SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                                (Amendment No. 1)

( X )        Quarterly  Report Pursuant to Section 13 or 15(d) of the Securities
             Exchange Act of 1934

             For the quarterly period ended September 30, 1998.

                                       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 No. 0-15192

                       AMERICAN BIOGENETIC SCIENCES, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

              DELAWARE                                   11-2655906     
  ---------------------------------------------------------------------------
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                      Identification No.)

                   1375 Akron Street, Copiague, New York 11726
           ----------------------------------------------------------
          (Address of principal executive offices, including zip code)

                                 (516) 789-2600
               --------------------------------------------------
              (Registrant's telephone number, including area code)


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

Below are indicated the number of shares outstanding of each of the registrant's
classes of common stock as of November 13, 1998.


                        Class                   Outstanding at November 12, 1998
--------------------------------------------------------------------------------

Class A Common Stock, par value $.001                    35,510,538
Class B Common Stock, par value $.001                     3,000,000


<PAGE>



                       American Biogenetic Sciences, Inc.

                                   Form 10-Q/A

                    For the Quarter Ended September 30, 1998


PART I.     FINANCIAL INFORMATION                                           Page
                                                                            ----
                                                 

Item 2.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations............................................  3
Part II.    OTHER INFORMATION
            SIGNATURES.......................................................  7


                                       -2-

<PAGE>



 ITEM 2.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

         The Company's  results of operations  include the results of operations
of Stellar Bio Systems,  Inc.  ("Stellar")  from April 23, 1998, the date of its
acquisition by the Company.

Results of Operations

         Three Months ended September 30, 1998

         The  Company's  net loss of  $1,659,000  for the  third  quarter  ended
September 30, 1998 was $45,000  higher than the net loss of  $1,614,000  for the
third  quarter  ended  September  30,  1997.  The  increase  in the net loss was
primarily  due to an  increase in interest  expense  ($255,000),  an increase in
selling,  general and  administrative  expense  ($109,000)  and a  reduction  in
investment  income  ($36,000)  offset,  in  large  part,  by  the  gross  profit
($239,000)  of Stellar and of TpP,  the  Company's  Thrombus  Precursor  Protein
diagnostic   test,  and  a  reduction  in  research  and  development   expenses
($117,000).

         Sales during the three months ended  September 30, 1998 were  $412,000,
consisting  of sales of Stellar  products for a full three months and  continued
sales of TpP.  Stellar was acquired in April 1998 and TpP sales commenced in the
fourth quarter of 1997. Accordingly,  there were no product sales by the Company
in the comparable 1997 period.

         Cost of  sales  for the  three  months  ended  September  30,  1998 was
$173,000 or 42% of sales.

         Research and development  expenses  decreased $117,000 from $704,000 to
$587,000,  primarily  as a result of  reductions  in  research  and  development
personnel and consulting costs offset,  in part, by increases in the cost of TpP
clinical studies and point of care (POC)  development costs and the inclusion of
Stellar for the entire three months of 1998.

         Selling,  general and  administrative  expenses increased $109,000 from
$973,000 to  $1,082,000,  primarily as a result of the  inclusion of Stellar for
the  entire  three  months  of 1998  and  increased  costs  associated  with the
marketing and promotional effort for TpP.

         Interest expense  increased by $255,000 from $65,000 in the 1997 period
to $320,000 in the 1998 period, resulting from an increase in the amortized debt
issuance and debenture discount cost component of interest expense ($240,000 and
$19,000  during  the  third  quarters  of 1998  and  1997,  respectively).  Upon
conversion of the Company's convertible  debentures ($83,000 and $150,000 during
the third quarters of 1998 and 1997, respectively), the related unamortized debt
issuance  costs ($9,000 and $4,000  during the third  quarters of 1998 and 1997,
respectively) were charged to paid-in capital.  As a result of the November 1998
repurchase of the Company's 5% Convertible Debentures,  ongoing interest expense
related to these debentures ceased. The Company will record a one time charge to
earnings of approximately  $1,140,000 in the fourth quarter of 1998, relating to
the early extinguishment of the 5% Convertible Debentures.

         Investment income decreased $36,000 from $127,000 in the 1997 period to
$91,000 in the 1998 period as a result of lower average cash balances offset, in
part, by slightly higher interest rates on U.S. Government  obligations in which
most of the Company's available cash is invested.

                                       -3-

<PAGE>



         Nine Months Ended September 30, 1998

         The  Company's  net loss  decreased  $1,469,000  during the nine months
ended  September 30, 1998 from a loss of $6,041,000  during the 1997 period to a
loss of  $4,572,000  in the  1998  period.  The  reduction  in the  net  loss is
attributable  to the reduced  research and  development  expenses  ($1,013,000),
gross  profit  ($538,000  or 63%) on sales of Stellar  products and TpP kits and
reduced  interest  expense  ($382,000)  offset,  in part, by increased  selling,
general and  administrative  expenses  ($263,000) and reduced  investment income
($191,000).

         Sales during the nine months ended  September  30, 1998 were  $853,000,
consisting of sales of Stellar products since the date of acquisition of Stellar
in late April 1998 and sales of TpP,  which  commenced in the fourth  quarter of
1997. Accordingly,  there were no product sales by the Company in the comparable
1997 period. Revenues during the nine months of 1997 ($9,000) were from the sale
of  reagents,   research   materials  and  services  relating  to  collaborative
agreements.

         Cost of sales for the nine months ended September 30, 1998 was $315,000
or 37% of sales.

         Research and development  expenses decreased $1,013,000 from $2,676,000
to $1,663,000 in the 1998 period  primarily due to the absence of costs incurred
during the first six months of 1997 relating to the  relocation of the Company's
research  laboratories  from South Bend,  Indiana to Boston,  Massachusetts  and
reduced  consulting  costs  offset,  in part,  by  increases  in the cost of TpP
clinical  studies  and POC  development  costs.  The  costs  of such  relocation
included  severance,  relocation and moving costs as well as duplicate  facility
costs.

         Selling,  general and  administrative  expenses increased $263,000 from
$2,950,000  in the 1997 period to  $3,213,000  in the 1998 period as a result of
increased  personnel  costs,  selling  expenses  relating to the  marketing  and
promotion of TpP and the inclusion of Stellar from April 23, 1998.

         Interest expense decreased $382,000 from $878,000 in the 1997 period to
$496,000 in the 1998 period due to a reduction  of $238,000 in  amortization  of
the debt discount  ($492,000 related to the Company's 7% Convertible  Debentures
included in the first  quarter of 1997 as  compared to $254,000 of  amortization
related to the  Company's  5%  Convertible  Debentures  issued May 20, 1998) and
lower  outstanding  Debentures  during the first five  months of 1998.  Upon the
conversion of the Company's  Convertible  Debentures  ($1,783,000 and $8,450,000
during the nine months of 1998 and 1997, respectively),  the related unamortized
debt  issuance  costs  ($33,000 and $357,000  during the nine months of 1998 and
1997, respectively) were charged to paid-in capital. As a result of the November
1998  repurchase of the Company's 5% Convertible  Debentures,  ongoing  interest
expense related to these debentures  ceased.  The Company will record a one time
charge to earnings of  approximately  $1,140,000 in the fourth  quarter of 1998,
relating to the early extinguishment of the 5% Convertible Debentures.

         Investment  income decreased  $191,000 from $453,000 in the 1997 period
to  $262,000  in the 1998  period as a result  of lower  average  cash  balances
offset,  in  part,  by  slightly  higher  interest  rates  on  U.S.   Government
obligations in which most of the Company's available cash is invested.

Liquidity and Capital Resources

         As of September 30, 1998, the Company had working capital of $5,802,000
compared to $6,961,000 at December 31, 1997. The Company's  management  believes
that current  working  capital will be sufficient  to fund its  liquidity  needs
beyond 1998.


                                       -4-

<PAGE>



         During the nine months ended  September 30, 1998,  the Company's  cash,
position  decreased by  $1,426,000  to  $5,695,000.  Operating  activities  used
$3,839,000 in cash,  resulting primarily from a cash loss of $3,825,000,  net of
non cash expenses of $747,000, and cash used by a net change in operating assets
and  liabilities  of  $14,000.   Investing  activities  used  $336,000  in  cash
(primarily  related to the  acquisition of Stellar and payments for patent costs
and fixed assets).  Financing  activities  provided a net of $2,779,000 in cash,
principally  from  the  sale  of  $4,000,000  principal  amount  5%  Convertible
Debentures  for  $3,727,000,  after  expenses,  offset,  in part,  primarily  by
payments  made in lieu of issuing  shares of Class A Common  Stock to holders of
the Company's 7% Convertible Debentures upon conversion thereof. During the nine
months ended  September  30,  1998,  $83,000 of the 5%  Convertible  Debentures,
$1,350,000 of the 7%  Convertible  Debentures and $350,000 of the 8% Convertible
Debentures were converted into an aggregate of 1,036,142 Class A Common Stock.

         On October  27,  1998,  the  Company  agreed to issue an  aggregate  of
10,800,000 shares of its Class A Common Stock to a group of accredited investors
at a price of $.25 per share,  a price above the market  price of the  Company's
Class A  Common  Stock  at the  time.  Of such  shares,  4,000,000  shares  were
purchased by Alfred J. Roach,  the Company's  Chairman of the Board of Directors
and Chief Executive Officer,  for an aggregate price of $1,000,000.  The Company
has agreed to  register  the shares  issued in the private  placement  under the
Securities  Act of 1933, as amended (the  "Securities  Act"),  within six months
after the issuance of the shares. The $2,700,000 proceeds thereof, together with
$1,152,000  of the  Company's  funds,  were  used to  repurchase  the  remaining
$3,248,000  outstanding principal amount plus accrued interest and a 16% premium
of the  Company's 5%  Convertible  Debentures  and Warrants to purchase  261,228
shares of the Company's  Class A Common Stock,  each of which had been issued in
May 1998 as part of a private  placement of  $4,000,000 of such  debentures,  of
which $752,000 has been  converted into an aggregate of 4,000,000  shares of the
Company's  Class A Common Stock.  As a result,  in the fourth  quarter of fiscal
1998,  the Company  will  record a one time charge to earnings of  approximately
$1,140,000  for  the  loss on the  early  extinguishment  of the 5%  Convertible
Debentures.

         The  Company  expects to  continue  to incur  substantial  expenditures
relating to new diagnostic and therapeutic product development, ongoing clinical
studies for TpP,  marketing and  manufacturing of TpP and the Company's  FiF(TM)
reagents and kits,  developing  point of care (POC) formats for TpP,  additional
preclinical  development  of  neurological  compounds  (ABS  103 and  ABS  205),
additional  investment  in  Stellar's  product  line by  filing  510K's  for FDA
approval and  developing  new  monoclonal  antibodies  and products based on the
proprietary antigen free mouse technology.  In addition,  the Company is seeking
strategic  acquisitions of products and/or companies which may entail the use of
cash,  issuance  of stock or debt.  While the Company  has begun  marketing  its
products  directly,  its product  development  plans still include entering into
collaborative, licensing and co-marketing arrangements with other diagnostic and
pharmaceutical companies to provide additional funding and clinical expertise to
perform tests necessary to obtain regulatory  approvals,  provide  manufacturing
expertise and market the Company's products. There can be no assurance that such
arrangement  will be entered into or, if entered  into,  that the terms  thereof
will be  favorable  to the Company.  Without  such  collaborative,  licensing or
co-marketing  arrangements,  additional  sources of funding  will be required to
finance the  Company.  There can be no  assurance  that such  financing  will be
available or, if available, the terms thereof.

Year 2000

         State of Readiness

         The Year 2000 problem is the result of computer  programs being written
using two digits rather than four to define the applicable year.  Therefore,  it
is possible that programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000,  which could  result in a
system failure or

                                       -5-

<PAGE>



miscalculation. The Company has been assessing the impact of the Year 2000 issue
on its information systems. The Company uses software developed and supported by
third parties for various  applications  including financial  reporting,  sales,
purchasing and inventory, which will require upgrade.

         In  addition,  the  Company  may  face  some  risk to the  extent  that
suppliers of products  and others with whom the Company has a material  business
relationship  will not be Year 2000  compliant.  Accordingly,  the  Company  has
initiated formal  communications with significant suppliers and third parties in
order to  determine  the extent to which the  Company may be  vulnerable  to the
failure of these  suppliers and third  parties to remediate  their own Year 2000
issues.  The Company  will review and  evaluate  the  responses  it receives and
periodically  monitor  the  progress  of these  suppliers  and third  parties in
addressing their own Year 2000 issues.

         The Company is also reviewing its non-information technology systems to
determine the extent of any changes that may be necessary and currently believes
that minimal changes are necessary for Year 2000 compliance.

         Costs

         The estimated cost of the Year 2000 project is  approximately  $50,000.
This cost estimate may change as the Company progresses in its Year 2000 project
and obtains additional information and conducts further testing.

         Risks

         The Company is not aware, at this time, of any Year 2000 non-compliance
that  will not be fixed by the Year  2000 and that will  materially  affect  the
Company.  However  some risks that the  Company  faces  include:  the failure of
internal information systems, a slow down in receipt of manufactured product and
in customer's ability to make payments.

         Contingency Plans

         As an additional precaution, the Company intends to develop contingency
plans to mitigate  the possible  disruption  in business  operations  that could
result.  These plans,  which are  dependent in large part to the  responses  the
Company  receives  from  third  parties  with whom the  Company  has a  business
relationship,  are also expected to be completed  during the first half of 1999.
Once developed, contingency plans and related cost estimates will be continually
refined as additional information becomes available.

Information on Forward-Looking Statements.

         Certain  statements  in  the  foregoing  Management's   Discussion  and
Analysis (the "MD&A") are not historical  facts or information and certain other
statements in the MD&A are forward-looking  statements within the meaning of The
Private  Securities  Litigation  Reform Act of 1995 (the "Act").  In particular,
when used in the preceding discussion, the words "believes,  expects, or intends
to" and similar conditional expressions are intended to identify forward-looking
statements  within  the  meaning of the Act and are  subject to the safe  harbor
created  by  the  Act.  Such   statements  are  subject  to  certain  risks  and
uncertainties and actual results could differ materially from those expressed in
any of the forward-looking statements. Such risks and uncertainties include, but
are not limited to,  conditions  in the general  acceptance  of our products and
technologies,   competitive  factors,  the  ability  to  successfully   complete
additional financings and other risks described in our SEC reports and filings.


                                       -6-

<PAGE>


                                   SIGNATURES

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

                                         AMERICAN BIOGENETIC SCIENCES, INC.



Date: February 25, 1999                  By:  /s/ Josef C. Schoell            
                                             -----------------------------------
                                                  Josef C. Schoell
                                             Vice President, Finance Principal
                                              (Financial and Accounting Officer)




                                       -7-