UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 10-QSB

(Mark One)
   [x]          QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1997

   [ ]                       TRANSITION REPORT UNDER
                      SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934.
                        For the transition period from to

                        Commission file Number 000-21749



                    ADVANCED AERODYNAMICS & STRUCTURES, INC.
        (Exact name of small business issuer as specified in its charter)



           Delaware                                             95-4257380
State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                              Identification No.)


                             3501 Lakewood Boulevard
                          Long Beach, California 90808
                    (Address of principal executive offices)

                                 (562) 938-8618
                           (Issuer's telephone number)


         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act 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 [ ]

As of August 5, 1997,  the issuer had  outstanding  6,900,000  shares of Class A
Common  Stock,  2,000,000  shares of Class B Common Stock,  4,000,000  shares of
Class E-1 Common Stock and 4,000,000 shares of Class E-2 Common stock.



<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements


                    ADVANCED AERODYNAMICS & STRUCTURES, INC.
                        (A Development Stage Enterprise)

                                  Balance Sheet
                                   (unaudited)

<TABLE>
                                                             June 30, 1997
                                                          ----------------------
<S>                                                       <C> 

Assets
Current Assets:
   Cash and cash equivalents                                   $16,613,000
   Marketable securities                                         6,226,000
   Certificate of deposit                                        1,012,000
   Prepaid expenses and other current assets                       338,000
                                                          ---------------------
         Total current assets                                   24,189,000
Property and equipment, net                                      1,745,000
Other assets                                                       354,000
                                                          ---------------------
         Total assets                                          $26,288,000
                                                          =====================

</TABLE>
















                 See accompanying notes to financial statements.


                                        1

<PAGE>


                    ADVANCED AERODYNAMICS & STRUCTURES, INC.
                        (A Development Stage Enterprise)



                            Balance Sheet (continued)
                                   (unaudited)

<TABLE>
                                                             June 30, 1997
                                                         ---------------------
<S>                                                      <C>
Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable                                           $  95,000
   Accrued liabilities                                          242,000
                                                         ---------------------
         Total current liabilities                              337,000
Advance deposits                                                 30,000
                                                         ---------------------
         Total liabilities                                      367,000
                                                         ----------------------
Commitments and contingencies
Stockholders' equity:
   Preferred stock, par value $.0001 per share;
      5,000,000 shares authorized; no shares
      issued and outstanding
   Class  A  Common  Stock,  par  value  $.0001  
      per  share;  60,000,000  shares authorized; 
      6,900,000 shares issued and outstanding                     1,000
   Class B Common Stock, par value $.0001 per share;
      10,000,000 shares authorized; 2,000,000 shares
      issued and outstanding
   Class E-1  Common  Stock,  par  value  $.0001  
      per  share;  4,000,000  shares authorized; 
      4,000,000 shares issued and outstanding
   Class E-2  Common  Stock,  par  value  $.0001  
      per  share;  4,000,000  shares authorized, 
      4,000,000 shares issued and outstanding
   Warrants to purchase common stock:
      Public Warrants                                            473,000
      Class A Warrants                                        11,290,000
      Class B Warrants                                         4,632,000
   Additional paid-in capital                                 35,730,000
   Deficit accumulated during the development stage          (26,205,000)
                                                         ----------------------
         Total stockholders' equity                           25,921,000
                                                         ----------------------
         Total liabilities and stockholders' equity          $26,288,000
                                                         ----------------------

</TABLE>







                 See accompanying notes to financial statements.


                                        2

<PAGE>


                    ADVANCED AERODYNAMICS & STRUCTURES, INC.
                        (A Development Stage Enterprise)


                             Statement of Operations
                                   (unaudited)

<TABLE>
                                                                                                            Period from
                                                                                                          January 26, 1990
                                                Three Months Ended               Six Months Ended          (inception) to
                                                     June 30,                        June 30,                 June 30,
                                          -----------------------------------------------------------------------------------------
                                               1996             1997           1996            1997             1997
                                          -----------------------------------------------------------------------------------------
<S>                                         <C>               <C>             <C>            <C>            <C>    
Other income                                $    7,000        $    6,000      $   7,000     $    7,000      $     717,000
Interest income                                  1,000           352,000          1,000        641,000            811,000
                                          -----------------------------------------------------------------------------------------
                                                 8,000           358,000          8,000        648,000          1,528,000
Costs and expenses:
   Research and development costs                                906,000                     1,232,000         14,868,000
   Preoperating costs                                                                                             282,000
   General and administrative expenses          901,000          706,000      1,169,000      1,187,000          8,577,000
   Loss on disposal and write-off of assets                      104,000                       106,000            463,000
   Interest expense                             112,000                         185,000                         1,840,000
   In-process research and development
      acquired                                                                                                    761,000
                                          -----------------------------------------------------------------------------------------
                                              1,013,000        1,716,000      1,354,000      2,525,000         26,791,000
Loss before extraordinary item               (1,005,000)      (1,358,000)    (1,346,000)    (1,877,000)       (25,263,000)
Extraordinary loss on retirement of Bridge      
      Notes                                                                                                      (942,000)
                                          -----------------------------------------------------------------------------------------
        Net loss                            $(1,005,000)     $(1,358,000)   $(1,346,000)   $(1,877,000)      $(26,205,000)
                                          -----------------------------------------------------------------------------------------
Net loss per share                                $(.30)           $(.15)         $(.40)         $(.21)
                                          ---------------------------------------------------------------
Weighted average number of shares 
     outstanding                              3,400,000        8,900,000      3,400,000      8,900,000
                                          ---------------------------------------------------------------

</TABLE>












                 See accompanying notes to financial statements.


                                        3

<PAGE>


                    ADVANCED AERODYNAMICS & STRUCTURES, INC.
                        (A Development Stage Enterprise)


                             Statement of Cash Flows
                                   (unaudited)
<TABLE>
                                                                                                       Period from
                                                                                                    January 26, 1990
                                                                     Six Months Ended                (inception) to
                                                                         June 30,                        June 30,
                                                           -----------------------------------------------------------------------
                                                                  1996               1997                 1997
                                                           -----------------------------------------------------------------------
<S>                                                          <C>                 <C>                 <C>
Cash flows from operating activities:
   Net loss                                                  $(1,346,000)        $(1,877,000)        $(26,205,000)
   Adjustments to reconcile net loss to net cash
   used in operating activities:
      Depreciation and amortization                              163,000             171,000            1,985,000
      Extraordinary loss on retirement of Bridge Notes                                                    942,000
      Noncash stock compensation expense                         590,000                                1,207,000
      Noncash interest expense                                                                            336,000
      Loss on disposal and write-off of assets                                       106,000              463,000
      Cost of in-process research and development
         acquired                                                                                         761,000
      Imputed interest on advances from stockholder               11,000                                  810,000
      Changes in assets and liabilities:
          Increase in prepaid expenses and other current
              assets                                             (64,000)           (183,000)            (338,000)
          Increase in other assets                                                  (354,000)            (354,000)
          Increase (decrease) in accounts payable                 27,000             (50,000)              95,000
          Increase in accrued liabilities                        156,000              84,000              142,000
          Increase in interest payable                           102,000
          Increase in advance deposit                                                 30,000               30,000
                                                           -----------------------------------------------------------------------
         Net cash used in operating activities                  (361,000)         (2,073,000)         (20,126,000)
                                                           -----------------------------------------------------------------------
Cash flows from investing activities:
   Capital expenditures                                                             (339,000)          (4,186,000)
   Proceeds from disposal of assets                                                    3,000                3,000
   Proceeds from insurance claims upon loss of aircraft                                                    30,000
   Proceeds from sale of marketable securities                                     2,026,000            2,026,000
   Purchase of marketable securities                                              (6,226,000)          (8,252,000)
   Purchase of certificate of deposit                                             (1,000,000)          (1,012,000)
                                                           -----------------------------------------------------------------------
         Net cash proceeds provided by (used in)
                investing activities                                              (5,536,000)         (11,391,000)
                                                           ------------------------------------------------------------------------
Cash flows from financing activities:
   Advances from stockholder                                                                           10,728,000
   Proceeds from issuance of common stock prior to
      initial public offering                                                                           7,500,000

</TABLE>


                                        4

<PAGE>


                    ADVANCED AERODYNAMICS & STRUCTURES, INC.
                        (A Development Stage Enterprise)

<TABLE>
                                                                                                       Period from
                                                                                                    January 26, 1990
                                                                     Six Months Ended                (inception) to
                                                                         June 30,                       June 30
                                                           ------------------------------------------------------------------------
                                                                  1996               1997                 1997
                                                           ------------------------------------------------------------------------
<S>                                                          <C>                  <C>                  <C>
   Net proceeds from initial public offering and
      exercise of over-allotment option                                                                30,411,000
   Net proceeds from bridge financing                                                                   6,195,000
   Repayment of bridge financing                                                                       (7,000,000)
   Repayment of obligation under capital leases                  (6,000)                                  (40,000)
   Net proceeds from loans from officer                         367,000                                   336,000
                                                           ------------------------------------------------------------------------
        Net cash provided by financing activities               361,000                                48,130,000
                                                           ------------------------------------------------------------------------

Net (decrease) increase in cash and cash equivalents             --              (7,609,000)          16,613,000
Cash and cash equivalents at beginning of period                 --              24,222,000                --
                                                           ------------------------------------------------------------------------
Cash and cash equivalents at end of period                  $    --             $16,613,000          $16,613,000
                                                           ========================================================================
Supplemental cash flow information:
   Cash paid for interest                                                                            $   694,000
                                                                                                  =================================
Supplemental disclosure of noncash investing and
   financing activities:
   Stockholder advances converted to common stock           $10,728,000                              $10,728,000
                                                           ========================================================================
   Loans from officers converted to common stock            $   336,000                              $   336,000
                                                           ========================================================================
   Common stock issued for noncash consideration
       and compensation                                     $ 1,507,000                              $ 1,507,000
                                                           ========================================================================
   Liabilities assumed from ASI                                                                      $   400,000
                                                                                                  =================================
   Common stock issued for in-process research and
       development acquired                                                                          $   361,000
                                                                                                  =================================
   Equipment acquired under capital leases                                                           $    40,000
                                                                                                  =================================
   Deposit surrendered as payment for rents due                                                      $    80,000
                                                                                                  =================================
</TABLE>









                 See accompanying notes to financial statements.


                                        5

<PAGE>


                    ADVANCED AERODYNAMICS & STRUCTURES, INC.
                        (A Development Stage Enterprise)


                          Notes to Financial Statements


1.       General

         In the opinion of the Company's management,  the accompanying unaudited
         financial statements include all adjustments (which include only normal
         recurring  adjustments)  necessary  for  a  fair  presentation  of  the
         financial  position  of the Company at June 30, 1997 and the results of
         operations  and cash flows for the six months  ended June 30,  1997 and
         1996.  Although  the Company  believes  that the  disclosures  in these
         financial statements are adequate to make the information presented not
         misleading,  certain  information  and  footnote  disclosures  normally
         included in financial  statements prepared in accordance with generally
         accepted accounting  principles have been condensed or omitted pursuant
         to the rules and regulations of the Securities and Exchange Commission.
         Results  of  operations  for  interim   periods  are  not   necessarily
         indicative  of  results  of  operations  to be  expected  for any other
         interim period or the full year.

         The financial  information in this  quarterly  report should be read in
         conjunction with the audited December 31, 1996 financial statements and
         notes  thereto  included in the  Company's  annual report filed on Form
         10-KSB.

         The Company is a development stage enterprise. On December 3, 1996, the
         Company  successfully  completed an initial public  offering to finance
         the continued development,  manufacture and marketing of its product to
         achieve commercial viability. The net proceeds of the offering were and
         will be used to amend its Federal Aviation  Administration ("FAA") Type
         Certificate  for  technical  revisions to its product,  to obtain a FAA
         Production  Certificate for its product,  to repay  borrowings  under a
         bridge loan, to expand the Company's  sales and marketing  efforts,  to
         establish  a new  manufacturing  facility,  and to  acquire  production
         materials and additional tooling and equipment.

2.       Net Loss Per Share

         The  Company's  net loss per share was  computed  based on the weighted
         average number of shares of common stock  outstanding  during the three
         and six month  periods  ended June 30, 1996 and 1997 and  excludes  all
         outstanding  shares of Class E-1 and Class E-2 Common Stock because the
         conditions for the lapse of  restrictions  on such shares have not been
         satisfied.

         Pursuant  to  Securities  and  Exchange   Commission  Staff  Accounting
         Bulletin No. 83, certain common stock equivalents issued by the Company
         have been included as  outstanding  in net loss per share  computations
         for the three and six month periods  ended June 30, 1996.  Common stock
         equivalents were not included in the net loss per share computation for
         the three and six month  periods ended June 30, 1997 as their effect on
         net loss per share is antidilutive.

         In February  1997,  the  Financial  Accounting  Standards  Board issued
         Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
         per  Share."  SFAS No. 128  establishes  standards  for  computing  and
         presenting  earnings per share ("EPS") and  supersedes  APB Opinion No.
         15,  "Earnings per Share." It replaces the  presentation of primary EPS
         with a presentation of basic EPS. It also requires dual presentation of
         basic  and  diluted  EPS on the face of the  income  statement  for all
         entities with complex capital  structures and requires a reconciliation
         of the numerator and  denominator  of the basic EPS  computation to the
         numerator and denominator of the diluted EPS computation.  SFAS No. 128
         will become  effective for the Company for the year ending December 31,
         1997.  The  impact of the  adoption  of SFAS No.  128 on the  Company's
         financial statements is not expected to be material.


                                        6

<PAGE>


                    ADVANCED AERODYNAMICS & STRUCTURES, INC.
                        (A Development Stage Enterprise)


3.       Stock Option Plan

          On March 4, 1997, options to purchase 210,000 shares of Class A Common
          Stock  were  granted  at an  exercise  price of $5 per  share,  by the
          Company's   Board  of  Directors  to  certain   employees,   officers,
          consultants  and agents of the Company.  On May 27,  1997,  options to
          purchase  100,000  shares of Class A Common  Stock were granted to the
          President, at an exercise price of $5.00 per share.

4.        Industrial Development Bonds

          On August 5, 1997, the Company  entered into a loan agreement with the
          California Economic  Development  Financing Authority for the issuance
          of  $8,500,000 in variable rate demand  industrial  development  bonds
          ("IDBs").  The Company will use the proceeds  from the IDBs to fiannce
          the   construction   and   installation   of  a  200,000  square  foot
          manufacturing facility and related manufacturing equipment.

          The Company was required to provide cash  collateral  to a bank in the
          amount of $8,500,000  for an irrevocable  direct-pay  letter of credit
          for the  payments of  principal  and  interest.  The letter of credit,
          unless  extended or terminated by the Company or the bank, will expire
          August 5, 2002.















                                        7

<PAGE>



Item 2.  Plan of Operations

         Certain  statements  contained  in this  report,  including  statements
concerning the Company's future cash and financing  requirements,  the Company's
ability to obtain market  acceptance of its aircraft,  the Company's  ability to
obtain  regulatory  approval for its aircraft,  and the  competitive  market for
sales of small business aircraft and other statements contained herein regarding
matters that are not historical  facts, are forward looking  statements;  actual
results  may  differ  materially  from  those set forth in the  forward  looking
statements, which statements involve risks and uncertainties,  including without
limitation those risks and uncertainties set forth in the Company's Registration
Statement on Form SB-2 (No. 333-12273) under the heading "Risk Factors."

          The Company is a  development  stage  enterprise  organized to design,
develop,  manufacture and market propjet and jet aircraft intended primarily for
business use. Since its inception,  the Company has been engaged  principally in
research and  development of its proposed  aircraft.  In March 1990, the Company
made  application to the FAA for a Type Certificate for the JETCRUZER 450, which
Certificate  was ultimately  granted in June 1994. As a result,  the Company has
not generated any operating  revenues to date and has incurred  losses from such
activities.  The Company  believes it will continue to  experience  losses until
such time as it commences the sale of aircraft on a commercial scale.

         Prior to commencing  commercial sales of the JETCRUZER 500, the Company
will need to, among other  things,  complete the  development  of the  aircraft,
obtain  the   requisite   regulatory   approvals,   establish   an   appropriate
manufacturing  facility, hire additional engineering and manufacturing personnel
and expand its sales and marketing efforts.  The Company estimates that the cost
to complete  development of the JETCRUZER 500 and obtain an amendment of its FAA
Type Certificate will be approximately $8,000,000. This amount includes the cost
of equipment and tooling  (estimated at  approximately  $1,500,000),  static and
flight testing of the aircraft  (estimated at approximately  $2,500,000) and the
employment of the necessary  personnel to build and test the aircraft (estimated
at approximately $4,000,000).

         The  Company   expects  to  receive   progress   payments   during  the
construction  of aircraft  and final  payments  upon the  delivery of  aircraft.
However,  the Company believes it will continue to experience  losses until such
time as it commences the sale of aircraft on a commercial scale.

          Through the end of the third quarter of 1998,  the Company  intends to
focus its efforts in the following areas:

         o        To complete the  development of the JETCRUZER 500,  including,
                  among other things,  adding a larger  engine,  pressurization,
                  environmental  systems,   de-icing  capability  and  autopilot
                  certification, as well as lengthening its fuselage.

         o        To obtain an amendment to its Type  Certificate to include the
                  JETCRUZER  500,  including  the  manufacture  of FAA conformed
                  models of the JETCRUZER 500 and static and flight testing.

         o        To establish an appropriate  manufacturing facility capable of
                  producing the JETCRUZER 500 on a commercial  scale,  including
                  the  establishment  of a production  line in such facility and
                  the acquisition of production  inventory and additional  items
                  of  equipment,  tooling and  computer  hardware  and  software
                  systems.

         o        To obtain a production certificate from the FAA and commence 
                  commercial production of the JETCRUZER 500.

         o        To expand  its  sales and  marketing  staff and  increase  its
                  marketing efforts with respect to the JETCRUZER 500.


                                        8

<PAGE>



         o        To increase its engineering, manufacturing and administrative 
                  staff in anticipation of increased development and production 
                  activities.

          The Company  believes that the net proceeds from the December 1996 IPO
will be sufficient to finance its plan of operations  through  approximately the
third quarter of 1998, based upon the current status of its business operations,
its current plans and current economic and industry conditions. If the Company's
estimates  prove to be incorrect,  however,  then during such period the Company
may have to seek additional sources of financing,  reduce operating costs and/or
curtail growth plans.

Liquidity and Capital Resources

         At June 30, 1997, the Company had working  capital of  $23,852,000  and
stockholders'  equity of  $25,921,000.  Since its inception in January 1990, the
Company has experienced  continuing  negative cash flow from operations,  which,
prior to its recent IPO,  resulted  in the  Company's  inability  to pay certain
existing liabilities in a timely manner. The Company has financed its operations
through private funding of equity and debt and its December 1996 IPO.

          The Company  expects its cash  requirements  to increase in the future
due to higher  expenses  associated  with product  development,  the scale-up of
production    (including   capital   investment   in   production    equipment),
intensification  of a sales and marketing  program,  the hiring of personnel and
other anticipated operating activities.  The Company also expects to continue to
incur losses until such time, if ever, as it obtains regulatory approval for the
JETCRUZER 500 and related  production  processes and market  acceptance  for its
proposed  aircraft at selling  prices and volumes which provide  adequate  gross
profit to cover operating  costs and generate  positive cash flow. The Company's
working capital  requirements will depend upon numerous  factors,  including the
level of resources  devoted by the Company to the scale-up of manufacturing  and
the  establishment  of sales and marketing  capabilities and the progress of the
Company's  research  and  development  program for the  JETCRUZER  500 and other
proposed aircraft.

                                        9

<PAGE>



          The Company  expects that the net  proceeds of the  December  1996 IPO
will enable it to meet its liquidity and capital  requirements  at least through
the third quarter of 1998, by which time the Company  expects to have received a
type  certificate  and a  production  certificate  for  the  JETCRUZER  500  and
commenced commercial production and sale of the JETCRUZER 500. Such proceeds are
being,  and will be, used primarily for amendment of the Type  Certificate,  the
purchase  of  equipment  and  tooling,  the  establishment  of  a  manufacturing
facility,  and sales and  marketing.  The  Company's  capital  requirements  are
subject to numerous  contingencies  associated with development stage companies.
Specifically if delays are encountered in amending the current Type Certificate,
the time and cost of obtaining such certification may be substantial, may render
it impossible for the Company to complete such new or amended  certification and
may therefore  have a material and adverse  effect on the Company's  operations.
Further,  if the Company has not completed the  development of the JETCRUZER 500
or  received  the  required  regulatory  approvals  and  successfully  commenced
commercial  sales of its aircraft by the third quarter of 1998,  the Company may
require  additional  funding to fully implement its proposed  business plan. The
Company has no commitments  from any third parties for any future  funding,  and
there can be no assurance  that the Company will be able to obtain  financing in
the future from bank  borrowings,  debt or equity  financing or other sources on
terms acceptable to the Company or at all. In the event necessary financing were
not obtained,  the Company would be materially and adversely  affected and might
have to cease or substantially reduce operations.

         The Company had no material  capital  commitments at June 30, 1997. The
Company  intends to hire a number of  additional  employees  and to  establish a
larger  manufacturing  facility,  both of which will require substantial capital
resources.  The Company anticipates that it will hire approximately 10 employees
over the next six months and 150  employees  over the next 21 months,  including
engineers and manufacturing technicians necessary to produce its aircraft.

Charge to Income in the Event of Conversion of Performance Shares

         In the event the Company  attains  certain  earnings  thresholds or the
Company's Class A Common Stock meets certain minimum bid price levels, the Class
E Common Stock will be  converted  into Class B Common  Stock.  In the event any
such converted Class E Common Stock is held by officers, directors, employees or
consultants,  the maximum  compensation expense recorded for financial reporting
purposes  will be an amount  equal to the fair value of the shares  converted at
the time of such  conversion  which  value  cannot be  predicted  at this  time.
Therefore,  in the event the Company  attains such earnings  thresholds or stock
price levels, the Company will recognize a substantial charge to earnings during
the  period in which  such  conversion  occurs,  which  would have the effect of
increasing the Company's loss or reducing or eliminating  its earnings,  if any,
at that time. In the event the Company does not attain these earnings thresholds
or minimum bid price levels, and no conversion  occurs, no compensation  expense
will be recorded for financial reporting purposes.

Item 5.  Other Information

Financing of Manufacturing Facility

          On August 5,  1997,  the  Company  entered  into  agreements  with the
California  Economic  Development  Financing  Authority (the  "Authority"),  The
Sumitomo  Bank,  Limited (the  "Bank") and Rauscher  Pierce  Refnes,  Inc.  (the
"Underwriter") whereby the Authority issued $8,500,000 in industrial development
bonds  ("IDBs")  and loaned the  proceeds to the  Company.  The Bank  provided a
letter of credit to support the payment of  principal  and interest on the IDBs.
The  Company  will use the  loan  proceeds  from  the IDBs for the  acquisition,
construction and equipping of an approximately 200,000 square foot manufacturing
facility located in the City of Long Beach, California.

          The Company was required to provide cash collateral to the Bank in the
amount of $8,500,000 for a stand-by  letter of credit in favor of the holders of
the IDBs,  which stand-by letter of credit will expire on August 5, 2002, if not
terminated earlier by the Company or the Bank.

                                       10

<PAGE>


                    ADVANCED AERODYNAMICS & STRUCTURES, INC.
                        (A Development Stage Enterprise)



                           PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports of Form 8-K

         (a)      Exhibits:


Exhibit No.       Description                                          Page No.
-------------------------------------------------------------------------------

*3.1              Certificate of Incorporation........................
**3.2             Bylaws..............................................
*3.3              Amendment to Certificate of Incorporation...........
*4.1              Specimen Certificate of Class A Common Stock........
*4.2              Warrant Agreement (including form of Class A and 
                  Class B Warrant Certificates........................
*4.3              Form of Underwriter's Unit Purchase Option..........
*10.1             Form of Indemnification Agreement...................
**10.2            Amended 1996 Stock Option Plan......................
*10.3             Employment Agreement dated as of May 1, 1996 between 
                  the Company and Dr.  Carl L. Chen...................
*10.4             Agreement of Merger dated July 16, 1996 between 
                  Advanced Aerodynamics and Structures, Inc., 
                  California corporation, and Advanced Aerodynamics 
                  & Structures, Inc., a Delaware corporation..........
**10.5            Lease dated December 19, 1996 between Olen 
                  Properties Corp., a Florida corporation, and 
                  the Company.........................................
***10.6           Standard Sublease dated June 27, 1997 with Budget 
                  Rent-a-Car of Southern California...................
***10.7           Standard Sublease dated July 16, 1997 with Budget 
                  Rent-a-Car of Southern California...................
***10.8           Standard Industrial/Commercial Multi-Tenant 
                  Lease-Gross dated March 12, 1997 with the Golgolab 
                  Family Trust........................................
11.1              Statement re: Computation of Per Share Earnings.....
27                Financial Data Schedule.............................

         * Incorporated by reference to the Company's  Registration Statement on
Form  SB-2  (333-12273)  declared  effective  by  the  Securities  and  Exchange
Commission on December 3, 1996.

         **  Incorporated  by reference to the  Company's  Report on Form 10-KSB
filed with the Securities and Exchange Commission on March 31, 1997.

         *** Incorporated by reference by the Company's Post-Effective Amendment
No. 1 to Form SB-2 Registration Statement filed with the Securities and Exchange
Commission on August 5, 1997.

         Reports on Form 8-K:

                  During the quarter  ended June 30,  1997,  the Company did not
file any reports on Form 8-K.


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<PAGE>


                    ADVANCED AERODYNAMICS & STRUCTURES, INC.
                        (A Development Stage Enterprise)


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated:  August 14, 1997                 ADVANCED AERODYNAMICS & STRUCTURES, INC.


                                        By: /s/ Carl L. Chen
                                           ------------------------------------
                                           Carl L. Chen, President


                                        By: /s/ Dave Turner
                                           ------------------------------------
                                           Dave Turner, Chief Financial Officer







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