

The  Company,   headquartered   in  Doylestown,   Pennsylvania,   is  a  leading
manufacturer, marketer and distributor of a diversified range of homeopathic and
health products which comprise the Cold Remedy, Health and Wellness and Contract
Manufacturing  segments.  The  Company  is also  involved  in the  research  and
development  of  potential  prescription  products  that  comprise  the  Ethical
Pharmaceutical segment.

The  Company's  business  is the  manufacture  and  distribution  of cold remedy
products to the consumer through the over-the-counter  marketplace together with
the sale of proprietary  health and wellness products through its direct selling
subsidiary.  One of the  Company's  key  products in its Cold Remedy  segment is
Cold-Eeze(R),  a zinc  gluconate  glycine  product  proven  in two  double-blind
clinical studies to reduce the duration and severity of the common cold symptoms
by nearly half.  Cold-Eeze(R)  is now an established  product in the health care
and cold  remedy  market.  Effective  October  1,  2004,  the  Company  acquired
substantially all of the assets of JoEl, Inc., the previous  manufacturer of the
Cold-Eeze(R)  lozenge product.  This  manufacturing  entity,  now called Quigley
Manufacturing  Inc.  ("QMI"),  a wholly owned  subsidiary  of the Company,  will
continue to produce lozenge product along with performing such operational tasks
as warehousing and shipping the Company's  Cold-Eeze(R)  products.  In addition,
QMI  produces  a  variety  of hard and  organic  candy  for sale to third  party
customers  in addition  to  performing  contract  manufacturing  activities  for
non-related  entities.   The  Cold-Eeze(R)  products  reported  a  strong  sales
performance  in the first quarter of 2005 as a result of a prolonged  cough/cold
season,  increased  consumer  demand and increased  household  penetration.  The
presence  of QMI in 2005  contributed  net sales of  approximately  one  million
dollars to first quarter net sales.

Darius International Inc. ("Darius"),  the Health and Wellness segment, a wholly
owned  subsidiary  of the Company,  was formed in January 2000 to introduce  new
products  to the  marketplace  through a network  of  independent  distributors.
Darius is a direct selling  organization  specializing in proprietary health and
wellness products.  The formation of Darius has provided  diversification to the
Company in both the  method of product  distribution  and the  broader  range of
products  available  to the  marketplace,  serving as a balance to the  seasonal
revenue cycles of the  Cold-Eeze(R)  branded  products.  This segment's 2005 net
sales  decreased over the comparable  2004 period due to a decline in the number
of active domestic  independent  representatives;  however,  international sales
activity improved in the 2005 period.

In January 2001, the Company formed an Ethical Pharmaceutical  segment,  Quigley
Pharma  Inc.  ("Pharma"),  that is under the  direction  of its  Executive  Vice
President and Chairman of its Medical Advisory Committee.  Pharma was formed for
the purpose of developing naturally derived prescription drugs,  cosmeceuticals,
and dietary supplements. Pharma is currently undergoing research and development
activity  in  compliance  with  regulatory  requirements.  The Company is in the

                                      -14-

initial  stages  of what  may be a  lengthy  process  to  develop  these  patent
applications into commercial products.

Future revenues,  costs,  margins, and profits will continue to be influenced by
the Company's  ability to maintain its  manufacturing  availability and capacity
together with its marketing and  distribution  capabilities and the requirements
associated  with the  development of Pharma's  potential  prescription  drugs in
order to  continue  to  compete  on a  national  and  international  level.  The
continued  expansion of Darius is dependent  on the Company  retaining  existing
independent  representatives  and recruiting  additional active  representatives
both  internationally  and within the United States,  continued  conformity with
government  regulations,  a reliable  information  technology  system capable of
supporting  continued  growth and  continued  reliable  sources  for product and
materials to satisfy consumer demand.

COLD REMEDY

Cold-Eeze(R),   a  zinc  gluconate  glycine   formulation   (ZIGG(TM)),   is  an
over-the-counter  consumer  product  used to reduce tHE duration and severity of
the common  cold and is  currently  sold in lozenge,  sugar-free  tablet and gum
form.  During  2003,  the  Company  launched a  Kidz-EEZE(TM)  Sore  Throat Pops
product.

In May 1992,  the Company  entered into an  exclusive  agreement  for  worldwide
representation,  manufacturing  and  marketing of  Cold-Eeze(R)  products in the
United States. A randomized double-blind  placebo-controlled study, conducted at
Dartmouth College of Health Science, Hanover, New Hampshire,  concluded that the
lozenge  formulation  treatment,  initiated  within 48 hours of  symptom  onset,
resulted in a significant reduction in the total duration of the common cold.

On May 22, 1992,  "ZINC AND THE COMMON COLD, A CONTROLLED  CLINICAL  STUDY," was
published in England in the "Journal of International  Medical Research," Volume
20, Number 3, Pages 234-246. According to this publication,  (a) flavorings used
in  other  Zinc  lozenge  products  (citrate,   tartrate,   separate,   orotate,
picolinate,  mannitol or sorbitol)  render the Zinc inactive and  unavailable to
the patient's  nasal  passages,  mouth and throat where cold symptoms have to be
treated, (b) this patented formulation delivers  approximately 93% of the active
Zinc to the  mucosal  surfaces  and (c) the  patient  has the same  sequence  of
symptoms  as in the  absence  of  treatment  but goes  through  the phases at an
accelerated rate and with reduced symptom severity.

On July 15, 1996,  results of a new randomized  double-blind  placebo-controlled
study on the common cold, which commenced at the CLEVELAND CLINIC  FOUNDATION on
October 3, 1994 were published.  The study called "ZINC  GLUCONATE  LOZENGES FOR
TREATING THE COMMON COLD" was  completed and published in THE ANNALS OF INTERNAL
MEDICINE - VOL. 125 NO. 2. Using a 13.3mg  lozenge  (almost half the strength of
the  lozenge  used in the  Dartmouth  Study),  the  result  still  showed  a 42%
reduction in the duration of common cold symptoms.

In April 2002, the Company announced the statistical  results of a retrospective
clinical  adolescent  study at the Heritage School facility in Provo,  Utah that
suggests that  Cold-Eeze(R)  is also an effective means of preventing the common
cold and statistically (a) lessens the number of colds an individual suffers per
year,  reducing  the  median  from  1.5 to  zero  and  (b)  reduces  the  use of
antibiotics  for respiratory  illnesses from 39.3% to 3.0% when  Cold-Eeze(R) is
administered as a first-line treatment approach to the common cold.

In April 2002,  the Company was  assigned a Patent  Application  which was filed
with the Patent Office of the United States  Commerce  Department for the use of
Cold-Eeze(R) as a prophylactic for cold prevention.  The new patent  application
follows the results of the adolescent study at the Heritage School facility.

In May  2003,  the  Company  announced  the  findings  of a  prospective  study,
conducted at the Heritage School facility in Provo, Utah, in which 178 children,
ages 12 to 18 years, were given Cold-Eeze(R)  lozenges both  symptomatically and
prophylactically  from  October 5, 2001 to May 30,  2002.  The study found a 54%
reduction in the most  frequently  observed cold  duration.  Those  subjects not
receiving  treatment most  frequently  experienced  symptom  duration of 11 days
compared with 5 days when Cold-Eeze(R)  lozenges were administered,  a reduction
of 6 days.

The business of the Company is subject to federal and state laws and regulations
adopted  for  the  health  and  safety  of  users  of  the  Company's  products.
Cold-Eeze(R)  is a homeopathic  remedy that is subject to regulations by various
federal,  state and local  agencies,  including  the United States Food and Drug
Administration ("FDA") and the Homeopathic Pharmacopoeia of the United States.

                                      -15-

HEALTH AND WELLNESS

Darius,  through  Innerlight  Inc.,  its wholly  owned  subsidiary,  is a direct
selling company  specializing in the development and distribution of proprietary
health and wellness products,  including herbal vitamins and dietary supplements
for the human condition, primarily within the United States and since the second
quarter of 2003,  internationally.  During the  fourth  quarter of 2004,  Darius
launched an  exclusive  skin care line under the Beverly  Sassoon  brand name to
diversify this segment's product range.

The continued  success of this segment is dependent,  among other things, on the
Company's ability:

      o     To  maintain  existing   independent   representatives  and  recruit
            additional successful independent representatives. Additionally, the
            loss of key high-level  distributors  could negatively impact future
            growth and revenues;

      o     To continue to develop and make available new and desirable products
            at an acceptable cost;

      o     To maintain safe and reliable  multiple-location sources for product
            and materials;

      o     To maintain a reliable  information  technology  system and internet
            capability.  The  Company  has  expended  significant  resources  on
            systems  enhancements  in the  past and  will  continue  to do so to
            ensure prompt  customer  response  times,  business  continuity  and
            reliable  reporting  capabilities.   Any  interruption  to  computer
            systems  for an  extended  period of time  could be  harmful  to the
            business;

      o     To  execute  conformity  with  various  federal,   state  and  local
            regulatory  agencies both within the United States and abroad.  With
            the growth of  international  business,  difficulties  with  foreign
            regulatory  requirements could have a significant negative impact on
            future growth. Any inquiries from government authorities relating to
            the  Company's  business and  compliance  with laws and  regulations
            could be harmful to the Company;

      o     To compete with larger more mature  organizations  operating  within
            the same  market  and to  remain  competitive  in  terms of  product
            relevance and business opportunity;

      o     To successfully implement methods for progressing the direct selling
            philosophy internationally; and

      o     To plan strategically for general economic conditions.

Any or all of the above risks could result in significant reductions in revenues
and profitability of the Health and Wellness segment.

CONTRACT MANUFACTURING

From  October  1,  2004,   this   manufacturing   entity,   now  called  Quigley
Manufacturing  Inc.  ("QMI"),  a wholly owned  subsidiary  of the  Company,  has
continued to produce  lozenge  product along with  performing  such  operational
tasks as  warehousing  and  shipping the  Company's  Cold-Eeze(R)  products.  In
addition to that function,  QMI produces a variety of hard and organic candy for
sale to third party customers in addition to performing  contract  manufacturing
activities for non-related entities. QMI is an FDA-approved facility.

ETHICAL PHARMACEUTICAL

Pharma's current activity is the development of  naturally-derived  prescription
drugs with the goal to improve  the  quality of life and health of those in need
through scientific research and development. Research and development will focus
on the identification,  isolation and direct use of active medicinal substances.
One aspect of Pharma's research will focus on the combination of isolated active
constituents and whole plant  components.  The search for new natural sources of
medicinal  substances  will  focus not only on world  plants,  fungi,  and other
natural  substances,  but  also on an  intense  investigation  into  traditional
medicinals and historic therapeutics.

The  pre-clinical  development,   clinical  trials,  product  manufacturing  and
marketing  of Pharma's  potential  new products are subject to federal and state
regulation in the United States and other  countries.  Obtaining FDA  regulatory
approval for these pharmaceutical products can require substantial resources and

                                      -16-

take several years.  The length of this process depends on the type,  complexity
and novelty of the product and the nature of the disease or other indications to
be  treated.  If the  Company  cannot  obtain  regulatory  approval of these new
products in a timely  manner or if the patents are not granted or if the patents
are subsequently challenged,  these possible events could have a material effect
on the business  and  financial  condition  of the Company.  The strength of the
Company's patent position may be important to its long-term  success.  There can
be no assurance  that these  patents and patent  applications  will  effectively
protect the Company's products from duplication by others.

The areas of focus are:

      o     A Patent (No. 6,555,573 B2) entitled "Method and Composition for the
            Topical  Treatment  of  Diabetic  Neuropathy."  The  patent  extends
            through March 27, 2021.

      o     A Patent (No.  6,592,896  B2) entitled  "Medicinal  Composition  and
            Method  of  Using  It"  (for   Treatment  of  Sialorrhea  and  other
            Disorders)  for  a  product  to  relieve  sialorrhea  (drooling)  in
            patients   suffering  from  Amyotrophic   Lateral  Sclerosis  (ALS),
            otherwise known as Lou Gehrig's Disease.  The patent extends through
            August 6, 2021.

      o     A Patent (No.  6,596,313 B2) entitled  "Nutritional  Supplement  and
            Method of Using It" for a product to relieve  sialorrhea  (drooling)
            in patients  suffering from  Amyotrophic  Lateral  Sclerosis  (ALS),
            otherwise known as Lou Gehrig's Disease.  The patent extends through
            April 15, 2022.

      o     A Patent (No.  6,753,325  B2) entitled  "Composition  and Method for
            Prevention,  Reduction  and  Treatment of Radiation  Dermatitis,"  a
            composition   for   preventing,   reducing  or  treating   radiation
            dermatitis. The patent extends through November 5, 2021.

      o     A Patent (No.  6,827,945 B2) entitled  "Nutritional  Supplement  and
            Method of Using It" for a method of treating at least one symptom of
            arthritis. The patent extends through April 22, 2023.

      o     In September  2002, the Company filed a foreign  patent  application
            entitled  "Method  and  Composition  for the  Topical  Treatment  of
            Diabetic Neuropathy" in Europe and other foreign markets.

In April 2002, the Company initiated a Phase II Proof of Concept Study in France
for  treatment of diabetic  neuropathy,  which was  concluded in 2003.  In April
2003, the Company  announced  that an  independently  monitored  analysis of the
Phase II Proof of Concept Study  concluded that subjects using this  formulation
had 67% of their  symptoms  improve,  suggesting  efficacy.  In March 2004,  the
Company  announced  that it had  completed its first meeting at the FDA prior to
submitting the Company's  Investigational  New Drug ("IND")  application for the
relief of symptoms  of diabetic  symmetrical  peripheral  neuropathy.  The FDA's
pre-IND meeting  programs are designed to provide sponsors with advance guidance
and input on drug development programs.

In September 2003, the Company announced its intention to file for permission to
study its  patent  pending  potential  treatment  for  psoriasis  and other skin
disorders.  Continued  testing will therefore have to be conducted  under an IND
application following positive preliminary results.

In December 2003, the Company  announced  positive test results of a preliminary
independent  in vitro  study  indicating  that a test  compound  of the  Company
previously tested on the Influenza virus showed "significant  virucidal activity
against a strain of the Severe  Acute  Respiratory  Syndrome  (SARS)  virus." In
January  2004 the  Company  announced  that it intends to  conduct  two  further
studies. The first study is intended to repeat the previously announced results,
which  demonstrated  the  compound to be 100  percent  effective  in  preventing
non-infected  ferrets in close  proximity  to an infected  ferret from  becoming
infected with the Influenza A virus. The second study is a dose ranging study on
the test compound.  Upon dosage determination and confirmation results from this
forthcoming  animal  model study,  a human proof of concept  study using a virus
challenge with  Influenza A virus in a quarantine  unit can be the next step. In
January 2004,  the Company also  reported that its compound has shown  virucidal
and  virustatic  activity  against  the strain 3B of the Human  Immunodeficiency
Virus Type 1 (HIV-1) in an in-vitro study.

In January 2004, a broad  anti-viral  compound was determined to be effective in
in-vitro and in-vivo studies for  applications  such as Influenza A&B, SARS, and
Herpes Simplex 1, and since this Sialorrhea formulation is a derivative compound
of the anti-viral  formulation,  ongoing testing for this Sialorrhea compound is
being reconsidered and probably will be discontinued.

                                      -17-

In April 2004, the Company announced the results of a preliminary,  pre-clinical
animal study which  measured the effect of its  proprietary  patent  applied for
formulation  against ionizing  (nuclear)  radiation.  This study determined that
parenteral  (injection)  administration  of the study  compound  was  protective
against the effects of a lethal,  whole body ionizing  radiation dose in a mouse
model. This compound is being  investigated to potentially reduce the effects of
radiation exposure on humans.

EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS

In December  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement No. 123 (revised 2004),  Share-Based Payment (Statement 123(R)), which
replaces  Statement No. 123,  "Accounting  for  Stock-Based  Compensation,"  and
supersedes  APB  Opinion No. 25,  "Accounting  for Stock  Issued to  Employees."
Statement  123 (R) requires all companies to measure  compensation  cost for all
share-based  payments  (including  employee  stock  options)  at fair  value and
recognize  the  cost in the  financial  statements.  The pro  forma  disclosures
previously  permitted  under  Statement 123 will no longer be an  alternative to
financial  statement  recognition.  This statement applies to all awards granted
after the date of adoption  and to awards  modified,  repurchased,  or cancelled
after that date. The cumulative effect of initially  applying  Statement 123(R),
if any, will be recognized as of the date of adoption.

In April 2005, the SEC delayed the effective date of SFAS 123(R) to fiscal years
beginning after June 15, 2005. As a result SFAS 123(R) will be effective for the
Company  beginning in the first  quarter of 2006.  The Company has not completed
its  evaluation  of the  impact  that  adopting  SFAS  123(R)  will  have on its
financial statements.

CRITICAL ACCOUNTING POLICIES

As   previously   described,   the  Company  is  engaged  in  the   development,
manufacturing,  and marketing of health and homeopathic  products that are being
offered  to the  general  public  and is  also  involved  in  the  research  and
development of potential prescription products.  Certain key accounting policies
that may affect the results of the Company are the timing of revenue recognition
and sales incentives,  particularly co-operative advertising; the classification
of royalties and commissions;  the classification of advertising  expenses;  and
the fact that all research and development costs are expensed as incurred.  Note
1,  Organization  and  Business,   describes  the  Company's  other  significant
accounting policies.

REVENUE RECOGNITION

Sales are recognized at the time ownership is transferred to the customer, which
for the Cold Remedy segment is the time the shipment is received by the customer
and for both the Health and  Wellness  segment  and the  Contract  Manufacturing
segment,  when the  product  is  shipped  to the  customer.  Sales  returns  and
allowances  are provided for in the period that the related  sales are recorded.
Provisions for these reserves are based on historical  experience.  The 2005 and
2004 reserve balances include a returns provision at March 31, 2005 and December
31, 2004 of approximately $542,000 and $626,000,  respectively,  in the event of
future product returns  following the  discontinuation  of the Cold-Eeze(R) Cold
Remedy Nasal Spray product in September 2004.

ADVERTISING

Advertising  costs are  expensed  within the period in which they are  utilized.
Advertising  expense is  comprised  of media  advertising,  presented as part of
sales and marketing expense; co-operative advertising, which is accounted for as
a deduction  from sales;  and bonus  product,  which is accounted for as part of
cost of sales.  Advertising  costs  incurred for the three month  periods  ended
March 31, 2005 and 2004 were $1,694,832 and $1,209,572,  respectively.  Included
in prepaid  expenses and other  current  assets was $73,775 and $41,375 at March
31, 2005 and December 31, 2004,  respectively,  relating to prepaid  advertising
expenses.

RESEARCH AND DEVELOPMENT

Research and development costs are charged to operations in the period incurred.
Expenditures  for the three  month  periods  ended  March 31, 2005 and 2004 were
$1,068,303 and $947,002,  respectively.  Principally,  research and  development
costs are  related  to  Pharma's  study  activities  and costs  associated  with
Cold-Eeze(R) products.

                                      -18-

RESULTS OF OPERATIONS

THREE  MONTHS  ENDED MARCH 31, 2005  COMPARED  WITH THREE MONTHS ENDED MARCH 31,
2004

Net sales for the three month  period  ended  March 31,  2005 were  $11,753,270,
reflecting  an increase of $2,147,653  over the net sales of $9,605,617  for the
comparable  three month  period ended March 31,  2004.  The Cold Remedy  segment
reported net sales in 2005 of  $5,746,641,  an increase of  $1,633,049,  or 40%,
over the comparable 2004 period of $4,113,592.  The Health and Wellness  segment
reported net sales in 2005 of $4,996,005,  a reduction of $496,020,  or 9%, over
the net  sales of  $5,492,025  for the  comparable  2004  period.  The  Contract
Manufacturing  segment  reported net sales of $1,010,624 in the 2005 period with
no comparable amount in the 2004 period as this segment commenced  business as a
part of The Quigley Corporation on October 1, 2004.

Net sales of the Cold Remedy  segment were  favorably  affected by the prolonged
nature of the recent  cold  season,  increased  consumer  demand  and  increased
household penetration.  In addition, the Company continued to generate increased
sales and  greater  market  penetration  for the  Cold-Eeze(R)  products  due to
continued product support and promotion.

The Health and Wellness  segment's  net sales  decreased in the 2005 period as a
result  of  a  decline   in  the   number   of   active   domestic   independent
representatives.  This decline was  partially  offset by an increase in European
sales of 15.8% over the 2004 comparable period.

Cost of sales as a percentage  of net sales for the three months ended March 31,
2005 was 51.4% compared to 52.9% for the comparable  2004 period,  a decrease of
1.5%.  This  decrease was  primarily due to the influence of the lower cost Cold
Remedy segment on the consolidated results in 2005,  particularly as a result of
this segment's  significant net sales increase in the 2005 period. Cost of sales
of the remaining segments were largely consistent between periods.

Sales and marketing expense for the three month period ended March 31, 2005 were
$1,834,831,  an increase of $211,765 over the  comparable  2004 period amount of
$1,623,066. The increase was primarily due to increased media advertising in the
2005 period in support of the Cold-Eeze(R) products.

General and administration costs for the three month period ended March 31, 2005
was  $2,994,769  compared to $2,750,499  during the 2004 period,  an increase of
$244,270  between  the  periods.  The  increase  in 2005  was  primarily  due to
increased  payroll  costs for the  period  and 2005  costs  associated  with the
contract  manufacturing  segment for which there are no comparable 2004 costs as
this segment commenced business as a part of the Company on October 1, 2004.

Research and development costs during the three months ended March 31, 2005 were
$1,068,303 compared to $947,002 during the 2004 comparable period, reflecting an
increase in 2005 of $121,301,  primarily as a result of increased Pharma segment
costs and study activity related to the Cold-Eeze(R) products.

LIQUIDITY AND CAPITAL RESOURCES

The Company had working capital of $17,902,677 and $17,852,910 at March 31, 2005
and  December  31,  2004,  respectively,  resulting  in an  increase of $49,767.
Changes in working  capital  overall have been  primarily  due to the  following
items: cash balances increased by $2,114,135;  accounts receivable  decreased by
$3,105,618  due  to  seasonal   fluctuations  and  effective  cash  collections;
advertising  liabilities  decreased by $1,606,398 as a result of the seasonality
of the cold remedy  products  and  related  co-operative  and media  advertising
activity; and other current liabilities increased by $790,082 principally due to
increased  payroll  liabilities at March 31, 2005.  Total cash balances at March
31, 2005 were  $16,480,576  compared to  $14,366,441  at December 31, 2004.  The
increase in cash was due to the  movements in working  capital as  reported.  In
April  2005,  the  Company  prepaid  an  amount  of  $1.0  million  against  the
outstanding balance on the long-term loan.

Management  believes that its revised  strategy to establish  Cold-Eeze(R)  as a
recognized   brand  name,  its  broader  range  of  products,   its  diversified
distribution  methods as it relates to the Health and Wellness business segment,
adequate manufacturing capacity and growth in international sales, together with
its current  working  capital,  should provide an internal  source of capital to
fund the Company's business operations.  In addition to anticipated funding from
operations,  the Company and its  subsidiaries  may, in the short and long term,
raise capital through the issuance of equity  securities to finance  anticipated
growth.

                                      -19-

Management is not aware of any trends or uncertainties  that may have a material
negative impact upon the Company's (a) short-term or long-term liquidity, or (b)
net sales or income from continuing  operations.  Any challenge to the Company's
patent rights could have a material  adverse  effect on future  liquidity of the
Company; however, the Company is not aware of any condition that would make such
an event probable.

Management  believes that cash generated from operations  along with its current
cash  balances  will be  sufficient  to  finance  working  capital  and  capital
expenditure requirements for at least the next twelve months.

CAPITAL EXPENDITURES

Capital  expenditures  during  the  remainder  of 2005  are not  expected  to be
material.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's  operations are not subject to risks of material  foreign currency
fluctuations, nor does it use derivative financial instruments in its investment
practices.  The Company  places its marketable  investments in instruments  that
meet high credit quality standards.  The Company does not expect material losses
with respect to its investment  portfolio or exposure to market risks associated
with interest  rates.  The impact on the Company's  results of a one  percentage
point change in short-term  interest  rates would not have a material  impact on
the Company's future earnings,  fair value, or cash flows related to investments
in cash  equivalents or  interest-earning  marketable  securities.  At March 31,
2005,  the Company had $2.8 million of variable  rate debt. If the interest rate
on the debt were to increase or  decrease  by 1% for the year,  annual  interest
expense would increase or decrease by approximately $28,000.

ITEM 4.     CONTROLS AND PROCEDURES

Based on their  evaluation  as of the end of the period  covered by this report,
the Company's Chief Executive Officer and Chief Financial Officer have concluded
that the  Company's  disclosure  controls  and  procedures  (as defined in Rules
13a-14 and 15d-14 under the  Securities  Exchange  Act of 1934,  as amended) are
effective.  There have been no  significant  changes in internal  controls or in
other factors that could  significantly  affect these controls subsequent to the
date of their  evaluation,  including  any  corrective  actions  with  regard to
significant deficiencies and material weaknesses.

                           PART II. OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

                CYNTHIA AARON VS. THE QUIGLEY CORPORATION, ET AL

On March 15,  2005, a Complaint  was filed in the  Superior  Court for San Diego
County,  California.  This  complaint was served on The Quigley  Corporation  on
April 21, 2005. The plaintiff's  complaint consists of causes of action sounding
in   negligence,   negligent   products   liability,   breach  of   warranty  of
merchantability,  breach of express  warranty,  strict  products  liability  and
failure to warn.

The Company  believes  plaintiff's  claims are without  merit and is  vigorously
defending those claims. Based upon the information the Company has at this time,
it believes the action will not have a material impact on the Company.  However,
at this time no  prediction  as to the outcome can be made.  At the present time
this matter is being defended by the Company's liability insurance carrier.

                              DISCONTINUED ACTIONS

                          LITIGATION - FORMER EMPLOYEES

On April 12, 2002,  the Company  commenced a complaint in Equity in the Court of
Common  Pleas of Bucks  County,  Pennsylvania,  against the former  President of
Darius International Inc., its wholly owned subsidiary, following termination of
such President.  The allegations in the complaint  include,  but are not limited
to, an alleged  breach of  fiduciary  duty owed to the  Company.  The Company is
seeking  both  injunctive  and  monetary  relief.  On or about May 1, 2002,  the
defendant filed a counterclaim  requesting that the Court declare him the lawful
owner of 55,000 stock options, unspecified damages relating to an alleged breach
of an oral  contract  and for  commissions  allegedly  owed.  In  addition,  the
defendant requested the return of certain intellectual property used to commence
and continue Darius' operations.

                                      -20-

On April 15,  2005,  a  Settlement  Agreement  and Mutual  Release was  executed
between The Quigley Corporation,  Subsidiaries,  and Defendants,  Ronald Howell,
Deborah  Howell,  Pro Pool,  LLC, One Source,  LLC, Pro Marketing  LLC, and Eric
Kaytes.  All of  defendants'  counterclaims  were  withdrawn and dismissed  with
prejudice. In addition to the monetary consideration,  Howell surrendered to The
Quigley  Corporation for cancellation  40,993 shares of The Quigley  Corporation
and agreed to forego any claim for any additional stock, warrants, stock options
or  other  securities  of  or  interest  in  The  Quigley  Corporation,   Darius
International  Inc.,  Darius  Marketing  Inc., and Innerlight  Inc. that were or
could   have  been  made  in  the   lawsuits.   Defendant   Kaytes   surrendered
options/warrants in the Company.

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.     OTHER INFORMATION

None

ITEM 6.     EXHIBITS

(1)  Exhibit  31.1  Certification  by the Chief  Executive  Officer  pursuant to
     Section 302 of the  Sarbanes-Oxley Act of 2002

(2)  Exhibit  31.2  Certification  by the Chief  Financial  Officer  pursuant to
     Section 302 of the  Sarbanes-Oxley Act of 2002

(3)  Exhibit  32.1  Certification  by the Chief  Executive  Officer  pursuant to
     Section 906 of the  Sarbanes-Oxley Act of 2002

(4)  Exhibit  32.2  Certification  by the Chief  Financial  Officer  pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002

                                      -21-

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                         THE QUIGLEY CORPORATION



                                      By: /s/ George J. Longo
                                         ---------------------------------------
                                         George J. Longo
                                         Vice President, Chief Financial Officer

Date: May 6, 2005

                                      -22-