FORM 10-Q/A-1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
    

(Mark One)

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

For the quarterly period ended March 31, 1997

                                       OR

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

For the transition period             to

Commission file number  1-11394

                                  EDITEK, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                        95-3863205
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporated or organization)                         Identification No.)

1238 Anthony Road, Burlington, North Carolina                        27215
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number including area code:              (910) 226-6311


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

The number of shares of Common Stock,  $.15 par value,  outstanding  as of April
30, 1997 was 49,557,471.

<PAGE>

                                  EDITEK, INC.

                                      INDEX

                                                                          Page

Part I   Financial Information:

         Item 1:

         Consolidated Balance Sheets - March 31, 1997 (Unaudited)
         and December 31, 1996 ............................................ 3

         Consolidated Statements of Operations - Three Months
         Ended March 31, 1997 and 1996 (Unaudited) ........................ 5

         Consolidated Statements of Cash Flows - Three Months
         Ended March 31, 1997 and 1996 (Unaudited) ........................ 6

         Notes to Consolidated Financial Statements........................ 7

         Item 2:

   
         Management's Discussion and Analysis of
         Financial Condition and Results of Operations ....................11


Part II  Other Information ................................................16

         Signatures .................. ....................................17
    
<PAGE>

PART I. FINANCIAL INFORMATION

<TABLE>

                                   EDITEK, Inc.

                            CONSOLIDATED BALANCE SHEETS
<CAPTION>

                                                     March 31        December 31
                                                       1997             1996
                                                   (Unaudited)
                                                  ----------------------------------
                                                           (In thousands)
<S>                                                <C>                <C>

Assets
Current assets
   Cash and cash equivalents                       $          88      $          82
   Accounts receivable:
         Trade, less allowance for
         doubtful accounts ($339-1997; $358-1996)          4,914              4,476
         Other                                                77                 77
                                                  ----------------------------------
                                                           4,991              4,553
   Inventories:
         Raw materials                                       494                488
         Work in process                                     146                146
         Finished goods                                      707                656
                                                  ----------------------------------
                                                           1,347              1,290

   Prepaid expenses and other                                373                140
                                                  ----------------------------------


         Total current assets                              6,799              6,065



Equipment and improvements:
    Furniture and equipment                                9,567              9,200
    Leasehold improvements                                   932                929
                                                  ----------------------------------
                                                          10,499             10,129
    Less accumulated depreciation
         and amortization                                 (8,184)            (7,951)
                                                  ----------------------------------

                                                           2,315              2,178

Goodwill, net                                             15,599             15,836


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


Total assets                                       $      24,713      $      24,079
                                                  ==================================


See notes to consolidated financial statements.

</TABLE>

<PAGE>
<TABLE>

                                   EDITEK, Inc.

                            CONSOLIDATED BALANCE SHEETS
                                    (Continued)

<CAPTION>
                                                     March 31          December 31
                                                       1997               1996
                                                   (Unaudited)
                                                  ----------------------------------
                                                            (In thousands)
<S>                                               <C>                 <C>
Liabilities and stockholders' equity
Current liabilities
   Line of credit                                  $     2,358        $    1,437
   Accounts payable                                      2,703             2,387
   Accrued expenses                                      1,922             2,074
   Current portion of restructuring accrual                816               899
   Current portion of long-term debt                     2,455             2,790
   Current portion of capital lease obligation              22                 -
   Other current liabilities                                25                40
                                                  ----------------------------------

         Total current liabilities                       10,301            9,627


Long-term portion of restructuring accrual                  775              904
Capital lease obligation                                    111                -

Stockholders' equity Preferred Stock, $1.00 par value:
         Authorized - 1,000,000 shares;
         Issued and outstanding -
         9 shares in 1997 and 238 in 1996                     -               -
  Common Stock, $.15 par value:
         Authorized - 60,000,000 shares;
         Issued and outstanding -
         49,080,653 shares in 1997 and
         25,555,796 shares in 1996                        7,362            3,834
   Additional paid-in capital                            52,785           56,366
   Accumulated deficit                                  (46,445)         (46,476)
                                                  ------------------------------

                                                         13,702           13,724

   Less: Treasury stock                                    (176)            (176)
                                                  ------------------------------

        Total stockholders' equity                       13,526           13,548

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

Total liabilities and stockholders' equity         $     24,713       $   24,079
                                                  ==============================


See notes to consolidated financial statements.

</TABLE>

<PAGE>
<TABLE>

                                      EDITEK, Inc.

                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                       (Unaudited)

<CAPTION>
   

                                                             Three Months Ended
                                                          March 31        March 31
                                                            1997             1996
                                                        ----------------------------------
                                                        (In thousands,except share and
                                                                per share data)
                                                                           Restated
<S>                                                        <C>           <C>
Revenues

   Laboratory service revenues                              $     6,143   $  4,748
   Product sales                                                    660        796
   Royalties and fees                                                 -         63
   Interest and other income                                          3         16
                                                          ----------------------------

                                                                   6,806     5,623

Cost of services                                                   3,852     2,989
Cost of sales                                                        439       656
                                                         ----------------------------
                                                                   4,291     3,645

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

          Gross profit                                             2,515     1,978

Operating expenses
   Selling, general and administrative                             2,159     2,407
   Research and development                                          206       345
   Interest and financing costs                                      119        93
   Restructuring costs                                                 -       858
                                                         ----------------------------
                                                                   2,484     3,703

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

Net income (loss)                                                     31    (1,725)
Less preferred stock dividends                                         -     6,783
                                                         ----------------------------
Net income (loss) applicable to common stockholders         $         31  $ (8,508)

Net income (loss) per share applicable to common
 stockholders                                               $       0.00  $  (0.69)
                                                         ============================



Weighted average number of
common shares outstanding                                     46,541,154  12,331,721
                                                        ===============================

    
See notes to consolidated financial statements.

</TABLE>
<PAGE>
<TABLE>
                                  EDITEK, Inc.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<CAPTION>
                                                                   Three Months Ended
                                                                  March 31        March 31
                                                                    1997          1996
                                                             ---------------------------------
<S>                                                           <C>             <C>
                                                                       (In thousands)
Operating activities
Net income (loss)                                              $      31       $ (1,725)
   Adjustments to reconcile net income (loss) to net cash
    used in operating activities:
      Depreciation and amortization                                  470            398
      Provision for losses on accounts receivables                   (19)           (24)
      Provision for obsolete inventory                               (69)             -
      Restructuring costs                                              -            858
      Changes in operating assets and liabilities,
         net of acquisition:
         Accounts receivable                                         (419)         (678)
         Inventories                                                   12           (57)
         Prepaid expenses and other                                  (233)          (26)
         Accounts payable, accrued expenses and other                 149           (75)
         Restructuring accruals                                      (212)         (173)
                                                             ---------------------------------
Net cash used in operating activities                                (290)       (1,502)

Investing activities
    Purchases of equipment and improvements                          (237)         (837)
    Cash used for MEDTOX acquisition                                    -       (18,500)
                                                             ---------------------------------
Net cash used in investing activities                                (237)      (19,337)

Financing activities
    Net proceeds from sale of preferred stock                           -        19,129
    Net proceeds (costs)  from sale of common stock                   (53)          604
    Net proceeds from line of credit, term loans
       and notes payable                                              921         4,259
    Principal payments on line of credit, term loans
       and notes payable                                             (335)       (2,531)
                                                             ---------------------------------
Net cash provided by financing activities                             533        21,461
                                                             ---------------------------------

Increase  in cash and cash equivalents                                  6           622
Cash and cash equivalents at beginning of period                       82           258
                                                             ---------------------------------

Cash and cash equivalents at end of period                     $       88      $    880
                                                             =================================

Supplemental noncash activities
    In March 1997, the Company entered into a capital lease obligation of $133,000 to purchase equipment.
    In January 1996, the Company acquired Medtox Laboratories, Inc.  The purchase price was $24 million,
     which included $19 million cash and the issuance of $5 million in common stock (2,517,306  shares).
    During 1997, the Company converted 229 shares of preferred stock into 21,112,342 shares of common stock.


See notes to consolidated financial statements.

</TABLE>
<PAGE>

                                  EDITEK, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 1997

NOTE A -- BASIS OF PRESENTATION

The accompanying  unaudited  consolidated  financial  statements of EDITEK, Inc.
(the  "Company")  have been  prepared  in  accordance  with  generally  accepted
accounting   principles  for  interim   financial   information   and  with  the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes  required by generally accepted
accounting principles. In the opinion of management, all adjustments (consisting
of normal recurring  accruals)  considered  necessary for a fair presentation of
financial  condition and results of  operations  have been  included.  Operating
results for the three  month  period  ended  March 31, 1997 are not  necessarily
indicative of the results that may be attained for the entire year.  For further
information, refer to the financial statements and footnotes thereto included in
the  Company's  Annual  Report on Form 10-K,  (as  amended),  for the year ended
December 31, 1996.

Net Income  (Loss) Per Share:  Net income  (loss) per share amounts are based on
the weighted average number of shares of common stock outstanding.

Reclassifications:   Certain  reclassifications  have  been  made  to  the  1996
financial statements to conform with the 1997 presentation.

NOTE B -- ACQUISITION OF MEDTOX LABORATORIES, INC. ("MEDTOX")

On January 30,  1996,  the Company  acquired  MEDTOX,  a  toxicology  laboratory
located in St.  Paul,  Minnesota.  The  purchase  price was $24  million,  which
included $19 million cash and the issuance of 2,517,306  shares of common stock.
The  acquisition  was  accounted  for under the  purchase  method of  accounting
wherein the  Company  recognized  approximately  $22  million in  goodwill.  The
goodwill is being amortized over a period of 20 years. Utilizing an undiscounted
cash  flow  analysis,  the  Company  concluded  that the  carrying  value of the
remaining goodwill associated with the MEDTOX acquisition exceeded the estimated
future cash flows.  Accordingly,  the Company recorded a write-off of $6,016,000
at December 31, 1996.

The Company  financed  the  acquisition  by issuing  $20 million of  convertible
preferred  stock and borrowing $4 million  under two $2 million term loans.  The
Company  also  entered  into a revolving  line of credit of up to $7 million for
working capital purposes.  The consolidated  results of operations for the three
months  ended March 31, 1996 include the results of the MEDTOX  operations  from
January 26, 1996 to March 31, 1996.

<PAGE>

NOTE C -- ACQUISITION OF BIOMAN PRODUCTS, INC. ("BIOMAN")

On June 1, 1995,  the Company  acquired  Bioman,  an  environmental  diagnostics
company.  The purchase price was $140,000,  which included cash and the issuance
of 21,489 shares of common stock.  The  acquisition  was accounted for under the
purchase  method of  accounting  wherein  the  Company  recognized  $117,000  of
goodwill,  which was being amortized over a period of 20 years. The consolidated
results of  operations  for the three months  ended March 31, 1996  included the
results of the Bioman operations. In September 1996, the Company sold the former
Bioman  operations to a company headed by certain of the former employees of the
Company and Bioman.

NOTE D -- DEBT

To help finance the  acquisition of MEDTOX,  the Company  entered into revolving
and term loan facilities with Heller Financial, Inc. The debt financing is for a
total of $11,000,000  and consists of two term loans totaling  $4,000,000 and up
to $7,000,000 in the form of a revolving  line of credit based  primarily on the
receivables of the Company. The amount of credit available to the Company varies
with the accounts  receivable  and the  inventory  of the Company.  The interest
rates on the two term loans of $2,000,000 are 2.5% above the prime rate and 2.0%
above the prime rate,  respectively.  The  revolving  line of credit  carries an
interest rate equal to 1.5% above the prime rate.

As of March 31, 1997, the Company was not in compliance  with certain  covenants
in its loan agreement with Heller.  As a result of the existence and continuance
of the lack of  compliance,  Heller has  established  a reserve by reducing  the
availability  under the revolving  line of credit.  The amount of the reserve at
March 31,  1997 is  $444,000.  The  Company  and  Heller  are in the  process of
establishing new covenants where appropriate.
   
NOTE E -- RESTATEMENT OF 1996 FINANCIAL STATEMENTS

In March 1997,  the  Securities  and  Exchange  Commission  Staff (the  "Staff")
announced its position on accounting  for preferred  stock which is  convertible
into common  stock at a discount  from the market rate at the date of  issuance.
The Staff's  position is that a preferred  stock dividend should be recorded for
the  difference  between the  conversion  price and the quoted  market  price of
common stock at the date of issuance. To comply with this position,  the Company
restated its 1996 loss  applicable to common  stockholders  for the three months
ended March 31, 1996 to reflect a deemed  dividend of $6,783,000  related to the
January 1996 sales of the Series A Preferred Stock. The restatement  resulted in
an increase in the previously  reported net loss per share  applicable to common
stockholders to $.69 from the previously reported amount of $.14.

NOTE F -- CONTINGENCIES

The Company was sued in Federal District Court for the Southern  District of New
York in  five  separate  lawsuits  commenced  by  holders  of  Editek  Series  A
Convertible Preferred Stock. The lawsuits allege breach of contract with respect

<PAGE>

to conversion of the  Preferred  Stock in regards to the Company's  inability to
issue common stock upon the conversion of shares of preferred stock, and certain
plaintiffs have also alleged misrepresentation and securities laws violations in
connection with the sale of the Preferred Stock. In December 1996, the Company's
shareholders approved an increase in the authorized common stock of the Company.
Each of the five lawsuits has been settled and dismissed with prejudice.

The Company is a defendant to claims of patent  infringement  asserted on August
20, 1996. It is alleged the Company infringes two patents allegedly owned by the
plaintiff  relating to  forensically  acceptable  determinations  of gestational
fetal exposure to drugs and other chemical agents.  The Company has answered the
complaint  denying  any  infringement  and has  counterclaimed  for a  declatory
judgment that the patents are invalid, unenforceable, and not infringed. It also
has   counterclaimed  for  unfair  competition  under  federal  and  state  law,
requesting  money damages as well as injunctive  relief.  The Company intends to
vigorously  pursue its  defense of the claims and to  vigorously  prosecute  its
counterclaims.

On March 18, 1997,  a lawsuit was  commenced in New York State Court by a former
holder of the Series A Preferred Stock claiming entitlement to additional shares
of Common  Stock as a result of the  Company's  previous  inability to issue the
conversion shares. The conversion shares have been issued to the former Series A
Preferred  Shareholder.  The  Company  has denied any  liability  and intends to
contest the lawsuit unless a reasonable settlement can be reached.

The Company  believes that the probable  resolution  of the above  contingencies
will not  materially  affect the financial  position or results of operations of
the Company.

On January  31,  1997,  the  Company  filed suit in  Federal  District  Court in
Minnesota  against a  majority  shareholder  and two  outside  directors  of the
Company alleging violation of Section 16b of the Securities Exchange Act of 1934
and seeking recovery of more than $500,000 in short-swing profits.
    

<PAGE>

               CAUTIONARY STATEMENT IDENTIFYING IMPORTANT FACTORS
             THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER
               FROM THOSE PROJECTED IN FORWARD LOOKING STATEMENTS

         In  connection  with  the  "safe  harbor"  provisions  of  the  Private
Securities  Litigation  Reform  Act of 1995,  readers of this  document  and any
document  incorporated by reference  herein,  are advised that this document and
documents  incorporated by reference into this document  contain both statements
of historical facts and forward looking  statements.  Forward looking statements
are subject to certain risks and uncertainties, which could cause actual results
to differ  materially from those  indicated by the forward  looking  statements.
Examples  of forward  looking  statements  include,  but are not  limited to (i)
projections  of revenues,  income or loss,  earnings or loss per share,  capital
expenditures,  dividends,  capital  structure and other  financial  items,  (ii)
statements of the plans and objectives of the Company or its management or Board
of  Directors,  including  the  introduction  of new  products,  or estimates or
predictions  of actions  by  customers,  suppliers,  competitors  or  regulatory
authorities,   (iii)  statements  of  future  economic  performance,   and  (iv)
statements of assumptions  underlying  other statements and statements about the
Company or its business.

         This document and any documents  incorporated by reference  herein also
identify important factors which could cause actual results to differ materially
from  those  indicated  by the  forward  looking  statements.  These  risks  and
uncertainties include price competition, the decisions of customers, the actions
of  competitors,  the effects of government  regulation,  possible delays in the
introduction of new products,  customer acceptance of products and services, the
possible effects of the MEDTOX  acquisition and its related financings and other
factors which are described herein and/or in documents incorporated by reference
herein.

         The  cautionary  statements  made  pursuant to the  Private  Litigation
Securities  Reform Act of 1995 above and elsewhere by the Company  should not be
construed  as  exhaustive  or  as  any  admission   regarding  the  adequacy  of
disclosures made by the Company prior to the effective date of such Act. Forward
looking  statements are beyond the ability of the Company to control and in many
cases the Company  cannot  predict  what factors  would cause  results to differ
materially from those indicated by the forward looking statements.


<PAGE>


                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Introduction

         The  Company  commenced  operations  in June 1983 and until  1986 was a
development  stage company.  The Company became engaged in the  manufacture  and
sale of  Conventional  Biodiagnostic  Products as a result of its acquisition of
Granite  Technological  Enterprises,   Inc.  in  1986.  The  Company  began  the
manufacture and sale of its EZ-SCREEN(R) diagnostic tests in 1985 and introduced
its patented  one-step assays,  VERDICT(R) and RECON(R),  in 1993. Also in 1993,
the  Company  formed  DIAGNOSTIX,  Inc.  to market its  agricultural  diagnostic
products.  The Company  entered the laboratory  testing market when it completed
the acquisition of Princeton Diagnostic Laboratories of America, Inc., (PDLA) in
1994. In 1995, the Company acquired the former  operations of Bioman through its
DIAGNOSTIX,  Inc.  subsidiary.  On January 30, 1996 the  Company  completed  the
acquisition  of MEDTOX.  The results of  operations  for the three  months ended
March 31, 1996  include the  operations  of MEDTOX from January 26, 1996 through
the end of the period.  Since  inception,  the Company has  financed its working
capital requirements primarily from the sale of equity securities.

Three Months Ended March 31, 1997 Compared to Three Months Ended March 31, 1996

         Total  revenues  for  the  three  months  ended  March  31,  1997  were
$6,806,000 as compared to $5,623,000  for the three months ended March 31, 1996.
The increase was  attributable  to the  increase in revenues  from  products and
services. These revenues totaled $6,803,000 for the three months ended March 31,
1997, as compared to $5,544,000 for the three months ended March 31, 1996.

         Laboratory  service revenues were $6,143,000 for the three months ended
March 31, 1997 as compared to  $4,748,000  for the three  months ended March 31,
1996.  This  increase  of 29% was  primarily  the  result  of the  timing of the
acquisition  of MEDTOX  whereby the Company  realized  revenues  from MEDTOX for
approximately two months during the quarter ended March 31, 1996, as compared to
the complete  quarter ended March 31, 1997.  Had the  acquisition of MEDTOX been
effective  January 1, 1996,  the Company  would have had revenues of  $5,948,000
from laboratory services during the quarter ended March 31, 1996, as compared to
the $6,143,000  realized from the sale of laboratory services during the quarter
ended March 31, 1997,  this would  represent a pro forma increase of $195,000 or
3%.

         Product sales include the sales  generated from substance abuse testing
products,  which  incorporates  the  EZ-SCREEN and VERDICT on site test kits and
other  ancillary  products for the  detection of abused  substances.  Sales from
these  products were $437,000 for the three months ended March 31, 1997 compared
to sales of $325,000  recorded for the same period in 1996. This increase of 34%
was primarily  due to sales of the EZ-SCREEN  PROFILE test kits which were first
introduced to the market in May, 1996.
<PAGE>

         Product sales also include sales of agricultural  diagnostic  products.
Sales of these  products were $143,000 for the three months ended March 31 1997,
compared to sales of $315,000 for the three months ended March 31, 1996. For the
three months ended March 31, 1996,  the Company had sales of $146,000 which were
generated  through the former  operations of Bioman.  Excluding  these revenues,
sales of  agricultural  diagnostic  products  were $169,000 for the three months
ended March 31, 1996. As such,  the sales of these products for the three months
ended  March 31,  1997 were,  on a pro forma  basis,  15% lower than  during the
comparable  period in 1996. The Company believes that the primary reason for the
decrease was due to timing differences in orders from the USDA for the Company's
products.

         Sales  of  contract   manufacturing   services,   microbiological   and
associated  product sales were $80,000 for the three months ended March 31, 1997
compared to $81,000 for the same period in 1996.

         Revenues generated from the shipment of products to the U.S. Department
of Defense were  $75,000 for the three months ended March 31, 1996.  The Company
had no such sales during the three months ended March 31, 1997. The contract the
Company  had with the  Department  of Defense  has  expired.  At this time,  the
Company does not know if the U.S.  Department of Defense intends to purchase any
more of the kits the Company has developed.

         For the three months ended March 31, 1997,  the Company had no revenues
from  royalties  and fees,  compared to $63,000 for the three months ended March
31, 1996.  This decrease was primarily due to the absence of royalties  from AML
as the agreement with AML has expired.

         Revenues  from  interest and other  income for the three  months ended
March 31, 1997 were $3,000  compared to $16,000 for the three months ended March
31, 1996.

           The gross  margin from the  revenues  generated  from the  laboratory
services  was 37% for the three  months  ended  March 31,  1997 as compared to a
gross  margin of 37% for the same period in 1996.  During the three months ended
March 31, 1997, the Company was able to offset declining  average selling prices
by reducing costs through the consolidation of laboratory  operations in 1996 as
well as continued improvements in efficiency of laboratory operations.

   
     If the Company had been unable to reduce its cost of laboratory operations,
the declining  average  selling  prices  would  have had a  material  impact  on
the operating results for the three months ended March 31, 1997.
    

<PAGE>
         Gross margins from the sales of both manufactured products and products
purchased for resale for the three months ended March 31, 1997 were 33% compared
to 18% of sales of these products  during the three months ended March 31, 1996.
This  increase in gross  margin from product  sales is  primarily  the result of
increased  sales of the EZ-SCREEN  PROFILE product as well as reduced costs as a
result of certain restructuring steps taken in 1996.

        Selling, general and administration expenses for the three months ended
March 31, 1997 were  $2,159,000,  compared to  $2,407,000  for the three  months
ended March 31,  1996.  The  $248,000  reduction  in these  expenses in 1997 was
primarily the result of the  consolidation of certain  administrative  functions
into the MEDTOX facility.

         Research  and  development  expenses  incurred  during the three months
ended March 31, 1997 were  $206,000 as compared to $345,000  for the same period
in 1996.  The  reduction  of $139,000 in research  and  development  expenses is
primarily the result of a reduction of personnel and a refocus of efforts in the
research  and  development   function  associated  with  the  Company's  on-site
products.

     For the three months ended March 31, 1997, EDITEK incurred interest expense
of $119,000,  compared to interest  expense of $93,000 incurred during the three
months ended March 31, 1996.  This increase was the result of the funds borrowed
by the Company to complete the financing for the acquisition of MEDTOX.

     During the three months ended March 31,  1996,  the Company  determined
that it would be beneficial to  consolidate  the  laboratory  operations of PDLA
into the  laboratory  operations at MEDTOX.  In addition the Company  decided to
down size certain  administrative  positions at both PDLA and MEDTOX in order to
eliminate  duplicative  functions.  As a result of this restructuring  plan, the
Company  recorded a charge of $858,000  during the three  months ended March 31,
1996 to cover certain costs of the restructuring,  including $100,000 related to
certain  severance  payments.  The Company  had no such charge  during the three
months ended March 31, 1997.

     As a result of the above,  the net income for the three  months  ended
March 31, 1997 was $31,000,  compared to the net loss of  $1,725,000  for the
three months ended March 31, 1996.

   
     In March 1997, the Securities and Exchange  Commission  Staff (the "Staff")
announced its position on accounting  for preferred  stock which is  convertible
into common stock at a discount from the market rate at the date of issuance. To
comply with this  position,  the Company  restated its loss for the three months
ended  March 31,  1996  applicable  to common  stockholders  to reflect a deemed
dividend  of  $6,783,000  related  to the  January  1996  sales of the  Series A
Preferred  Stock.  The  restatement  resulted in an  increase in the  previously
reported net loss applicable to common stockholders from the previously reported
$1,725,000 to $8,508,000  for the three months ended March 31, 1996. The Company
had no such charge for the three months ended March 31, 1997.
    

<PAGE>

         Management  believes the acquisition of MEDTOX and the restructuring of
the laboratory operations has and will continue to improve the operating results
of the Company,  although there can be no assurance of the continued  success of
the  consolidation of the laboratory  operations in reducing costs and improving
efficiencies.  Management expects net sales to grow through both the addition of
new accounts and the introduction of new laboratory testing services and on-site
products.  In addition,  the Company  believes that the  laboratory  business is
subject to seasonality  consistent  with hiring  practices of its clients.  This
seasonality  results in higher  sales in the second  quarter with lower sales in
July and December.

Material Changes in Financial Condition

         As of March 31, 1997, cash and cash  equivalents  were $88,000 compared
to $82,000 at December 31, 1996.

         As of March 31, 1997,  accounts  receivable were $4,991,000 compared to
$4,553,000  at December  31, 1996.  The  increase of $438,000 is  primarily  the
result of higher  sales in the  quarter  ended March 31, 1997 as compared to the
quarter ended December 31, 1996.

         Inventories were $1,347,000 at March 31, 1997 as compared to $1,290,000
at December 31, 1996.

         Prepaid  expenses and other  assets were  $373,000 at March 31, 1997 as
compared to $140,000 at December 31, 1996. The increase of $233,000 is primarily
the result of the renewal of annual maintenance  contracts,  annual licenses and
fees and an increase in prepaid supplies.

         As of March 31, 1997,  accounts payable totaled $2,703,000  compared to
$2,387,000 at December 31, 1996. The increase of $316,000,  or 13%, is primarily
the  result  of  increased  purchases  of kits,  forms  and  other  supplies  in
anticipation  of  increased   business  for  the  laboratory   testing  services
consistent with the seasonality of the business.

         Accrued  expenses  were  $1,922,000  at March 31, 1997,  as compared to
$2,074,000 at December 31, 1996. The decrease of $152,000, or 7%, was the result
of payments  made during the first three months of 1997 for expenses  accrued at
December 31, 1996.

         At March 31,  1997,  the Company had a total  balance of  restructuring
accruals of $1,591,000 compared to a balance of $1,803,000 at December 31, 1996.
The decrease in the balance of the restructuring  accruals of $212,000,  or 12%,
was the result of payments made during the three months ended March 31, 1997.

<PAGE>

         At March 31,  1997,  the Company had a total loan  balance  owed to its
financial  lender of $4,813,000,  compared to a total balance of $4,227,000 owed
at December  31, 1996.  The net increase of $586,000,  or 14%, was the result of
increased  borrowings  by the  Company  from its line of credit  to pay  certain
accrued  expenses  and  restructuring  accruals as well as  purchases of certain
assets to improve operating efficiencies.

Liquidity and Capital Resources

   
         Since its inception,  the working  capital  requirements of the Company
have been funded  primarily  by cash  received  from equity  investments  in the
Company and more recently  debt  financing.  At March 31, 1997,  the Company had
cash and cash  equivalents of $88,000.  To finance the acquisition of MEDTOX and
provide working  capital,  the Company raised  $20,350,000  from the sale of 407
shares of Series A Preferred Stock and borrowed  $5,000,000.  The debt financing
consists of two term loans totaling  $4,000,000 and up to $7,000,000 in the form
of a revolving line of credit based  primarily on the receivables of the Company
(the "Loan  Agreement").  The amount of credit  available to the Company  varies
with the accounts  receivable  and the  inventory  of the Company.  The interest
rates on the two term loans of $2,000,000 each are 2.5% above the prime rate and
2.0% above the prime rate. The revolving line of credit carries an interest rate
equal to 1.5% above the prime rate. In the short term, the Company believes that
the  aforementioned  capital will be sufficient  to fund the  Company's  planned
operations  through 1997,  although there can be no assurance that the available
capital will be sufficient to fund the future  operations of the Company  beyond
1997.  The Company  believes that  consistent  profitable  earnings,  as well as
access to capital,  will be the primary basis for funding the  operations of the
Company for the long term.
    
         The Company  believes that the  acquisition  of MEDTOX,  the subsequent
consolidation  of the  laboratory  operations  from PDLA into MEDTOX,  and other
synergy  that will be realized  from the  acquisition  of MEDTOX will enable the
Company to generate  positive cash flow. The Company  continues to follow a plan
which includes (i) continuing to  aggressively  monitor and control costs,  (ii)
increasing revenue from sales of the Company's products,  services, and research
and  development  contracts,  as well as (iii)  continue to  selectively  pursue
synergistic  acquisitions to increase the Company's  critical mass. There can be
no assurance that costs can be controlled,  revenues can be increased, financing
may be obtained, acquisitions successfully consummated, or that the Company will
be profitable.

<PAGE>


ITEM 2   CHANGES IN SECURITIES.  Inapplicable

ITEM 3   DEFAULTS ON SENIOR SECURITIES.  Inapplicable

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.  None

ITEM 5   OTHER INFORMATION.  Inapplicable

ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K.

         There were no reports filed on Form 8-K during the three months ended
         March 31, 1997.

<PAGE>

                                   SIGNATURES


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


Date:    May 9, 1997


                         EDITEK, INC.

                         By:      /s/ Harry G. McCoy
                                  Harry G. McCoy, Chairman and President

                         By:      /s/  Richard J. Braun
                                  Richard J. Braun, Chief Executive Officer

                         By:      /s/    Peter J. Heath
                                  Peter J. Heath, Vice President of Finance
                                  and Chief Financial Officer