10KSB

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D. C. 20549

                             FORM 10-KSB
                             (Mark One)
        [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

                 For the year ended December 31, 2003

                     Commission File No. 0-19047


                     FOOD TECHNOLOGY SERVICE, INC.
           (Exact name of Registrant as specified in its charter)

                FLORIDA                                    59-2618503
   (State of incorporation or organization)   (Employer Identification Number)

   502 Prairie Mine Road, Mulberry, FL         33860
   (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (863)425-0039
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01
par value

    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               No
                             X
                           -----             -----

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not 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.  [ ]

    The Registrant's operating revenues for its most recent fiscal year were
$1,875,994.

    As of March 19, 2004 , 11,001,038 shares of the Registrant's Common Stock
were outstanding, and the aggregate market value of the voting stock held by
non-affiliates (6,884,455 shares) was approximately $11,910,107 based on the
market price at that date.


                          DOCUMENTS INCORPORATED BY REFERENCE

     Proxy Statement for the annual meeting of shareholders scheduled to be
Held May 26, 2004.


                       TABLE OF CONTENTS


PART I

Item 1     Description of Business
Item 2     Description of Properties
Item 3     Legal Proceedings

Item 4     Submission of Matters to a Vote of Security Holders

PART II

Item 5     Market for Common Equity and Related Stockholder Matters

Item 6     Management's Discussion and Analysis

Item 7     Financial Statements

Item 8     Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure

Item 8(a)  Controls and Procedures

PART III

Item 9     Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act

Item 10    Executive Compensation

Item 11    Security Ownership of Certain Beneficial Owners and Management and
           Related Stockholder Matters

Item 12    Certain Relationships and Related Transactions

Item 13    Exhibits and Reports on Form 8-K

Item 14    Principle Accounting Fees and Services














                                 PART I

Item 1.	Description of Business

Food Technology Service, Inc., (the "Company") was organized as a
Florida corporation on December 11, 1985.  The Company owns and
operates an irradiation facility located in Mulberry, Florida, that uses
Gamma radiation produced by Cobalt 60 to treat or process various foods
for insect disinfestations, shelf life extension and control of certain disease
causing microorganisms. Additionally, the Company provides contract
sterilization service to the food packaging, medical device and food
ingredient industries.

The Company completed construction of its irradiation facility in
Mulberry, Florida in December 1991 and the facility became operational
on January 24, 1992.  The plant was constructed mainly to irradiate fruits
and vegetables for the primary purpose of extending shelf life and poultry
to control Salmonella and other illness causing bacteria. Soon after the
commencement of operations, it was recognized that the success of the
Company would be dependent on the irradiation of poultry and red meats.
This was due to the fact that most of the fresh fruits and vegetables are
pre-sold in the Florida area where the extension of shelf life is not
necessarily beneficial for the fruit and vegetable growers.

The rules for the irradiation of poultry were finalized by the United States
Department of Agriculture ("USDA")and published in the Federal Register on
September 22, 1992.  However, to date only a limited amount of
packaging materials for meat and poultry have been approved for use with
irradiation.  A food industry consortium, led by a major packaging
material company, is working to gain additional approvals.  The red meat
industry, which has been faced with pathogen problems such as E. coli
0157:H7, supported a petition to allow irradiation of all meats that was
approved by the United States Food & Drug Administration ("FDA") on December 7,
1997.  However, the final regulation allowing the irradiation of red meat was
not published by USDA/FSIS until February 22, 2001.  Sales of poultry and red
meat have been nominal to date, mainly because of slow consumer acceptance of
irradiated foods.  Although the Company is dedicated to the irradiation of
poultry, meats and other food products, until acceptance by the public, the
Company has and will continue to irradiate other products.  The
Company's revenue for 2003 (approximately $1,875,994) resulted
primarily from the processing of packaging, medical products and
consumer goods.

The benefits of irradiation in preventing food-borne illness are well
known.  Food irradiation is supported by the USDA, the World Health
Organization, the United States Public Health Service, the American Medical
Association, the Institute of Food Technologists, and reputable scientific and
medical organizations throughout America.  In addition, more than forty
countries have approved the irradiation of food products.  The FDA has
approved irradiation as a safe and effective means of processing a variety of
foods.  To date, the FDA has approved the irradiation of (i) pork, to control
trichinosis; (ii) poultry and shell eggs, for the control of disease causing
pathogens; (iii) spices, for sterilization;(iv) fresh fruits and vegetables for
insect disinfestation, and to delay maturation, which extends the shelf life of
many fresh fruits and vegetables; and (v) some meat to control pathogens and
 extend shelf life.

Management is working diligently with meat processors, food distributors
and with major retailers to gain consumer acceptance for irradiated
products. The Company continues to introduce marketing programs that
would allow irradiated beef/poultry to be sold in the marketplace. Food
Technology Service presently irradiates meat under a special FDA
approval for the NASA Astronauts. There are currently several petitions
awaiting FDA approval. The shellfish industry is waiting for FDA
approval for shellfish. The USDA and the Food Irradiation Processing
Alliance, of which the Company is a member, has petitioned the FDA to
allow the irradiation of processed meats to control Listeria. The USDA has
also petitioned the FDA to raise the maximum dose allowed for poultry
and remove the requirement for non-barrier packaging for poultry.

The Company markets its irradiation process as a substitute for and/or a
complement to other food processing methods such as canning, freezing,
heat pasteurization and fumigation.

Processing Plant Operations

Procedures

     Products to be irradiated are placed onto the conveying system.  Some
products, because of their density and pallet size, may have to be
depalletized for radiation processing to ensure that the appropriate
radiation dose is applied to the product.  The conveying system
automatically moves the product through the irradiation chamber at a
predetermined rate specified by the Company's personnel.  The
positioning of the product relative to the radiation source and the distance
of the product from the radiation source are fixed.  The proper radiation
dose is determined by the duration of the exposure of the product to the
radiation source, which is carefully controlled to provide the desired dose.
The exposure time required to achieve the desired dose will depend on the
amount of Cobalt 60 in use and the density of the material exposed.

     Like an airport x-ray system, the irradiation process does not make the
product radioactive.  Food is safe to eat immediately after processing.

     The total time required to process different products varies, primarily
reflecting (i) the different radiation doses required for different purposes
(e.g., insect disinfestations requires a lower dose than does elimination of
microorganisms), and (ii) the density of the product being irradiated.  A
higher or lower dose (but always within the range approved) can be applied by
increasing or decreasing the time of exposure of the food to the radioactive
source.  Dosimeters, which measure the level of irradiation, are placed in and
around the product being irradiated, and they allow the Company's personnel to
ensure that proper levels have been achieved.  With the addition of
refrigeration inside the facility, and the current supply of Cobalt 60, the
plant can handle any and all products in an efficient manner.

Personnel

     As of December 31, 2003, the Company had seven employees.

Cobalt 60 Supply

    During March 2003, the Company ordered an additional 800,000 curies
for $1,119,413 plus freight and installation from MDS Nordion. The Company has
in place approximately 1,253,398 curies of Cobalt 60. The level
of radioactivity of Cobalt 60 declines at approximately 12% per year, and
new Cobalt 60 must, from time to time, be purchased to maintain an
appropriate radiation level. The amount of Cobalt 60 maintained is
determined by the business needs of the Company. Nordion is the
Company's supplier of Cobalt 60 and has agreed to sell to the Company all
of its requirements for Cobalt 60, and to accept the return of all used
Cobalt 60 that have reached the end of its useful life.  Cobalt 60 is
available from several sources. See "Agreements with MDS Nordion"
below.

Additional Uses for Irradiation

Research Services

     The Company currently has agreements with industries,
universities and government agencies to provide research and testing.

Medical Products, Books and Records and Packaging

The Company provides irradiation services for the sterilization of medical
products and devices, books and records and packaging materials.

Plant Safety

Safety to Surrounding Community

     While a radiation source does require special handling, the necessary
precautions are well understood and practiced daily at numerous medical
supply irradiation plants already in operation.  An irradiator is not a
nuclear reactor. The process does not involve any nuclear reaction It is
simply a processing plant containing a shielded area where items are
exposed to a source of energy.

     The Company's irradiation processing activities will not produce harmful
solid, liquid or gas effluents or pollutants.

Safety to Plant Workers

     As a result of long experience in designing and operating similar types of
irradiation facilities, the necessary precautions for worker safety in an
irradiation facility are well understood.  These precautions are enforced by
several federal and state agencies in the United States.  The Bureau of
Radiation Control, Radioactive Materials Section of the Florida
Department of Health inspects the facility on an annual basis.  The USDA
inspects the premises whenever the Company is processing meats or
poultry and the U.S. FDA inspects operations relating to both food and
medical items.

Regulatory Matters


     In the United States, primary responsibility for approval of food
irradiation rests with the FDA. No irradiated food can be sold, unless the
FDA has found that irradiation of a particular food, at specified doses, is
both safe and generally effective for the intended purpose.  To date, the
FDA has approved the irradiation of red meats, poultry and shell eggs for
the control of disease-causing microorganisms, the irradiation of all fresh
fruits and vegetables for insect disinfestation and shelf life extension, the
irradiation of spices for sterilization, and the irradiation of pork for the
control of trichinosis. Petitions for the approval of the irradiation of
shellfish and Ready-to-Eat luncheon meats are presently pending.

     In general, no further approvals are necessary for the sale of
irradiated fresh fruits and vegetables for shelf life extension or quarantine
treatment in the United States.  However, the shipment of any irradiated
food for export will be subject to the rules of the country of destination.
There have been illnesses caused by certain bacteria and parasites in fresh
foods and the dose level required for irradiation to provide safety from
these organisms is higher than currently allowed and will require an
additional approval from the FDA. Some states and countries require that
certain foods be quarantined on import to prevent the establishment or
spread of insects commonly carried by the food.  The Company has had
discussions with a number of parties regarding the use of irradiation for
fruit and vegetables for export and for shipment between the southern
states in the United States and has successfully irradiated products for
quarantine treatment that have been accepted by California and Texas.

     The USDA also regulates any processing of meat and poultry, whether for
irradiation, packaging or otherwise.  The USDA has promulgated rules
relating to such processing to ensure that the food remains safe and
wholesome.  In general, such rules establish standards for the
implementation of the approval established by the FDA, and relate to such
matters as good handling and processing practices.  These rules deal with
such matters as (i) minimum irradiation levels to assure effective
treatment; (ii) temperature standards to prevent thawing of frozen foods;
(iii) requirements for the separation of processed from non-processed
foods; and (iv) labeling requirements.  The USDA has already adopted
rules relating to irradiation processing of pork, poultry and red meat
products.

     The FDA regulates the irradiation of medical devices and similar
products.  The Company is regulated as a contract sterilizer with the
FDA.  Customers having medical products sterilized by the Company must
verify and document that the irradiation process sufficiently sterilizes
their products.

     The Company has obtained a license for the operation of its facility
from the Bureau of Radiation Control, Florida Department of Health,
which regulates the ownership and operation of all irradiation facilities
and equipment in the State of Florida (including, for example, hospital x-
ray equipment).  The agency monitors the facility's operations to make
certain that all safety regulations are being met.

Other Considerations

     The Company recognizes that it is seeking to extend the commercial
irradiation industry into new fields in the United States, and governmental
bodies may seek to impose on the Company and its business regulatory
requirements not now anticipated.  Currently, the transportation and sale
of irradiated foods is now permitted in all 50 states.  Although the
Company is not aware of any significant regulatory requirements
applicable to its proposed business, there can be no assurance that the
Company will not encounter unanticipated regulatory requirements.


Agreements with MDS Nordion

     The Company, in September 1990, entered into an agreement with MDS
Nordion whereby MDS Nordion agreed to provide irradiation equipment
and Cobalt 60 to the Company necessary to operate its irradiation facility.
In order to secure payment of the purchase price, additional loans and
future advances by MDS Nordion to the Company, the Company and
MDS Nordion executed a Convertible Debenture and Mortgage and
Security Agreement, both dated January 15, 1992.  The balance of the debt
at December 31, 2003 was $934,157. This balance consists of $663,194
US (the "Debt"), plus interest accruing at prime plus 1% to December 31,
2003 in the amount of $270,963.

     On October 22, 1991 the Company entered into a Reimbursement
and Indemnity agreement with Nordion whereby Nordion assisted the
Company in obtaining a surety bond in the sum of $600,000 in order to
meet State of Florida facility permit bonding requirements.  In connection
therewith the Company agreed to reimburse Nordion for any liability and
expense which Nordion may sustain as a result of its commitments to the
bond issuer and secured such obligation under a Mortgage and Security
Agreement dated October 22, 1991.  The bond continues to be in effect.

     By agreements dated March 6, 2001, April 17, 2001, May 18, 2001 and
November 20, 2001, the Company and MDS Nordion agreed and further
confirmed that the Debt and any future advances, including payment of
guarantees or indemnities to third parties made by MDS Nordion for the
Company's benefit,  shall be convertible at MDS Nordion's option, at any
time, into Common Stock of the Company.  The applicable conversion
rate is determined based on 70% of the closing price of the Company's
shares of Common Stock listed on NASDAQ, on the last trade date prior
to the exercise of the conversion right. Nordion has waived
its rights to convert interest accruing on the indebtedness
from February 5, 2000 through January 1, 2005.

     On February 4, 2000, in order to simplify and consolidate the existing
security interests securing repayment of the (i) debt and interest; (ii)
indemnity and reimbursement obligations arising from guarantees or
indemnities provided by MDS Nordion to third parties for the Company's
benefit; and (iii) fixture loans or advances, the Company and MDS
Nordion, entered into a new Mortgage and Security Agreement.
Substantially all of the assets of the Company continue to be pledged as
collateral against the obligations of the Company to MDS Nordion.

     In addition to Cobalt 60 purchased from MDS Nordion, MDS Nordion has
stored an additional amount of Cobalt 60 at the Company's facility in
anticipation of the Company's future needs.  At the end of 2003, there
were approximately 1,253,398 curies of Cobalt 60 both owned and stored at
the Company's facility. Title in and to 251,388 curies of Cobalt 60 located
at the facility remains the property of MDS Nordion and may be removed
by MDS Nordion at any time.




Item 2.		Description of Properties

     The Company's irradiation facility and executive office are located
on an approximately 4.33 acre site owned by the Company in Mulberry,
Polk County, Florida.  The Company purchased the site because of its
convenient access to State Road 60, a major transportation artery between
central Florida produce growers and the port facility in Tampa.  Should
the Company's first facility prove successful, the site is sufficiently large
to add one or two additional irradiation chambers, thereby increasing the
capacity of the facility.

     The Company's irradiation facility and executive office comprise
approximately 28,800 square feet, including a 2,600 square foot
warehouse and loading and unloading area, a 3,200 square foot office area,
and a 3,000 square foot irradiation chamber and Cobalt 60 storage cell.
The Company's irradiation processing plant consists of a radiation source,
an automated conveying system and operating safety controls.  The heart
of the plant is the radiation source.  Within the processing chamber, a
water-filled pool, approximately 28 feet deep, is used to shield and store
the radiation source in the "off" position.  The pool is enclosed in a
radiation proof chamber, a double safeguard against the escape of any
radiant energy.  The concrete walls and roof of the processing chamber are
approximately 6 feet thick and, during the times that the source is out of
the pool in the "on" positions will provide safe shielding of adjacent areas
such as the control room, work floor, offices and outdoor grounds.  The
control room contains operating and safety controls.  The conveying
system is used to transport products to and from the processing chamber.
The Company's facility is designed to operate 24 hours per day, seven
days per week.  Although the Company currently has available
approximately 1,253,398 curies of Cobalt 60, the facility is designed to meet
international standards of radiation protection with an installed source of
7,000,000 curies.  The capacity of the source racks, however, will only
permit a maximum of 5,000,000 curies of Cobalt 60 to be installed.

     As indicated in Item I, substantially all of the assets of the
Company are pledged as collateral against the obligation to Nordion.

Item 3.		Legal Proceedings


     On March 24, 2000, Pegasus Foods Canada, Inc. filed a lawsuit against the
Company alleging that certain seafood products irradiated by the Company were
adversely affected by the process.  The lawsuit alleged damages in excess of
$2,000,000 and lost profits in excess of $6,000,000.  On February 23, 2004, the
Company executed a confidential settlement agreement with the plaintiff, as a
result of which, the plaintiff will not collect any damages, costs or fees from
the Company.  As a part of the settlement, a final judgment was entered in
favor of the plaintiff, but this judgment is not enforceable against the
Company or against the assets of the Company.

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

		None

                                    PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

(a) The following table shows the range of closing bid prices for the Company's
    Common Stock in the NASDAQ SmallCap market for the calendar quarters
    indicated. The quotations represent prices in the over-the-counter market
    between dealers in securities, do not include retail mark-up, markdown, or
    commissions and do not necessarily represent actual transactions.

                                                        BID PRICES
                                                        ----------
         2002                                          High      Low
         ----                                          ----      ---
     First Quarter                                     $1.68   $1.09
     Second Quarter                                     1.29     .72
     Third Quarter                                      1.73     .54
     Fourth Quarter                                     1.77     .85

         2003                                          High      Low
         ----                                          ----      ---
     First Quarter                                     $1.19    $.80
     Second Quarter                                     1.20     .95
     Third Quarter                                      1.24     .80
     Fourth Quarter                                     1.40     .93





(b) As of December 31, 2003,the approximate number of beneficial holders of
Common Stock of the Company was 3,500.

(c) The Company has paid no dividends to date and does not anticipate paying any
for the foreseeable future.


Item 6. Management's Discussion and Analysis

Plan of Operations

     The Company had revenues of $1,875,994 during 2003.  This compares to
revenues of $1,198,151 for the same period in 2002 and reflects an increase of
approximately 56 % between the two years.  As a result of this increase in
revenues, the Company's operations reflected a profit of $397,480 for 2003
compared to a loss of ($261,774) for 2002.

     Management attributes the increase in revenue during 2003 to the impact of
a large intermittent customer and significant growth in our customer base.  The
Company has several non-food customers that require irradiation services on an
intermittent basis.  One such customer required services only during the first
quarter of 2002 but used the Company's services during the last three quarters
of 2003.   This customer accounted for approximately 50% of revenues during
2003 and 19.2% of revenues during 2002.  This customer has not requested the
Company's services during the first quarter of 2004 and has not indicated if
they will require services during the remainder of 2004.  A second customer,
that requires irradiation for all products produced, accounted for 14.8% of
revenues during 2003 and 4.8% during 2002.  Overall, our customer base
increased during 2003 for all categories.

     Processing costs as a percentage of revenues decreased from 30.8% in 2002
to 20.5% in 2003.  Processing costs were very similar between years ($369,399 in
2002 versus $385,177 in 2003), which reflects the fact that such costs are
relatively fixed.  Selling, General and Administrative expenses as a percentage
of revenues decreased from 59.1% in 2002 to 34.6% in 2003.  Actual Selling,
General and Administrative expenses decreased from $707,904 in 2002 to $650,335
in 2003.  Management attributes much of this decrease to costs associated with
the introduction of a branded line of irradiated food in 2002 that did not recur
in 2003.

     The revenues realized in 2003 have enabled the Company to enhance its
ability to accommodate future customer growth.  The Company was able to purchase
additional curies of Cobalt 60 during 2003 without incurring long-term debt.
This allows for normal degradation of existing Cobalt 60 and provides additional
processing capacity for the next few years.

     Two events occurred near the end of 2003 which should enhance revenues
From food products during 2004.  One event was the State of California
expanding  the number of tropical fruits grown in South Florida that can be
irradiated for the disinfestation of Caribbean fruit flies and sold in
California.  The number of eligible tropical fruit types was expanded from two
to over eighty.  The second event was the bankruptcy of a major competitor.
Although there is no assurance,Management believes that the Company will be
irradiating the majority of the
volume of ground beef previously irradiated by that competitor by the beginning
of the second quarter of 2004.   These revenues should at least partly mitigate
the absence of the large intermittent customer although such revenues will not
be fully realized until the second quarter of 2004.

     At December 31, 2003, the Company had cash of approximately $89,410.
Operating costs in 2003 were approximately $1,478,514; up from $1,459,925 in
2002. Management attributes this increase primarily to higher depreciation
resulting from the purchase of additional Cobalt 60.  Depreciation increased
from $313,888 in 2002 to $380,446 in 2003.

     At December 31, 2003, the Company's outstanding debt to Nordion amounted
to $934,157 which is evidenced by a Note and Mortgage and Security Agreement.
The debt, which includes interest of $270,963, bears interest at prime plus 1%.
Such debt is due and payable on demand.



Item 7. 		Financial Statements

     Reference is made to the Company's Financial Statements included
herewith.



Item 8. 	Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

      None.

Item 8(a)   Controls and Procedures

     The Company's principal executive officer and principal executive officer
and principal financial officer evaluated the Company's disclosure controls and
procedures (as defined in Rule 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934, as amended) as of December 31, 2003 (the "Evaluation
Date").  Based on that evaluation, the principal executive officer and
principal financial officer of the Company concluded that, as of the Evaluation
Date, the disclosure controls and procedures, established by the Company, were
adequate to ensure that information required to be disclosed by the Company in
reports that the Company files under the Exchange Act, is recorded, processed,
summarized and reported on a timely basis in accordance with applicable rules
and regulations.

     There were no changes in the internal controls over financial reporting
during the fourth quarter ended December 31, 2003 that has materially affected,
or is easonably likely to materially affect, the Company's internal controls
over financial reporting.



                                  PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(a) of the Exchange Act

Directors and Executive Officers of the Company.

    Reference is made to the Company's Proxy Statement to be used in
conjunction with the 2004 Annual Shareholders Meeting scheduled to be held on
May 26, 2004.


Item 10. Executive Compensation


     Reference is made to the Company's Proxy Statement to be used in
conjunction with the 2004 Annual Shareholders Meeting scheduled to be held
on May 26, 2004.



Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters

   Reference is made to the Company's Proxy Statement to be used in
conjunction with the 2004 Annual Shareholders Meeting scheduled to be held on
May 26, 2004.


Item 12. Certain Relationships and Related Transactions


    See Item 1 Business-"Agreements with MDS Nordion."


Item 13. Exhibits and Report on Form 8-K

   (a)  Exhibits
         --------
     (1) Articles of Incorporation. Reference is made to Exhibit 3.1
         included in the Company's Registration Statement on Form S-18
         (File No. 33-36838-A).
     (2) By-Laws. Reference is made to Exhibit 3.2 included in the
         Company's Registration Statement on Form S-18 (File No.
         33-36838-A).
    (10) Agreements entered into by the Company with MDS Nordion

              *(a) Reimbursement and Indemnity Agreement dated October 22, 1991
              *(b) Agreement dated December 11, 1991
              *(c) Debenture dated January 15, 1992
              *(d) Copy of Security & Mortgage Agreement dated January 15, 1992
              *(e) Financing Agreement dated February 21, 1992
              *(f) Security Agreement dated February 21, 1992
             **(g) Letter Agreement dated March 31, 1994 and April 13, 1994
            ***(h) Modification Agreement
    (14) Draft Code of Ethics****.
    (31) Rule 13a-14(a)/15d-14(a) Certifications****
    (32) Section 1350 Certification****

      * Reference is made to Exhibit (c)(3)included in the Company's Form
        10-KSB Report filed for the year ended December 31, 1991.

     ** Reference is made to Exhibit 10(g) included in the Company's Form
        10-KSB Report filed for the year ended December 31, 1994.

    *** Reference is made to Exhibit 10(h) included in the Company's Form
        10-KSB Report filed for the year ended December 31, 2000

   **** Filed herewith.

   (b) Reports on Form 8-K

         No reports on Form 8-K were filed during the fourth quarter of the
         year ended December 31, 2003.


Item 14. 	Principle Accounting Fees and Services

          Reference is made to the Company's Proxy Statement to be used in
conjunction with the 2004 Annual Shareholders Meeting scheduled to be held on
May 26, 2004.



                                    SIGNATURES
                                    ----------
    Pursuant to the requirements of Section 13 or 15(d) 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 as of the
24th day of March 2004.

                                 FOOD TECHNOLOGY SERVICE, INC.


                                 By: /S/ Richard G. Hunter, Ph.D
                                    ---------------------------
                                     Richard G. Hunter, Ph.D,
                                     Chief Executive Officer and
                                     Chief Financial Officer



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


   Name                              Title                       Date
   ----                              -----                       ----

  /S/  Richard G. Hunter             Director                March 24, 2004
- ---------------------------
Richard G. Hunter, Ph.D.

  /S/  Thomas J. Daw                 Director                March 24, 2004
- ---------------------------
Thomas J. Daw

  /S/                                Director                March 24, 2004
- ---------------------------
Frank M. Fraser

  /S/  David Nicholds                Director                March 24, 2004
- ---------------------------
David Nicholds

  /S/                                Director                March 24, 2004
- ---------------------------
John T. Sinnott, M.D., F.A.C.P


  /S/ Michael W. Thomas              Director                March 24, 2004
- ---------------------------
Michael W. Thomas .




























FOOD TECHNOLOGY SERVICE, INC.


INDEX TO FINANCIAL STATEMENTS







Report of Independent Certified Public Accountants

Financial Statements:

	Balance Sheets - December 31, 2003 and 2002

	Statements of Operations - Years Ended
	              December 31, 2003, 2002 and 2001

	Statement of Stockholders' Equity - Years Ended
	              December 31, 2003, 2002 and 2001

	Statements of Cash Flows - Years Ended
	              December 31, 2003, 2002 and 2001

	Notes to Financial Statements


























REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Board of Directors
and Stockholders
Food Technology Service, Inc.


     We have audited the accompanying balance sheets of Food Technology
Service, Inc. as of December 31, 2003 and 2002 and the related statements of
operations, stockholders' equity, and cash flows for each of the three years
in the period ended December 31, 2003.  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 audit 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 also 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 Food Technology Service,
Inc. as of December 31, 2003 and 2002 and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
2003, in conformity with accounting principles generally accepted in the United
States of America.




FAIRCLOTH & ASSOCIATES, P.A.

/S/ FAIRCLOTH & ASSOCIATES, P.A.
Tampa, Florida
March 5, 2004











FOOD TECHNOLOGY SERVICE, INC.
BALANCE SHEETS


                                                  December 31,
                                               2003          2002

ASSETS

Current Assets:
  Cash                                        $89,410            $73,758
  Accounts Receivable                         152,620            204,020
  Inventory                                     2,690             18,761
                                            ---------          ---------
    Total Current Assets                      244,720            296,539

Property and Equipment:

  Building                                  2,883,675          2,883,675
  Cobalt                                    2,675,756          1,825,000
  Furniture and Equipment                   1,728,817          1,718,417
  Less:  Accumulated Depreciation          (3,728,102)        (3,347,656)
                                            ---------          ---------

                                            3,560,146          3,079,436

  Land                                        171,654            171,654
                                            ---------          ---------

    Total Property and Equipment            3,731,800          3,251,090
                                            ---------          ---------


Other Assets:                                   5,000              5,000
                                            ----------          ---------


    Total Assets                           $3,981,520         $3,552,629

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
















SEE NOTES TO FINANCIAL STATEMENTS

FOOD TECHNOLOGY SERVICE, INC.
BALANCE SHEETS


                                                      December 31,
                                                   2003          2002

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts Payable and
       Accrued Liabilities                    $34,199            $77,361
  Financing Agreement Payable                 934,157            887,584
                                            ----------          ---------
      Total Current Liabilities               968,356            964,945
                                            ----------          ---------

Stockholders' Equity:
  Common Stock $.01 Par Value, Authorized
   20,000,000 Shares, Outstanding 11,001,038
    Shares in 2003 and in 2002                110,010            110,010

  Paid-In Capital                          11,975,577         11,975,577
  Deficit                                  (9,016,423)        (9,413,903)
                                           ----------          ---------

                                            3,069,164          2,671,684

Less-Common Stock Issued for Receivables      (56,000)           (84,000)
                                           ----------          ---------

      Total Stockholders' Equity            3,013,164          2,587,684

Commitments and Contingencies
  (Notes B, I  and J )                             -                  -
                                           ----------          ---------
      Total Liabilities and
            Stockholders' Equity           $3,981,520         $3,552,629
                                           ==========         ==========















               SEE NOTES TO FINANCIAL STATEMENTS


FOOD TECHNOLOGY SERVICE, INC.

STATEMENTS OF OPERATIONS


                                                Year Ended
                                                December 31,
                                      2001          2002          2003


Net Sales                   $1,509,895           $1,198,151          $1,875,994
                            ----------           ----------          ----------
Processing Costs               369,218              369,399             385,177

Selling, General and
  Administrative               641,572              707,904             650,335

Depreciation                   289,983              313,888             380,446

Interest Expense               102,871               68,734              62,556
                            ----------           ----------          ----------

                             1,403,644            1,459,925           1,478,514
                            ----------           ----------          ----------

Income (Loss) before
     Income Taxes              106,251             (261,774)            397,480

Income Taxes                    32,293                                  151,000
                            ----------           ----------          ----------
Income (Loss) before Benefit of
  Tax Loss Carryovers           73,958             (261,774)            246,480

Benefit of Tax
  Loss Carryovers               32,293                                  151,000
                            ----------           ----------          ----------
  Net Income (Loss)           $106,251            ($261,774)           $397,480
                            ==========           ==========          ==========
Net Income (Loss) Per
  Common Share                  $0.010              ($0.025)             $0.036














SEE NOTES TO FINANCIAL STATEMENTS

FOOD TECHNOLOGY SERVICE, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY




                                    Common          Paid-In
                                     Stock          Capital          Deficit


Balance, December 31, 2000          $103,332      $11,469,671     ($9,258,380)
                                    --------       ----------      ----------
  Issuance of 163,636 Shares
    of Stock for $212,584 in
    Receivables and Services           1,636          210,948

  Net Income for Year                                                 106,251
                                    --------       ----------      ----------
Balance, December 31, 2001           104,968       11,680,619      (9,152,129)

  Issuance of 504,201 Shares
     of Stock upon conversion of
     $300,000 of Debt                  5,042          294,958

  Net Loss for Year                                                 (261,774)
                                    --------       ----------      ----------
Balance, December 31, 2002           110,010       11,975,577     (9,413,903)


  Net Income for Year                                                397,480

                                    --------       ----------      ----------
Balance, December 31, 2003          $110,010      $11,975,577    ($9,016,423)
                                    ========       ==========      ==========




















SEE NOTES TO FINANCIAL STATEMENTS

FOOD TECHNOLOGY SERVICE, INC.
STATEMENTS OF CASH FLOWS
                                                      Year Ended
                                                      December 31,
                                      2001              2002              2003
Cash Flows from Operations:
  Cash Received from Customers   $1,409,409        $1,173,925       $1,927,395
  Interest Paid                     (36,141)           (3,044)         (15,983)
  Cash Paid for Operating
    Expenses                       (988,447)       (1,036,993)      (1,034,605)
                                   --------         ---------       ----------
                                    384,821           133,888          876,807
Cash Flows from Investing:
  Purchase of Equipment and Cobalt (537,979)           (8,536)        (861,155)
                                   --------         ---------       ----------
                                   (537,979)           (8,536)        (861,155)

Cash Flows from Financing Activities:
  Proceeds from Sale of Common Stock                   93,460
  Proceeds from Borrowing           150,000
  Payment of Loans                                   (250,000)
  Repayment of Employee Advances
                                   --------         ---------       ---------
                                    150,000         (156,540)               0

Net Increase (Decrease) in Cash     (3,158)          (31,188)          15,652

Cash at Beginning of Year           108,104           104,946          73,758
                                   --------         ---------       ----------
Cash at End of Year                $104,946           $73,758         $89,410
                                   ========           =======         =======
Reconciliation of Net Loss to
  Net Cash Provided
    (Used) by Operations:
  Net Income (Loss)                $106,251        ($261,774)        $397,480

Adjustments to Reconcile
  Net Income (Loss) to Cash
    Provided or Used:
  Depreciation                      289,983          313,888          380,446
  Non Cash Payments of Interest
     and Salaries                    97,229           93,699           74,573
  (Increase)Decrease
      in Receivables                (99,818)         (24,227)          51,400
  (Increase) Decrease in
      Inventory                      (8,070)         (10,690)          16,070
  Increase (Decrease) in
      Payables and Accruals            (754)          23,002          (43,162)
                                   --------         ---------       ----------

Net Cash Provided (Used) by
   Operating Activities            $384,821         $133,898          $876,807
                                  =========         ========         =========



SEE NOTES TO FINANCIAL STATEMENTS



FOOD TECHNOLOGY SERVICE, INC.
STATEMENTS OF CASH FLOWS




Supplemental schedule of non-cash investing and financing activities.

The Company issued common stock for receivables of $182,205 and services of
$30,499 in 2001 and debt of $300,000 in 2002.

The Company also converted  $66,730 , $65,690 and $45,573  of interest expense
to debt in 2001, 2002, and 2003 respectively.

Also receivables of $28,000 per year were forgiven for services in 2002 and
2003 (See Note C).





































SEE NOTES TO FINANCIAL STATEMENTS


FOOD TECHNOLOGY SERVICE, INC.

NOTES TO FINANCIAL STATEMENTS
December 31, 2003



Note A - Summary of Significant Accounting Policies:

A summary of the Company's significant accounting policies consistently applied
in the preparation of the accompanying financial statements follows:

1.  Nature of Business

The Company was organized in December 1985 to engage in the business of
operating a gamma irradiation facility using Cobalt 60 to extend the shelf life
of and/or disinfect fruits, vegetables and meat products and for the
terilization of medical, surgical, pharmaceutical and packaging materials.


2.  Use of Estimates

Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles.  These estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.  Actual results could vary from the estimates that were assumed in
preparing the financial statements.



3.  Fair Value of Financial Instruments

The fair value of financial instruments has been valued at the prevailing prime
interest rate plus 1%.  The fair value approximates the carrying amount of
debt.



Note A - Summary of Significant Accounting Policies (continued):

4.  Revenue Recognition

Sales are recorded by the Company when the customer's product has been
processed.


5.  Research and Development Costs

Research and development costs are charged to expense as incurred.  Such costs
have not been significant to date.


6.  Depreciation

Assets other than Cobalt have been depreciated using the straight-line method
over the following lives for both financial statement and tax purposes:

     Building                     31.5 Years

     Furniture and Equipment         5-15 Years

Cobalt has been depreciated using engineering estimates from published tables
under which one-half of the remaining value is written off over 5.26 year
periods.

Estimated useful lives are periodically reviewed and if warranted, changes will
be made resulting in acceleration of depreciation.



7.  Net Loss Per Share

Basic net loss per share is computed using the weighted average number of
common shares outstanding.  Diluted earnings per share are not presented
because the result of using common stock equivalents in the computation is
antidilutive.


8. Comprehensive Income

The only component of comprehensive income the Company has is net income.


9. Stock Option Plans

The Company has various stock option plans for employees and other individuals
providing services to or serving as Directors of the Company. (See Note G ) The
Company accounts for these plans under the recognition and measurement
principles of APB No. 25, and related interpretations.  Accordingly,
compensation expense is recognized only when options are granted at an exercise
price below the market price at date of grant.

If the fair value method described in SFAS No. 123 had been adopted, the net
impact on the 2001, 2002, and 2003 net income would not have been material.


Note B - The Company as a Going Concern:

Management is of the opinion that the company will continue operations through
December 31, 2004 based on the following:

The Company's cash flows from operations have been $384,421, $133,888, and
$876,807 for 2001, 2002, and 2003, respectively.

The Company's supplier (Note D ) and major creditor, MDS Nordion, has
guaranteed a line of credit of $500,000 from a bank.  Any future draws against
this line must be approved by Nordion.  At December 31, 2003, $500,000 of
this amount is available to fund 2004     operations.

The Company is processing poultry and  meat products  under the provisions of
USDA regulations.  However, revenues to date from such products have been
nominal.  The Company anticipates that revenue from processing packaging
materials, medical supplies and other products, together with its unused
credit line of $500,000, will be sufficient to cover operating costs through
December 31, 2004.

Note C - Receivables from Directors and Employees:

Pursuant to an employment agreement and stock option plans during 2001 the
Company issued to Directors and employees 142,500 shares of common stock for
receivables of $182,085.  Of this amount $112,000 was due from the President
 under the provisions of an employment contract.  Such amount is being forgiven
$28,000 per year and charged to expense over a four year period
commencing September 1, 2001. The total receivables have been recorded as a
reduction to equity pending collection or expensing.


Note D - Financing Agreement:

Financing agreement to supplier due on
demand plus interest at 1% over prime                    $  663,194

Accrued interest                                            270,963
                                                         ----------
                                                         $  934,157
                                                        ===========

At December 31, 1999 the Company owed MDS Nordion, Inc. $378,598 (payable  in
Canadian  currency), $375,732 in cash advances and $200,146 in accrued interest
totaling $954,476.     Such debt was all due January 5, 2001.

On March 6, 2000,  as amended on May 18, 2000  the parties agreed to simplify
and consolidate the debt as follows. The total amount of the indebtedness at
February 4, 2000 was $963,194     in U. S. dollars, which included $22,114
accrued interest.  The parties further agreed that the payable debt, interest
accruing thereon, and any future advances remain, at Nordion's option,
convertible at any time into common shares of the Company at 70% of the market
value at date of conversion.  On various dates Nordion has agreed to waive its
rights  to convert interest accruing on the indebtedness from February 5, 2000
through January 1, 2005.

On January 23, 2001 Nordion agreed to change the due date of the debt from
January 5, 2001 to a due on demand basis.

Effective December 17, 2002 Nordion converted $300,000 of debt for 504,201
shares of stock. Such amount was 70% of the closing market price on
December 16, 2002.

All assets of the Company collateralize all sums advanced by the supplier,
including accrued interest.

Note E - Income Taxes:

The Company has unused operating loss carryforwards available at December 31,
2003 of $8,875,228 for tax and financial reporting purposes.  The loss
carryforwards expire as follows:

                                    Amount
Year                     Tax                      Book
- ----             -----------              -------------
2006           $      156,162            $      137,432
2007                1,352,015                 1,352,015
2008                1,297,455                   945,703
2009                1,239,590                 1,239,696
2010                1,262,386                 1,292,314
2011                1,048,800                 1,065,209
2012                  688,497                   983,017
2018                  647,342                   573,699
2019                  840,410                   881,875
2020                   86,215                   147,912
2022                  256,356                   256,356
                 -----------              --------------
                $   8,875,228             $   8,875,228
                =============             ==============

Deferred income taxes reflect the estimated tax effect of temporary differences
between assets and liabilities for financial reporting purposes and those
amounts as measured by tax laws and net operating losses.  The components of
deferred income tax assets and liabilities at December 31, 2003 and 2002 were
as follows:

                                         2003                 2002

Net operating loss carryforwards     $3,339,748            $3,491,121

Net deferred tax assets               3,339,748             3,491,121
                                     ----------            ----------
Less - Reserve                       (3,339,748)           (3,491,121)
                                     ----------            ----------
                                     $        0            $        0
                                     ==========            ==========

The net deferred tax assets have been fully reserved because there is less
than a 50% chance that they will be utilized.

Note F - Stock Offerings:

During 2001 the Company issued 20,000 shares to its President pursuant to an
employment agreement and 1,136 shares to an individual for public relations
services.  In addition 142,500 shares were issued for $182,085 in receivables
pursuant to stock option plans. Such receivables plus $23,375 remaining from
2000 were recorded as a reduction to Stockholders' Equity pending collection
(See Note C).

All shares issued for services have been ascribed the market value on the dates
they were earned.

Note G - Stock Purchase Warrants and Stock Options:

The Company's policy is to issue warrants and options at or above the market
value on the issue date, except for non-employee Directors in 1999.
Accordingly, compensation has been recorded for warrants or options granted
only to such Directors.

On November 11, 1996 the Company agreed to issue its former President 10,000
shares for services. The Company also granted him options to purchase up to
20,000 shares of stock  per year at $1 per share  during the five year period
ended December 8, 2001.  Such options were exercised 20,000 shares in 1998,
32,000 shares in 1999, 8,000 shares in 2000 and 40,000 shares in 2001.

On May 18, 1992, the Stockholders approved the 1992 Incentive and Non-Statutory
Stock Option Plan (the 1992 Plan) and on June 23, 2000 the Stockholders
Approved the 2000 Incentive and Non-Statutory  Stock Option Plan (the 2000
Plan).

The Plans are administered by the Board of Directors who are authorized to
grant incentive stock options (ISO's) or non-statutory options (NQO's), to
Officers and employees of the Company and for certain other individuals
providing services to or serving as Directors of the Company.

Upon approval of the 2000 Plan no further options will be granted under the
1992 Plan.  The maximum number of shares of the Company's Stock that may be
issued under the 2000 Plan is 500,000 shares of which options to purchase
202,000 shares were granted in 2001, 20,000 were granted in 2002 and 60,000
were granted in 2003.

The aggregate fair market value (determined at the time an ISO is granted) of
the Common Stock with respect to which ISO's are exercisable for the first time
by any person during any calendar year under the Plans shall not exceed
$100,000.  Any option granted in excess of the foregoing limitation shall be
specifically designated as being a NQO.

On August 25, 1992, the Board of Directors authorized and issued options to buy
122,000 shares at $8.75 per share.  On August 7, 1998 the remaining 78,000 of
these options were canceled and new options to purchase 105,000 shares at $2.75
per share were issued. Such price was the market value on August 7, 1998;
accordingly, no compensation was charged to operations.

The options are exercisable 20% of the authorized amount immediately and 20% in
each of  the following four years.  ISO's and NQO's granted to an optionee
terminate 30 to 90 days after termination of employment or other relationship,
except that ISO's and NQO's terminate the earlier of the expiration date of the
option, or 90 to 180 days in the event of death and 180 days to one year in the
event of disability.

On February 9, 1999 the Board of Directors approved an option plan for non-
employee Directors. Under the plan, non-employee Directors received options to
purchase 3,000 shares per year plus 1,000 shares per meeting attended.

Such plan was amended on May 18, 2000 to grant such options on the date a
Director is elected rather than January at the average quoted market price for
the five days preceding the date of grant.  Also such options may be exercised
after one year.  No more than 10,000 shares may be granted to each Director per
year. The plan was further amended on March 1, 2001 to grant each non-employee
Director options to purchase 6,000 (16,000 for the chairman in 2001 only)
shares annually at the market value on the date of grant.  On March 1, 2001
options to purchase 22,000 shares at $1.375 were granted to two Directors and
on May 2, 2002 and May 21,2003 options to purchase 18,000 shares at $.91 and
$1.02  per share, respectively, were granted to  three Directors.

Changes that occurred in options and warrants outstanding are summarized below:

                            2003                2002                2001

                               Average              Average              Average
                              Exercise             Exercise             Exercise
                     Shares     Price     Shares     Price     Shares     Price
Outstanding at
beginning of year  216,556      $1.90    182,556     $2.11     157,156     $2.37

Granted             78,000      $0.99     38,000     $0.99     202,000     $1.43

Exercised                -         -          -         -     (149,000)    $1.34

Expired/canceled    (1,500)     $0.55     (4,000)    $2.75     (27,600)    $2.75
                    -------               -------               -------
Outstanding at
end of year        293,056     $1.90     216,556     $1.90     182,556     $2.11
                   =======               =======               =======
Exercisable at
end of year          124,556     $1.81     71,156     $2.91     47,600     $2.53



Note H - Related Party Transactions:

The Company's supplier of Cobalt and major creditor, MDS Nordion (Nordion)
owns approximately 37.5% of the Company's outstanding common stock ( see
Note D for financing arrangements).

During 2001 the Company purchased 386,589 curies of Cobalt 60 from Nordion for
$514,728 and during March 2003 the Company ordered an additional 800,000 curies
for $1,119,413  plus freight and installation. During 2003 pursuant to this
order 600,000 curies were purchased for $861,155 in cash.


Note I - Concentration and Credit Risk:

Two customers accounted for approximately 65% of the Company's revenue in 2003.

The Company's cash and accounts receivable are subject to potential credit
risk. Management continuously monitors the credit standing of the financial
institutions and customers with which the Company deals.


Note J - Commitments and Contingencies:
     On March 24, 2000, Pegasus Foods Canada, Inc. filed a lawsuit against the
Company alleging that certain seafood products irradiated by the Company were
adversely affected by the process.  The lawsuit alleged damages in excess of
$2,000,000 and lost profits in excess of $6,000,000.  On February 23, 2004, the
Company executed a confidential settlement agreement with the plaintiff, as a
result of which, the plaintiff will not collect any damages, costs or fees from
the Company.  As a part of the settlement, a final judgment was entered in favor
of the plaintiff, but this judgment is not enforceable against the Company or
against the assets of the Company.

EX-14

Exhibit 14

CODE OF ETHICS
OF
FOOD TECHNOLOGY SERVICE, INC.


Purpose

     Food Technology Service, Inc. (the "Company") is committed to the highest
level of ethical behavior.  The Company's business success depends upon the
reputation of the Company and its directors, officer and employees to perform
with the highest level of integrity and principled business conduct.

     This Code of Ethics ("Code") applies to all directors, officers and
employees of the Company, including the Company's principal executive officer
and principal financial officer, (collectively, "Covered Persons").  This Code
is designed to deter wrongdoing and to promote:

*     Honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships;

*     Full, fair, accurate, timely, and understandable disclosure in reports
and documents that a registrant files with, or submits to, the Commission and
in other public communications made by the registrant;

*     Compliance with applicable governmental laws, rules and regulations;

*     The prompt internal reporting to an appropriate person or persons
identified in the code of violations of the code; and

*     Accountability for adherence to the code.

     Each Covered Person must conduct himself or herself in accordance with
this Code and must seek to avoid even the appearance of improper behavior.

     This Code is not intended to cover every applicable law or provide answers
to all questions that might arise; for that the Company relies on each person's
sense of what is right, including a sense of when it is appropriate to seek
guidance from others on an appropriate course of conduct.

Honest And Ethical Conduct

     Each Covered Person must always conduct himself or herself in an honest
And ethical manner.  Each Covered Person must act with the highest standards of
personal and professional integrity and must not tolerate others who attempt to
deceive or evade responsibility for actions.  Honest and ethical conduct must be
a driving force in every decision made by a Covered Person while performing his
or her duties for the Company.  When in doubt whether an action is honest and
ethical, seek advice from your immediate supervisor or senior management as
appropriate.

Conflicts Of Interest

     The term "conflict of interest" refers to any circumstance which would
Cast doubt on a Covered Person's ability to act objectively when representing
The Company's interest.  Covered Persons should not use their position or
association with the Company for their own or their family's personal gain and
should avoid situations in which their personal interests (or those of their
family) conflict or overlap, or appear to conflict or overlap, with the
Company's best interests.

     Some examples of situations which could give rise to a conflict of
Interest are given below.  These examples do not limit the general scope of
this policy.

*     If a Covered Person's association with (or financial interest in) another
person or entity would reasonably be expected to interfere with the employee or
director's independent judgment in the Company's best interest, that association
or financial interest creates a conflict of interest.

*     Holding of a financial interest in any present or potential competitor,
customer, supplier, or contractor unless the business or enterprise in which the
associate holds a financial interest is publicly owned and the financial
interest constitutes less than five percent (5%) of the ownership of that
business or enterprise.

*     Acceptance of a membership on the Board of Directors or serving as a
consultant or advisor to any board of any management of a business which is a
present or potential competitor, customer, supplier, or contractor unless
approved in writing by the Chief Executive Officer.

*     Engaging in any transaction involving the Company from which the
associate can benefit, financially or otherwise, apart from regular
compensation received in the usual course of business.  This prohibition is
intended to include lending or borrowing of money, guaranteeing debts, or
accepting gifts, entertainment, or favors from a present or potential
competitor, customer, supplier, or contractor.

*     Use or disclosure to a third party of any unpublished information
obtained by a Covered Person in connection with his or her employment for
personal benefit.

     It is our policy and it is expected that all Covered Persons should
endeavor to avoid all situations that present an actual or apparent conflict of
interest. All actual or apparent conflicts of interest between personal and
professional relationships must be handled honestly and ethically.  If such
person believes he or she may have a conflict of interest, that Covered Person
must report the situation and seek guidance from the appropriate party.  For
purposes of this Code, directors, including the Chairman of the Board, the
chief executive officer, and the chief financial officer shall report any such
situations to the Chairman of the Audit Committee.  Officers (other than the
chief executive officer and chief financial officer) and employees of the
Company shall report any such situations to their immediate supervisor.  It
is the responsibility of the Audit Committee Chairman to determine if a
conflict of interest exists or whether such situation is likely to impair the
Covered Persons ability to perform his or her assigned duties with the
Company, and if such situation is determined to present a conflict, to
determine the necessary resolution.

     Loans are expressly prohibited from the Company to all Directors and
Executive Officers.

Compliance With Applicable Laws, Rules And Regulations

     Compliance with applicable governmental laws, rules and regulations, and
applicable rules and standards of any national securities exchange on which the
Company's securities are listed, both in letter and in spirit, is one of the
foundations on which this Company's ethical policies are built.  Each Covered
Person must understand and take responsibility for complying with the
Applicable governmental laws, rules and regulations of the cities, states and
countries in which the Company operates, and for complying with the applicable
rules and standards of any national securities exchange on which the Company's
securities are listed.

Rules To Promote Full, Fair, Accurate, Timely And Understand-Able Disclosure

As a public company, The Company has a responsibility to report financial
information to security holders so that they are provided accurate information
in all material respects about the Company's financial condition and results of
operations.  It is the policy of the Company to fully and fairly disclose the
financial condition of the Company in compliance with applicable accounting
principles, laws, rules and regulations. Further, it is the Company's policy to
promote full, fair, accurate, timely and understandable disclosure in all
Company reports required to be filed with, or submitted to, the Securities and
Exchange Commission ("SEC") as required by applicable laws, rules and
regulations then in effect, and in other public communications made by the
Company.

Covered Persons may be called upon to provide or prepare necessary information
to ensure that the Company's public reports are complete, fair and
understandable.  The Company expects Covered Persons to take this
responsibility seriously and to provide accurate information related to the
Company's public disclosure requirements.

All books and records of the Company shall fully and fairly reflect all Company
transactions in accordance with accounting principles generally accepted in the
United States of America, and any other financial reporting or accounting
regulations to which the Company is subject.  No entries to the Company's books
and records shall be made or omitted to intentionally conceal or disguise the
true nature of any transaction.  Covered Persons shall maintain all Company
books and records in accordance with the Company's record retention policy.

All Covered Persons must report to the Company any questionable accounting or
auditing matters that may come to their attention.  This applies to all
operating reports or records prepared for internal or external purposes, such
as sales or backlog information.  If any Covered Person has concerns or
complaints regarding questionable accounting or auditing matters of the
Company, the Covered Person should contact their immediate supervisor on a
confidential basis.  If the immediate supervisor is involved in the
questionable accounting or auditing matter, or doesn't timely resolve the
Covered Person's concern, the Covered Person should submit their concern to
 any of the following on a confidential basis: the principal executive officer,
the principal financial officer.

Corporate Opportunities

     Directors and employees are prohibited from taking for themselves
opportunities that are discovered through the use of corporate property,
information or position, or using corporate property, information or position
for personal gain.  Directors and employees owe a duty to the Company to
advance its legitimate interest when the opportunity to do so arises.


Confidentiality

     Directors and employees must maintain the confidentiality of non-public,
proprietary information entrusted to them by the Company, its customers or its
suppliers and use that information only to further the business interests of
the Company, except where disclosure or other use is authorized by the Company
or legally mandated.  This includes information disseminated to employees in an
effort to keep them informed or in connection with their work activities, but
with the instruction, confidential labeling, or reasonable expectation that the
information be kept confidential.

Trading On Insider Information

     Inside information includes any non-public information, whether
favorable or unfavorable, that investors generally consider important in
making investment decisions.  Examples including financial results not yet
released, imminent regulatory approval of an alliance or other significant
matter such as the purchase or sale of a business unit or significant assets,
threatened litigation, or other significant facts about a business.  No
 information obtained as the result of employment at, or a director's service
on the Board of, the Company may be used for personal profit or as the basis
for a "tip" toothers unless such information is first made generally available
to the public.

Protection And Proper Use Of Company Assets

     Directors and employees should protect the Company's assets and ensure
their efficient use.  Theft, carelessness and waste have an adverse impact on
the Company and its profitability.  Company assets may only be used for
legitimate the Company business purposes.

Intellectual Property

     The Company expends a great deal of time, effort and money to protect our
intellectual property.  We are sensitive to issues regarding the improper use
of our intellectual property and avoiding the improper use of intellectual
property of others, including but not limited to copyrights, trademarks, trade
secrets and patents.  In fulfillment of our legal obligations with respect to
intellectual property rights, the Company adheres to copyright laws, including
the application of those laws to copyrighted work in print, video, music,
computer software or other electronic formats.  Employees must not make any
unauthorized reproduction of any copyrighted work.

Reporting Of Violations Of The Code

     Any Covered Person who becomes aware of any violation of the Code must
promptly bring the violation to the attention of the appropriate party as
follows: Directors, the Company's principal executive officer and the principal
financial officer shall report on a confidential basis any violations to the
Chairman of the Audit Committee; officers and employees of the Company shall
report any violations to the Company's Chairman of the Board, principal
executive officer or principal financial officer.

Compliance With Code

     All issues of non-compliance with this policy will be reviewed and
evaluated according to the circumstances and severity of the problem.
Senior management will take actions, as it deems appropriate, which can include
disciplinary action up to and including termination of employment, legal action,
and other measures.

Waiver Of The Code

     Any waiver of this Code may be made only by the independent directors on
the Board of Directors or by an authorized committee of the Board of Directors
comprised solely of independent directors, and will be disclosed as required by
law, SEC regulations or the rules and standards of any national securities
exchange on which the Company's securities are listed.

EX-31

Exhibit 31

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, Richard G. Hunter, certify that:

1.	I have reviewed this Annual Report on Form 10-KSB of Food Technology
Service, Inc. (the "Company").

2.	Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statement made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects,
the financial condition, results of operations and cash flows of the Company
as of, and for, the periods presented in this report;

4.	The Company's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15d-15(e) and 15d-15(e)) for the Company and have:

	(a)	Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the Company, including its
consolidates subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

	(b)	Evaluated the effectiveness of the Company's disclosure controls and
procedures, and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

	(c)	Disclosed in this report any change in the Company's internal
control over financial reporting that occurred during the Company's fourth
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting; and

5.	The Company's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
Company's auditors and the audit committee of Company's board of directors (or
persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the Company's ability to record, process, summarize
and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's internal control
over financial reporting.

Date:  March 24, 2004

By:  	/s/ Richard G. Hunter, Ph.D.
Chief Executive and Financial Officer

EX-32

Exhibit 32

Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002


In connection with the Annual Report of Food Technology Service, Inc. (the
"Company") on Form 10-KSB for the year ending December 31, 2003 as filed with
the Securities and Exchange Commission on March 24, 2004 (the "Report"),
Richard G. Hunter, as Chief Executive and Financial Officer of the Company
hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

	(1)	The Report fully complies with the requirements of section 13(a) of
the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.

March 24, 2004


							/ s /  Richard G. Hunter, Ph.D.

							Chief Executive and Financial Officer