<PAGE>   1
 
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                   FORM 10-K/A
(MARK ONE)
 
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
      SECURITIES EXCHANGE ACT OF 1934
 
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
                  AMENDMENT NO. 1
 
                                       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 0-22890
 
                          SANGSTAT MEDICAL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                           <C>
                   DELAWARE                                    94-3076-069
         (STATE OR OTHER JURISDICTION                     (I.R.S. EMPLOYER
      OF INCORPORATION OR INCORPORATION)                 IDENTIFICATION NO.)
</TABLE>
 
                                1505 ADAMS DRIVE
                          MENLO PARK, CALIFORNIA 94025
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, ZIP CODE)
 
       Registrant's telephone number, including area code: (415) 328-0300
 
        Securities registered pursuant to Section 12(b) of the Act: None
 
          Securities registered pursuant to Section 12(g) of the Act:
                   Common Stock ($.001 par value per share)
 
     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 a check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not 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-K or any
amendment to this Form 10-K. [  ]
 
     The aggregate market value of voting stock held by non-affiliates of the
Registrant, as of March 10, 1997 was approximately $340,153,573 (based on the
closing price for shares of the Registrant's Common Stock as reported by the
Nasdaq National Market System for the last trading day prior to that date).
Shares of Common Stock held by each officer, director, and holder of 5% or more
of the outstanding Common Stock have been excluded in that such persons may be
deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
 
     On March 10, 1997 approximately 13,139,870 shares of the Registrant's
Common Stock, $.001 par value per share, were outstanding.

                     DOCUMENTS INCORPORATED BY REFERENCE
                                Not Applicable
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                                 FORM 10-K/A

                               AMENDMENT NO. 1

        The undersigned Registrant hereby amends Item 11 of Part III, to read
in full as follows:

                                   PART III

ITEM 11.  EXECUTIVE COMPENSATION
 
SUMMARY OF CASH AND OTHER COMPENSATION
 
     The following table provides certain summary information concerning the
compensation earned by the Company's Chief Executive Officer and four other most
highly compensated executive officers of the Company serving as such as of the
end of the last fiscal year whose compensation for such year was in excess of
$100,000 for services rendered in all capacities to the Company and its
subsidiaries for the 1996, 1995, and 1994 fiscal years. Such individuals will be
hereafter referred to as the Named Executive Officers. No other executive
officer who would otherwise have been includable in such table on the basis of
salary and bonus earned for the 1996 fiscal year resigned or terminated
employment during that fiscal year.
 
                           SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                                       LONG-TERM
                                     ANNUAL COMPENSATION             COMPENSATION
                                 ----------------------------    --------------------
                                                                         AWARDS
                                                                 --------------------
                                                                 NUMBER OF SECURITIES        ALL OTHER
           NAME AND                       SALARY       BONUS           UNDERLYING          COMPENSATION
      PRINCIPAL POSITION         YEAR       ($)         ($)             OPTIONS               ($)(1)
-------------------------------  ----     -------     -------     --------------------     ------------
<S>                              <C>      <C>         <C>         <C>                      <C>
Philippe Pouletty..............  1996     250,000     110,000             35,000              11,470
  President and                  1995     200,000      75,000            110,000               9,618
  Chief Executive Officer        1994     160,000      64,000                 --              10,342
 
David Winter...................  1996     170,000      31,620                 --              11,244
  President and Chief Operating  1995     146,243(2)       --            125,000               7,582
  Officer
 
Ralph Levy.....................  1996     142,708      29,255             10,500               8,243
  Vice President                 1995     120,479      26,205             15,000               7,447
  Operations                     1994     107,854      23,708                 --               8,939
 
Roland Buelow..................  1996     129,167      21,313             10,500               7,766
  Vice President,                1995     120,000      29,625             25,000               6,415
  Research                       1994     111,000      23,310                 --               7,826
 
Robert Floc'h..................  1996     117,286      14,000             10,500               9,266
  Vice President,                1995     123,468      23,680             15,000               9,898
  Pharmaceutical,                1994     103,828      19,727                 --               6,113
  Development and General
  Manager, SangStat Atlantique
</TABLE>
 
---------------
(1) Represents the health insurance premiums paid on behalf of such individuals.
 
(2) David Winter joined SangStat on February 20, 1995 as President and Chief
    Operating Officer. The stated salary is for the period February 20, 1995
    through December 31, 1995.

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                                   SIGNATURES
 
        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this
Amendment to Form 10-K/A to be signed on its behalf by the undersigned,
thereunto duly authorized.
 
Date: April 30, 1997                      SANGSTAT MEDICAL CORPORATION
 
                                          By:      /s/ HENRY N. EDMUNDS
                                            ------------------------------------
                                                  Henry N. Edmunds, Ph.D.
                                                    Vice President and 
                                                  Chief Financial Officer

                                       4
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                               POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

        Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Amendment on Form 10-K/A has been signed below by the following
persons on behalf of the Company and in the capacities and on the dates
indicated.
 
<TABLE>
<CAPTION>
                 SIGNATURE                                 TITLE                     DATE
-------------------------------------------    -----------------------------    ---------------
 
<C>                                            <S>                              <C>
                     *                         Chief Executive Officer          April 30, 1997
-------------------------------------------    and Chairman of the Board
          Philippe Pouletty, M.D.              of Directors (Principal
                                               Executive Officer)

                     *                         President and Chief              April 30, 1997
-------------------------------------------    Operating Officer
             David Winter, M.D.

           /s/ HENRY N. EDMUNDS                Vice President, Chief            April 30, 1997
-------------------------------------------    Financial Officer 
          Henry N. Edmunds, Ph.D.              
 
                     *                         Senior Vice President,           April 30, 1997
-------------------------------------------    Operations and Secretary
                Ralph Levy

                     *                         Director                         April 30, 1997
-------------------------------------------
              Gordon Russell
 
                     *                         Director                         April 30, 1997
-------------------------------------------
         Fredric J. Feldman, Ph.D.
 
                     *                         Director                         April 30, 1997
-------------------------------------------
            Elizabeth Greetham
 
                     *                         Director                         April 30, 1997
-------------------------------------------
            Richard D. Murdock
 
                     *                         Director                         April 30, 1997
-------------------------------------------
        Andrew J. Perlman, M.D., Ph.D.
 
                     *                         Director                         April 30, 1997
-------------------------------------------
               Vincent R. Worms

*By:         /s/ HENRY N. EDMUNDS
     --------------------------------------
       Henry N. Edmunds, Attorney-In-Fact

</TABLE>
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