UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB/A

(Amendment No. 1)

(Mark One)

ý	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended February 29, 2004

o	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 000-23425

BURZYNSKI RESEARCH INSTITUTE, INC.

(Name of small business issuer in its charter)

Delaware	76-0136810
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

9432 Old Katy Road, Suite 200 Houston, Texas	77055
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number: (713) 335-5697

Securities registered under Section 12(b) of the Exchange Act:
None

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained herein, and no disclosure will be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. ý

State issuer’s revenues for its most recent fiscal year: $500.

As of May 4, 2004, 131,388,444 shares of the Registrant’s Common Stock were outstanding, and the aggregate market value of the Common Stock held by non-affiliates was approximately $2,924,910 based on the last reported sales price on May 24, 2004.

DOCUMENTS INCORPORATED BY REFERENCE

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format (Check One): Yes o; No. ý

EXPLANATORY NOTE

This Amendment No. 1 is being filed to include the signature of Fitts, Roberts & Co., P.C. to the Independent Auditor’s Report. The signature to the Independent Auditor’s Report was inadvertently omitted from the Annual Report on Form 10-KSB as filed on June 1, 2004. No other changes have been made to the Form 10-KSB and this Form 10-KSB/A does not otherwise modify or update the disclosure contained in the Form 10-KSB.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Burzynski Research Institute, Inc.


	By:		/s/ Stanislaw R. Burzynski
	Stanislaw R. Burzynski, President, Secretary, Treasurer (Chief Financial Officer) and Chairman of the Board of Directors

Date: December 7, 2004

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.

/s/ Stanislaw R. Burzynski
Stanislaw R. Burzynski President, Secretary, Treasurer (Chief Financial Officer), and Chairman of the Board of Directors		Date: December 7, 2004


*
Barbara Burzynski Director		Date: December 7, 2004


*
Michael H. Driscoll Director		Date: December 7, 2004


*
Carlton Hazlewood Director		Date: December 7, 2004

	*By:	/s/ Stanislaw R. Burzynski
		Stanislaw R. Burzynski Attorney-in-fact

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors and Stockholders
of Burzynski Research Institute, Inc.

We have audited the accompanying balance sheets of Burzynski Research Institute, Inc. as of February 29, 2004 and February 28, 2003, and the related statements of operations, stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Burzynski Research Institute, Inc. as of February 29, 2004 and February 28, 2003 and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Fitts, Roberts & Co., P.C.


May 24, 2004 Houston, Texas

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