Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
ANDERSEN K TUCKER
 2. Issuer Name and Ticker or Trading Symbol
MILESTONE SCIENTIFIC INC. [MLSS.OB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

C/O CUMBERLAND ASSOCIATES LLC, 1114 AVENUE OF THE AMERICAS		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
01/24/2007
(Street)


NEW YORK, NY 10036		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock, $.001 par value 09/21/2009   J 100,000 A $ 1.15 (1) 1,588,445 D  
Common Stock, $.001 par value 12/28/2009   J 822,785 A $ 1.58 (2) 2,411,230 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to purchase common stock $ 1.51 01/24/2007   A 100,000     (3) 01/24/2012 Common stock, par value $.001
100,000
(4) 100,000
D
 
Warrants to purchase common stock $ 5 09/05/2007   A 20,000   09/05/2007 09/05/2010 Common stock, par value $.001
20,000
(5) 120,000
D
 
Warrants to purchase common stock $ 5 09/12/2007   A 20,000   09/12/2007 09/12/2010 Common stock, par value $.001
20,000
(5) 140,000
D
 
Warrants to purchase common stock $ 5 10/09/2007   A 40,000   10/09/2007 10/09/2010 Common stock, par value $.001
40,000
(5) 180,000
D
 
Warrants to purchase common stock $ 5 10/30/2007   A 20,000   10/30/2007 10/30/2010 Common stock, par value $.001
20,000
(5) 200,000
D
 
Warrants to purchase common stock $ 5 04/18/2008   A 12,500   04/18/2008 04/18/2011 Common stock, par value $.001
12,500
(5) 212,500
D
 
Warrants to purchase common stock $ 5 05/14/2008   A 17,500   05/14/2008 05/14/2011 Common stock, par value $.001
17,500
(5) 230,000
D
 
Warrants to purchase common stock $ 0.32 12/27/2008   A 45,000   12/27/2008 06/30/2012 Common stock, par value $.001
45,000
(6) 275,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ANDERSEN K TUCKER
C/O CUMBERLAND ASSOCIATES LLC
1114 AVENUE OF THE AMERICAS
NEW YORK, NY 10036		     X    

Signatures

/s/ K. Tucker Andersen 02/18/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares were issued by the Company to the Reporting Person in payment for consulting services rendered.
(2) The shares were issued by the Company to the Reporting Person upon his conversion of a $1.3 million promissory note.
(3) Options vest as follows: One-half on July 24, 2008 and the balance on January 24, 2010.
(4) The options were granted by the Company to the Reporting Person pursuant to the Company's 2004 Stock Option Plan.
(5) The warrants were issued by the Company to the Reporting Person pursuant to a Revolving Line of Credit Promissory Note, dated June 28, 2007 and amended in April 2008, entered into by the Company for the benefit of the Reporting Person.
(6) The warrants were issued by the Company to the Reporting Person pursuant to a Promissory Note, dated December 27, 2008, entered into by the Company for the benefit of the Reporting Person.

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