SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

                                FORM 10-Q

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

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

For the quarter ended March 31, 2002             Commission File Number 0-19041


                      American Biogenetic Sciences, Inc.
            (Exact name of registrant as specified in its charter)

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


             1375 Akron Street                           631-789-2600
        Copiague, New York 11726                      (Telephone number)
  (Address of Principal Executive Offices)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days YES X NO

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

           Class                                   Outstanding at May 3, 2002
--------------------------------------             ---------------------------
Class A Common Stock, par value $.001                        41,949,909
Class B Common Stock, par value $.001                         3,000,000


Page 1
<PAGE>



           AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARIES
           ---------------------------------------------------
                      (a development stage company)

             Form 10-Q for the Quarter Ended  March 31, 2002
            -------------------------------------------------

                                  INDEX

Part I -  FINANCIAL INFORMATION

Item 1:  Financial Statements:                                        Page No.
                                                                      --------
         Consolidated Balance Sheets -
             March 31, 2002 and December 31, 2001                        3

         Consolidated Statements of Operations -
             Three Months Ended March 31, 2002 and March 31, 2001
             and For the Period from Inception (September 1, 1983)
             Through March 31, 2002                                      4

         Consolidated Statements of Cash Flows -
             Three Months Ended March 31, 2002 and March 31, 2001
              and For the Period from Inception (September 1, 1983)
             Through March 31, 2002                                      5

         Consolidated Statements of Stockholders' Equity -
             For the Period from Inception (September 1, 1983)
             Through March 31, 2002                                    6 - 9

         Notes to Consolidated Financial Statements                   10 - 13

Item 2:  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                          14 - 17

Item 3:  Quantitative and Qualitative Disclosures about Market Risk     17


Part II - OTHER INFORMATION

Item 6:  Exhibits and Reports on Form 8-K                               18

         Signature                                                      18

Page 2
<PAGE>



               AMERICAN BIOGENETIC SCIENCES, INC AND SUBSIDIARIES
                        (a development stage company)

                         CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                              March                December
                                                                                             31, 2002              31, 2001
                                                                                         -----------------     ----------------
                                                                                           (Unaudited)
<S>                                                                                      <C>                   <C>
                                        Assets
Current Assets:
 Cash and cash equivalents                                                               $        150,000      $       672,000
 Accounts receivable                                                                               37,000               25,000
 Inventories                                                                                      324,000              330,000
 Other current assets                                                                              24,000               12,000
                                                                                         -----------------     ----------------
    Total current assets                                                                          535,000            1,039,000
                                                                                         -----------------     ----------------
Fixed assets, at cost, net of accumulated depreciation and amortization of
  $1,960,000 and $1,953,000, respectively                                                          88,000               95,000
Patent costs, net of accumulated amortization of $790,000 and
  $750,000, respectively                                                                        1,935,000            1,975,000
Other assets                                                                                       85,000               82,000
                                                                                         -----------------     ----------------
                                                                                         $      2,643,000      $     3,191,000
                                                                                         =================     ================

                         Liabilities And Stockholders' Equity
Current Liabilities:
  Accounts payable and accrued expenses                                                  $        747,000      $       639,000
  Current portion of capital lease obligation                                                      16,000               16,000
  Current portion of notes payable                                                                 60,000                    -
                                                                                         -----------------     ----------------
     Total current liabilities                                                                    823,000              655,000
                                                                                         -----------------     ----------------
 Long Term Liabilities:
  Capital lease obligation                                                                         50,000               57,000
                                                                                         -----------------     ----------------
     Total liabilities                                                                            873,000              712,000
                                                                                         -----------------     ----------------

 Stockholders' Equity:
  Series A & B convertible preferred stock, par value $.001 per share;
    10,000,000 shares authorized; 9,833 shares and 10,333 shares issued
    outstanding, respectively (liquidation preference of $5,250,000
    and $5,500,000 respectively)                                                                        -                    -
  Class A common stock, par value $.001 per share; 150,000,000 shares authorized;
    41,949,909 and 41,425,909 shares issued and outstanding, respectively                          42,000               41,000
  Class B common stock, par value $.001 per share; 3,000,000 shares authorized;
    3,000,000 shares issued and outstanding                                                         3,000                3,000
  Additional paid-in capital                                                                   76,247,000           76,224,000
  Deficit accumulated during the development stage                                            (74,486,000)         (73,720,000)
  Deferred stock compensation                                                                     (36,000)             (69,000)
                                                                                         -----------------     ----------------
     Total stockholders' equity                                                                 1,770,000            2,479,000
                                                                                         -----------------     ----------------
                                                                                         $      2,643,000      $     3,191,000
                                                                                         -----------------     ----------------
</TABLE>

The accompanying notes are an integral part of these consolidated balance sheets

Page 3
<PAGE>


               AMERICAN BIOGENETIC SCIENCES, INC AND SUBSIDIARIES
                          (a development stage company)

                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                (unaudited)
<TABLE>
<CAPTION>
                                                                                                        For the Period From
                                                              Three Months Ended                       Inception (September
                                               --------------------------------------------------         1, 1983) Through
                                                 March 31, 2002               March 31, 2001              March 31, 2002
                                               -------------------        -----------------------     ----------------------
<S>                                            <C>                        <C>                         <C>
    Revenues:
     Sales                                     $          23,000                   $488,000                    $5,220,000
     Royalties / license fees                             25,000                      1,000                     1,564,000
     Collaborative agreements                                 -                      34,000                       577,000
                                               -------------------        -----------------------     ----------------------
                                                          48,000                    523,000                     7,361,000
    Costs and expenses:
       Cost of sales                                       6,000                    192,000                     2,032,000
       Research and development                          132,000                    331,000                    32,976,000
       Selling, general and administrative               674,000                    901,000                    42,071,000
       Facility consolidation cost                             -                          -                       252,000
                                               -------------------        -----------------------     ----------------------
    Loss from operations                                (764,000)                  (901,000)                  (69,970,000)
                                               -------------------        -----------------------     ----------------------

     Other Income (Expense):
       Interest expense                                   (3,000)                    (2,000)                   (4,421,000)
       Net gain on sale of fixed assets                        -                      2,000                        17,000
       Net loss on sale of business                            -                          -                      (288,000)
       Investment income, net                              1,000                      8,000                     4,719,000
       Equity in loss of joint venture                         -                          -                       (62,000)
                                               -------------------        -----------------------     ----------------------
    Loss before extraordinary charge                    (766,000)                  (893,000)                  (70,005,000)

    Extraordinary charge for early
       retirement of debentures, net                           -                          -                    (1,140,000)
                                               -------------------        -----------------------     ----------------------
    Net loss                                            (766,000)                  (893,000)                  (71,145,000)
    None-cash preferred stock dividend                         -                          -                    (3,341,000)
                                               -------------------        -----------------------     ----------------------

    Net loss attributable to common
    stockholders                                       ($766,000)                 ($893,000)                 ($74,486,000)
                                               ===================        =======================     ======================

    Per Share Information (Note 2):

    Basic and Diluted net loss per share                   ($.02)                     ($.02)
                                               ===================        =======================

    Common shares used in computing per share
       amounts:
       Basic and Diluted                              44,859,000                 44,089,000
                                               ===================        =======================

</TABLE>

The accompanying notes are an integral part of these consolidated statements.

Page 4
<PAGE>

               AMERICAN BIOGENETIC SCIENCES, INC AND SUBSIDIARIES
                       (a development stage company)
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                              (unaudited)
<TABLE>
<CAPTION>
                                                                                                          For the Period From
                                                                        Three Months Ended               Inception (September 1,
                                                               --------------------------------------          1983) Through
                                                                March 31, 2002      March 31, 2001           March 31, 2002
                                                               -----------------   -----------------     ----------------------
<S>                                                            <C>                 <C>                   <C>
Cash Flows From Operating Activities:
Net income (loss)                                                    ($766,000)          ($893,000)         $ (71,145,000)
Adjustments to reconcile net (loss) to net cash
 used in operating activities:
   Depreciation and amortization                                        47,000              99,000              3,725,000
   Net gain on sale of fixed assets                                          -              (2,000)               (17,000)
   Net loss on sale of business                                              -                   -                288,000
   Net gain on sale of marketable securities                                 -                   -               (217,000)
   Other noncash expenses accrued primarily for stocks,
    options and warrants                                                33,000              57,000              3,013,000
   Amortization of debt discount included in interest expense                -                   -              2,160,000
   Extraordinary loss on repurchase of debt                                  -                   -              1,140,000
   Write-off of patent costs                                                 -                   -                192,000
   Equity in loss of joint venture                                           -                   -                 62,000
 Changes  in  operating  assets and  liabilities,
  net of effect of sale of business:
   (Increase) decrease in accounts receivable                          (12,000)           (127,000)              (162,000)
   (Increase) decrease in inventories                                    6,000             (23,000)              (440,000)
   (Increase) decrease in other current assets                         (12,000)             51,000                (24,000)
   (Increase) decrease in other assets                                  (3,000)             10,000                 71,000
   Increase (decrease) in accounts payable and accrued expenses        132,000             115,000              1,103,000
   Increase in interest payable to stockholder                               -                   -                120,000
                                                               -----------------   -----------------     ----------------------
       Net cash provided by (used in) operating activities            (575,000)           (713,000)           (60,131,000)
                                                               -----------------   -----------------     ----------------------
Cash Flows From Investing Activities:
  Capital expenditures                                                       -              (2,000)            (2,095,000)
  Proceeds from sale of fixed assets                                         -               2,000                 28,000
  Payments for patent costs and other assets                                 -             (90,000)            (2,973,000)
  Proceeds from sale of business                                             -                   -              1,232,000
  Business acquisition, net of stock issued and cash acquired                -                   -               (119,000)
  Proceeds from maturity and sale of marketable securities                   -                   -             67,549,000
  Purchases of marketable securities                                         -                   -            (67,332,000)
                                                               -----------------   -----------------     ----------------------
       Net cash provided by (used in) investing activities                   -             (90,000)            (3,710,000)
                                                               -----------------   -----------------     ----------------------
Cash Flows From Financing Activities:
  Payments to debentureholders                                               -                   -             (2,246,000)
  Proceeds from issuance of common stock, net                                -              19,000             42,898,000
  Proceeds from issuance of Series A convertible preferred stock             -                   -              3,000,000
  Proceeds from issuance of Series B convertible preferred stock             -                   -              2,050,000
  Proceeds from issuance of 5% convertible debentures, net                   -                   -              3,727,000
  Proceeds from issuance of 7% convertible debentures, net                   -                   -              8,565,000
  Proceeds from issuance of 8% convertible debentures, net                   -                   -              7,790,000
  Principal payments under capital lease obligation and notes
    payable                                                             (7,000)            (14,000)              (362,000)
  Redemption of 8% convertible debentures                                    -                   -               (500,000)
  Repurchase of 5% convertible debentures                                    -                   -             (3,852,000)
  Capital contributions from chairman                                        -                   -              1,000,000
  Increase in loans payable to stockholder / affiliates                 60,000                   -              3,642,000
  Repayment of loans payable to stockholder / affiliates
   (remainder contributed to capital by the stockholder)                     -                   -             (1,721,000)
                                                               -----------------   -----------------     ----------------------
       Net cash provided by (used in) financing activities              53,000               5,000             63,991,000
                                                               -----------------   -----------------     ----------------------

Net Increase (Decrease) in Cash and Cash Equivalents                  (522,000)           (798,000)               150,000

Cash and Cash Equivalents at Beginning of Period                       672,000           1,194,000                      -

                                                               -----------------   -----------------     ----------------------
Cash and Cash Equivalents at End of Period                            $150,000            $396,000          $     150,000
                                                               -----------------   -----------------     ----------------------

Supplemental Disclosure of Non-cash Activities:
  Capital expenditure made under capital lease obligation                    -                   -          $     107,000
                                                               -----------------   -----------------     ----------------------
  Convertible debentures converted into 0, 0 and 10,470,583
    shares of Common Stock, respectively                                     -                   -          $  14,658,000
                                                               -----------------   -----------------     ----------------------
  Fair value of warrants or stock options issued                             -                   -          $   4,394,000
                                                               -----------------   -----------------     ----------------------
  Conversion of stockholder loan to preferred stock or paid-in
    capital                                                                  -                   -          $   1,981,000
                                                               -----------------   -----------------     ----------------------
</TABLE>
The accompanying notes are an integral part of these consolidated statements.

Page 5
<PAGE>


              AMERICAN BIOGENETIC SCIENCES, INC AND SUBSIDIARIES
                        (a development stage company)
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                              (unaudited)

<TABLE>
<CAPTION>
                                                           Per               Class A                          Class B
                                                          Share           Common Stock                      Common Stock
                                                          Amount     Shares           Dollars         Shares           Dollars
                                                         --------  -------------  --------------  --------------  ---------------
<S>                                                      <C>       <C>            <C>             <C>             <C>
BALANCE, AT INCEPTION,  (SEPTEMBER 1, 1983)              $                        $           -               -   $            -

  Sale of common stock to Chairman for cash                .33          78,000                -               -                -
  Net (loss) for the period                                                  -                -               -                -
                                                                   -------------  --------------  --------------  ---------------
BALANCE, DECEMBER 31, 1983                                              78,000                -               -                -
                                                                   -------------  --------------  --------------  ---------------
  Sale of common stock to Chairman for cash                .33         193,500                -               -                -
  Net (loss) for the period                                                  -                -               -                -
                                                                   -------------  --------------  --------------  ---------------
BALANCE, DECEMBER 31, 1984                                             271,500                -               -                -
                                                                   -------------  --------------  --------------  ---------------
  Sale of common stock to Chairman for cash                .33         276,700            1,000               -                -
  Net (loss) for the period                                                  -                -               -                -
                                                                   -------------  --------------  --------------  ---------------
BALANCE, DECEMBER 31, 1985                                             548,200            1,000               -                -
                                                                   --------------------------------------------------------------
  Sale of common stock to Chairman for cash                .33         404,820                -               -                -
  Net (loss) for the period                                                  -                -               -                -
                                                                   -------------  --------------  --------------  ---------------
BALANCE, DECEMBER 31, 1986                                             953,020            1,000               -                -
                                                                   -------------  --------------  --------------  ---------------
  Sale of common stock to Chairman for cash                .33          48,048                -               -                -
  Net (loss) for the period                                                  -                -               -                -
                                                                   -------------  --------------  --------------  ---------------
BALANCE, DECEMBER 31, 1987                                           1,001,068            1,000               -                -
                                                                   -------------  --------------  --------------  ---------------
  Exchange of common stock for Class B stock                        (1,001,068)          (1,000)      1,001,068            1,000
  Sale of Class B stock to Chairman for cash               .33               -                -       1,998,932            2,000
  Net (loss) for the period                                                  -                -               -                -
                                                                   -------------  --------------  --------------  ---------------
BALANCE, DECEMBER 31, 1988                                                   -                -       3,000,000            3,000
                                                                   -------------  --------------  --------------  ---------------
  Net (loss) for the period                                                  -                -               -                -
                                                                   -------------  --------------  --------------  ---------------
BALANCE, DECEMBER 31, 1989                                                   -                -       3,000,000            3,000
                                                                   -------------  --------------  --------------  ---------------
  Conversion of loans payable to stockholder into
    additional paid-in capital                                               -                -               -                -
  Sale of 1,150,000 Units to public consisting of
    3,450,000 shares of Class A common stock and
    warrants (net of $1,198,000 underwriting expenses)    2.00       3,450,000            3,000               -                -
  Conversion of Class B stock into
    Class A stock                                                      668,500            1,000        (668,500)          (1,000)
  Net (loss) for the period                                                  -                -               -                -
                                                                   -------------  --------------  --------------  ---------------
BALANCE, DECEMBER 31, 1990                                           4,118,500           $4,000       2,331,500           $2,000
                                                                   -------------  --------------  --------------  ---------------
</TABLE>
(Continued)


Page 6
<PAGE>

              AMERICAN BIOGENETIC SCIENCES, INC AND SUBSIDIARIES
                        (a development stage company)
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                              (unaudited)
<TABLE>
<CAPTION>
                                                           Per               Class A                          Class B
                                                          Share           Common Stock                      Common Stock
                                                          Amount     Shares           Dollars         Shares           Dollars
                                                         --------  -------------  --------------  --------------  ---------------
<S>                                                      <C>       <C>            <C>             <C>             <C>
BALANCE, DECEMBER 31, 1990                               $           4,118,500           $4,000       2,331,500           $2,000

  Exercise of Class A Warrants (net of $203,000
    in underwriting expenses) for cash                      3.00     3,449,955            3,000               -                -
  Exercise of Class B Warrants for cash                     4.50        79,071                -               -                -
  Conversion of Class B stock
    into Class A stock                                                 850,000            1,000        (850,000)          (1,000)
  Exercise of stock options                                 2.00       417,750            1,000               -                -
  Fair value of warrants issued                                              -                -               -                -
  Net (loss) for the period                                                  -                -               -                -
                                                                   -------------  --------------  --------------  ---------------
BALANCE, DECEMBER 31, 1991                                           8,915,276            9,000       1,481,500            1,000
                                                                   -------------  --------------  --------------  ---------------
  Exercise of Class B Warrants (net of $701,000
    in underwriting expenses) for cash                      4.50     3,370,884            3,000               -                -
  Conversion of Class B stock
    into Class A stock                                                 106,000                -        (106,000)               -
  Exercise of stock options                                 2.49       348,300            1,000               -                -
  Net (loss) for the period                                                  -                -               -                -
                                                                   -------------  --------------  --------------  ---------------
BALANCE, DECEMBER 31, 1992                                          12,740,460           13,000       1,375,500            1,000
                                                                   -------------  --------------  --------------  ---------------
  Sale of common stock to Medeva PLC.                       7.50       200,000                -               -                -
  Exercise of stock options                                 2.00        32,700                -               -                -
  Net (loss) for the period                                                  -                -               -                -
                                                                   -------------  --------------  --------------  ---------------
BALANCE, DECEMBER 31, 1993                                          12,973,160           13,000       1,375,500            1,000
                                                                   -------------  --------------  --------------  ---------------
  Exercise of stock options                                 2.16        91,250                -               -                -
  Net (loss) for the period                                                  -                -               -                -
                                                                   -------------  --------------  --------------  ---------------
BALANCE, DECEMBER 31, 1994                                          13,064,410           13,000       1,375,500            1,000
                                                                   -------------  --------------  --------------  ---------------
  Conversion of 8% convertible debentures into
    Class A Common Stock                                    1.85       354,204                -               -                -
  Exercise of stock options                                 1.82        12,750                -               -                -
Fair value of warrants/options issued                                        -                -               -                -
  Net (loss) for the period                                                  -                -               -                -
                                                                   -------------  --------------  --------------  ---------------
BALANCE, DECEMBER 31, 1995                                          13,431,364          $13,000       1,375,500           $1,000
                                                                   -------------  --------------  --------------  ---------------
</TABLE>
(Continued)


Page 7
<PAGE>

              AMERICAN BIOGENETIC SCIENCES, INC AND SUBSIDIARIES
                        (a development stage company)
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                              (unaudited)

<TABLE>
<CAPTION>

                                                           Per               Class A                          Class B
                                                          Share           Common Stock                      Common Stock
                                                          Amount     Shares           Dollars         Shares           Dollars
                                                         --------  -------------  --------------  --------------  ---------------
<S>                                                      <C>       <C>            <C>             <C>             <C>
  BALANCE, DECEMBER 31, 1995                                        13,431,364          $13,000       1,375,500           $1,000
    Conversion of 8% convertible debentures into
      Class A Common Stock                                  2.74     2,269,755           $2,000               -                -
    Exercise of stock options                               2.53       569,875            1,000               -                -
    Fair value of warrants /options issued                                   -                -               -                -
    Discount on 7% convertible debentures                                    -                -               -                -
    Net (loss) for the period                                                -                -               -                -
                                                                   -------------  --------------  --------------  ---------------
  BALANCE, DECEMBER 31, 1996                                        16,270,994           16,000       1,375,500            1,000
                                                                   -------------  --------------  --------------  ---------------
    Conversion of 7% and 8% convertible debentures into
      Class A Common Stock                                  2.93     2,995,006            3,000               -                -
    Sale of Class B Common Stock to Chairman for cash       2.23             -                -         350,000            1,000
    Exercise of stock options                               2.00        27,500                -               -                -
    Fair value of warrants issued                                            -                -               -                -
    Class A Common Stock issued                             3.12        48,117                -               -                -
    Net (loss) for the period                                                -                -               -                -
                                                                   -------------  --------------  --------------  ---------------
  BALANCE, DECEMBER 31, 1997                                        19,341,617           19,000       1,725,500            2,000
                                                                   -------------  --------------  --------------  ---------------
    Conversion of 5%, 7% and 8% convertible debentures
      into Class A Common Stock                              .32     4,851,618            5,000               -                -
    Sale of Class B Common Stock to Chairman for cash        .37             -                -       1,274,500            1,000
    Exercise of stock options                               1.75         4,000                -               -                -
    Fair value of warrants issued                                            -                -               -                -
    Class A Common Stock issued                             1.06       163,915                -               -                -
    Class A Common Stock issued for Stellar                 1.76       398,406            1,000               -                -
    Class A Common Stock issued for Private Placement        .25    10,800,000           11,000               -                -
    Discount on 5% convertible debentures                                    -                -               -                -
    Net (loss) for the period                                                -                -               -                -
                                                                   -------------  --------------  --------------  ---------------
  BALANCE, DECEMBER 31, 1998                                        35,559,556           36,000       3,000,000            3,000
                                                                   -------------  --------------  --------------  ---------------
    Sale of Class A Common Stock to Chairman for cash       1.13       440,000                -               -                -
    Exercise of stock options                                .61         5,250                -               -                -
    Fair value of warrants issued                                            -                -               -                -
    Class A Common Stock issued                              .50       913,704            1,000               -                -
    Net (loss) for the period                                                -                -               -                -
                                                                   -------------  --------------  --------------  ---------------
  BALANCE, DECEMBER 31, 1999                                        36,918,510          $37,000       3,000,000           $3,000
                                                                   -------------  --------------  --------------  ---------------
</TABLE>
(Continued)

Page 8
<PAGE>

              AMERICAN BIOGENETIC SCIENCES, INC AND SUBSIDIARIES
                        (a development stage company)
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                              (unaudited)
<TABLE>
<CAPTION>

                                                        Per          Class A                   Class B
                                                       Share        Common Stock             Common Stock
                                                       Amount    Shares      Dollars      Shares        Dollars
                                                      -------  ----------  ------------  -----------  ----------
<S>                                                   <C>    <C>            <C>         <C>         <C>
BALANCE, DECEMBER 31, 1999                            $       36,918,510     $37,000     3,000,000     $3,000

  Sale of Series A Convertible Preferred Stock
    (7,000 shares)                                                     -           -             -          -
  Warrants issued with the Convertible Preferred
    Stock                                                              -           -             -          -
  Non-cash preferred stock dividend                                    -           -             -          -
  Exercise of stock options and warrants                .97    1,278,675       1,000             -          -
  Fair value of warrants issued                                        -           -             -          -
  Class A Common Stock issued                           .55    2,830,070       3,000             -          -
  Net (loss) for the period                                            -           -             -          -
                                                             ------------  ------------  -----------  -----------
BALANCE, DECEMBER 31, 2000                                    41,027,255       41,000     3,000,000      3,000
                                                             ------------  ------------  -----------  -----------
  Sale of Series B Convertible Preferred Stock (3,333 shares)          -           -             -          -
  Warrants issued with the Convertible Preferred Stock                 -           -             -          -
  Non-cash preferred stock dividend                                    -           -             -          -
  Exercise of stock options and warrants                .25       75,000           -             -          -
  Fair value of stock options issued to consultants                    -           -             -          -
  Amortization of deferred stock compensation                          -           -             -          -
  Class A Common Stock issued                           .64      323,654           -             -          -
  Net (loss) for the period                                            -           -             -          -
                                                             ------------  ------------  -----------  -----------
BALANCE, DECEMBER 31, 2001                                    41,425,909     $41,000     3,000,000     $3,000
                                                             ------------  ------------  -----------  -----------

  Conversion of 500 Shares of Series A Convertible
  Preferred Stock                                       .50     500,000        1,000             -          -
  Amortization of deferred stock compensation                         -            -             -          -
  Class A Common Stock issued                          1.00      24,000            -             -          -
  Net (loss) for the period                                           -            -             -          -
                                                             ------------  ------------  -----------  -----------
BALANCE, MARCH 31, 2002                                      41,949,909     $ 42,000     3,000,000     $3,000
                                                             ------------  ------------  -----------  -----------




</TABLE>
(Continued)



Page 9
<PAGE>


              AMERICAN BIOGENETIC SCIENCES, INC AND SUBSIDIARIES
                        (a development stage company)
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                              (unaudited)
<TABLE>
<CAPTION>

                                                                             Deficit
                                                                           Accumulated
                                                              Additional   During the
                                                               Paid-in     Development
                                                               Capital        Stage            Total
                                                            ------------   --------------   -------------
<S>                                                         <C>            <C>              <C>
BALANCE, AT INCEPTION,  (SEPTEMBER 1, 1983)                 $          -   $           -    $          -

  Sale of common stock to Chairman for cash                       26,000               -          26,000
  Net (loss) for the period                                            -         (25,000)        (25,000)
                                                            ------------   --------------   -------------
BALANCE, DECEMBER 31, 1983                                        26,000         (25,000)          1,000
                                                            ------------   --------------   -------------
  Sale of common stock to Chairman for cash                       65,000               -          65,000
  Net (loss) for the period                                            -        (242,000)       (242,000)
                                                            ------------   --------------   -------------
BALANCE, DECEMBER 31, 1984                                        91,000        (267,000)       (176,000)
                                                            ------------   --------------   -------------
  Sale of common stock to Chairman for cash                       92,000               -          93,000
  Net (loss) for the period                                            -        (305,000)       (305,000)
                                                            ------------   --------------   -------------
BALANCE, DECEMBER 31, 1985                                       183,000        (572,000)       (388,000)
                                                            ------------   --------------   -------------
  Sale of common stock to Chairman for cash                      134,000               -         134,000
 Net (loss) for the period                                             -        (433,000)       (433,000)
                                                            ------------   --------------   -------------
BALANCE, DECEMBER 31, 1986                                       317,000      (1,005,000)       (687,000)
                                                            ------------   --------------   -------------
  Sale of common stock to Chairman for cash                       16,000               -          16,000
  Net (loss) for the period                                            -        (730,000)       (730,000)
                                                            ------------   --------------   -------------
BALANCE, DECEMBER 31, 1987                                       333,000      (1,735,000)     (1,401,000)
                                                            ------------   --------------   -------------
  Exchange of common stock for Class B stock                           -               -               -
  Sale of Class B stock to Chairman for cash                     664,000               -         666,000
  Net (loss) for the period                                            -      (1,031,000)     (1,031,000)
                                                            ------------   --------------   -------------
BALANCE, DECEMBER 31, 1988                                       997,000      (2,766,000)     (1,766,000)
                                                            ------------   --------------   -------------
  Net (loss) for the period                                            -      (1,522,000)     (1,522,000)
                                                            ------------   --------------   -------------
BALANCE, DECEMBER 31, 1989                                       997,000      (4,288,000)     (3,288,000)
                                                            ------------   --------------   -------------
  Conversion of loans payable to stockholder into
    additional paid-in capital                                 1,481,000               -       1,481,000
  Sale of 1,150,000 Units to public consisting of
    3,450,000 shares of Class A common stock and
    warrants (net of $1,198,000 underwriting expenses)         5,699,000               -       5,702,000
  Conversion of Class B stock into
    Class A stock                                                      -               -               -
  Net (loss) for the period                                            -      (2,100,000)     (2,100,000)
                                                            ------------   --------------   -------------
BALANCE, DECEMBER 31, 1990                                    $8,177,000     ($6,388,000)     $1,795,000
                                                            ------------   --------------   -------------
</TABLE>
(Continued)

The accompanying notes are an integral part of these consolidated statements.

Page 10
<PAGE>

              AMERICAN BIOGENETIC SCIENCES, INC AND SUBSIDIARIES
                        (a development stage company)
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                              (unaudited)
<TABLE>
<CAPTION>

                                                                             Deficit
                                                                           Accumulated
                                                              Additional   During the
                                                               Paid-in     Development
                                                               Capital        Stage            Total
                                                            ------------   --------------   -------------
<S>                                                         <C>            <C>             <C>

BALANCE, DECEMBER 31, 1990                                    $8,177,000     ($6,388,000)     $1,795,000

  Exercise of Class A Warrants (net of $203,000
    in underwriting expenses) for cash                        10,143,000               -      10,146,000
  Exercise of Class B Warrants for cash                          356,000               -         356,000
  Conversion of Class B stock
    into Class A stock                                                 -               -               -
  Exercise of stock options                                      835,000               -         836,000
  Fair value of warrants issued                                  900,000               -         900,000
  Net (loss) for the period                                            -      (4,605,000)     (4,605,000)
                                                            ------------   --------------   -------------
BALANCE, DECEMBER 31, 1991                                    20,411,000     (10,993,000)      9,428,000
                                                            ------------   --------------   -------------
  Exercise of Class B Warrants (net of $701,000
    in underwriting expenses) for cash                        14,465,000               -      14,468,000
  Conversion of Class B stock
    into Class A stock                                                 -               -               -
  Exercise of stock options                                      865,000               -         866,000
  Net (loss) for the period                                            -      (4,016,000)     (4,016,000)
                                                            ------------   --------------   -------------
BALANCE, DECEMBER 31, 1992                                    35,741,000     (15,009,000)     20,746,000
                                                            ------------   --------------   -------------
  Sale of common stock to Medeva PLC.                          1,500,000               -       1,500,000
  Exercise of stock options                                       65,000               -          65,000
  Net (loss) for the period                                            -      (6,521,000)     (6,521,000)
                                                            ------------   --------------   -------------
BALANCE, DECEMBER 31, 1993                                    37,306,000     (21,530,000)     15,790,000
                                                            ------------   --------------   -------------
  Exercise of stock options                                      197,000               -         197,000
  Net (loss) for the period                                            -      (7,431,000)     (7,431,000)
                                                            ------------   --------------   -------------
BALANCE, DECEMBER 31, 1994                                    37,503,000     (28,961,000)      8,556,000
                                                            ------------   --------------   -------------
  Conversion of 8% convertible debentures into
    Class A Common Stock                                         571,000               -         571,000
  Exercise of stock options                                       23,000               -          23,000
Fair value of warrants/options issued                            602,000               -         602,000
  Net (loss) for the period                                            -      (5,607,000)     (5,607,000)
                                                            ------------   --------------   -------------
BALANCE, DECEMBER 31, 1995                                   $38,699,000    ($34,568,000)     $4,145,000
                                                            ------------   --------------   -------------
</TABLE>
(Continued)

The accompanying notes are an integral part of these consolidated statements.

Page 11
<PAGE>


              AMERICAN BIOGENETIC SCIENCES, INC AND SUBSIDIARIES
                        (a development stage company)
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                              (unaudited)
<TABLE>
<CAPTION>

                                                                             Deficit
                                                                           Accumulated
                                                              Additional   During the
                                                               Paid-in     Development
                                                               Capital        Stage            Total
                                                            ------------   --------------   -------------
<S>                                                         <C>            <C>             <C>
  BALANCE, DECEMBER 31, 1995                                 $38,699,000    ($34,568,000)     $4,145,000
    Conversion of 8% convertible debentures into
      Class A Common Stock                                     5,483,000               -       5,485,000
    Exercise of stock options                                  1,438,000               -       1,439,000
    Fair value of warrants /options issued                       330,000               -         330,000
    Discount on 7% convertible debentures                      1,843,000               -       1,843,000
    Net (loss) for the period                                          -      (7,700,000)     (7,700,000)
                                                            ------------   --------------   -------------
  BALANCE, DECEMBER 31, 1996                                  47,793,000     (42,268,000)      5,542,000
                                                            ------------   --------------   -------------
    Conversion of 7% and 8% convertible debentures into
      Class A Common Stock                                     7,152,000               -       7,155,000
    Sale of Class B Common Stock to Chairman for cash            778,000               -         779,000
    Exercise of stock options                                     55,000               -          55,000
    Fair value of warrants issued                                149,000               -         149,000
    Class A Common Stock issued                                  150,000               -         150,000
    Net (loss) for the period                                          -      (7,147,000)     (7,147,000)
                                                            ------------   --------------   -------------
  BALANCE, DECEMBER 31, 1997                                  56,077,000     (49,415,000)      6,683,000
                                                            ------------   --------------   -------------
    Conversion of 5%, 7% and 8% convertible debentures
      into Class A Common Stock                                1,442,000               -       1,447,000
    Sale of Class B Common Stock to Chairman for cash            465,000               -         466,000
    Exercise of stock options                                      7,000               -           7,000
    Fair value of warrants issued                                205,000               -         205,000
    Class A Common Stock issued                                  174,000               -         174,000
    Class A Common Stock issued for Stellar                      699,000               -         700,000
    Class A Common Stock issued for Private Placement          2,689,000               -       2,700,000
    Discount on 5% convertible debentures                        762,000               -         762,000
    Net (loss) for the period                                          -      (7,548,000)     (7,548,000)
                                                            ------------   --------------   -------------
  BALANCE, DECEMBER 31, 1998                                  62,520,000     (56,963,000)      5,596,000
                                                            ------------   --------------   -------------
    Sale of Class A Common Stock to Chairman for cash            495,000               -         495,000
    Exercise of stock options                                      3,000               -           3,000
    Fair value of warrants issued                                376,000               -         376,000
    Class A Common Stock issued                                  458,000               -         459,000
    Net (loss) for the period                                          -      (5,351,000)     (5,351,000)
                                                            ------------   --------------   -------------
  BALANCE, DECEMBER 31, 1999                                 $63,852,000    ($62,314,000)    $ 1,578,000
                                                            ------------   --------------   -------------
</TABLE>
(Continued)

The accompanying notes are an integral part of these consolidated statements.

Page 12
<PAGE>

              AMERICAN BIOGENETIC SCIENCES, INC AND SUBSIDIARIES
                        (a development stage company)
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                              (unaudited)
<TABLE>
<CAPTION>
                                                                       Deficit
                                                                     Accumulated
                                                     Additional       During the       Deferred
                                                       Paid-in       Development         Stock
                                                       Capital          Stage         Compensation      Total
                                                    -------------   --------------   -------------   ------------
<S>                                                 <C>             <C>              <C>             <C>
BALANCE, DECEMBER 31, 1999                           $63,852,000     ($62,314,000)         $  -      $ 1,578,000
  Sale of Series A Convertible Preferred Stock
   (7,000 shares)                                      3,500,000                -             -        3,500,000
  Warrants issued with the Convertible Preferred
   Stock                                               2,450,000                -             -        2,450,000
  Non-cash preferred stock dividend                            -       (2,450,000)            -       (2,450,000)
  Exercise of stock options and warrants               1,234,000                -             -        1,235,000
  Fair value of warrants issued                          342,000                -             -          342,000
  Class A Common Stock issued                          1,557,000                -             -        1,560,000
  Net (loss) for the period                                    -       (3,775,000)            -       (3,775,000)
                                                    -------------   --------------   -------------   ------------
BALANCE, DECEMBER 31, 2000                            72,935,000      (68,539,000)            -        4,440,000
                                                    -------------   --------------   -------------   ------------
  Sale of Series B Convertible Preferred Stock                                                -        1,188,000
   (3,333 shares)                                      1,188,000                -
  Warrants issued with the Convertible Preferred
   Stock                                                 862,000                -             -          862,000
  Non-cash preferred stock dividend                      891,000         (891,000)            -                -
  Exercise of stock options and warrants                  19,000                -             -           19,000
  Fair value of stock options issued to consultants      123,000                -      (123,000)               -
  Amortization of deferred stock compensation                  -                -        54,000           54,000
  Class A Common Stock issued                            206,000                -             -          206,000
  Net (loss) for the period                                    -       (4,290,000)            -       (4,290,000)
                                                    -------------   --------------   -------------   ------------
BALANCE, DECEMBER 31, 2001                          $ 76,224,000    $ (73,720,000)      $69,000)      $2,479,000
                                                    -------------   --------------   -------------   ------------

  Conversion of 500 Shares of Series A Convertible
  Preferred Stock                                         (1,000)               -             -                -
  Amortization of deferred stock compensation                  -                -        33,000           33,000
  Class A Common Stock issued                             24,000                -             -           24,000
  Net (loss) for the period                                    -         (766,000)            -         (766,000)
                                                    -------------   --------------   -------------   ------------
BALANCE, MARCH 31, 2002                             $76,247,000    ($74,486,000)      ($36,000)       $1,770,000
                                                    -------------   --------------   -------------   ------------

</TABLE>

The accompanying notes are an integral part of these consolidated statements.

Page 13
<PAGE>


         AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARIES
         ---------------------------------------------------
                      (a development stage company)

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               ------------------------------------------
                               (Unaudited)
                             March 31, 2002


(1)   INTERIM FINANCIAL STATEMENTS
      ----------------------------

The interim unaudited consolidated financial statements presented herein have
been prepared in accordance with generally accepted accounting principles for
interim financial statements and with the instructions to Form 10-Q and
Regulation S-X pertaining to interim financial statements. Accordingly, they do
not include all information and footnotes required by generally accepted
accounting principles for complete financial statements. The interim financial
statements presented herein reflect all adjustments (consisting of normal
recurring adjustments and accruals) which, in the opinion of management, are
necessary for a fair presentation of financial position as of March 31, 2002 and
results of operations for the three months ended March 31, 2002 and March 31,
2001. The Company's financial statements should be read in conjunction with the
summary of significant accounting policies and the notes to consolidated
financial statements included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2001. The results of operations for the three months
ended March 31, 2002 are not necessarily indicative of the results for the full
year.

(2)   LIQUIDITY AND FINANCING
      -----------------------

As of March 31, 2002, the Company had a negative working capital of $288,000,
compared to a positive working capital of $384,000 at December 31, 2001. The
Company had cash and cash equivalents of $150,000 at March 31, 2002 compared to
$672,000 at December 31, 2001. As of May 3, 2002, the Company had $49,000 of
cash and cash equivalents. In January 2002, the Company implemented a new cash
conservation program, whereby most employees and all officers deferred a portion
of their salaries and certain consultants deferred their compensation. In April
2002, the Company further reduced its cash requirements by reducing its
workforce to two employees and six other employees the payment of whose salaries
through April 19, 2002 has been deferred and who since April 19, 2002 have been
working without salary. Also, due to the Company's present limited finances, the
Company has deferred its development efforts for its products; however, the
Company is continuing to sell its Thrombus Precursor Protein diagnostic test kit
("TpP") through its distributors. The Company is also continuing its efforts on
collaborations and contract services involving its patented Antigen-Free
technology. The Company continues to incur cash expenses in excess of cash
receipts and, therefore, requires the receipt of additional licensing fees or
additional financing in the very near term. The uncertainties involved in the
receipt of additional licensing fees or receipt of additional financing, many of
which are outside the control of the Company, raise substantial doubt as to the
Company's ability to continue as a going concern. Therefore, the Company's
independent public accountants qualified their audit opinion concerning the
Company's financial statements as at and for the year ended December 31, 2001
with regard to the Company's ability to continue as a going concern.

Page 14
<PAGE>

The reinstitution of its research and product development for its neurobiology
and monoclonal antibody programs and for the development and commercialization
of TpP, including the FDA approval process relating to additional 510(k)
filings, would require substantial expenditures. To address its need for
additional working capital, ABS is actively seeking to license or sell certain
of its product lines, particularly TpP, its ABS-103 neurobiology compound and
its rights to certain vaccines. If it is successful in licensing some of its
products, the licensees might provide additional funding or perform additional
testing necessary to obtain regulatory approvals or provide clinical,
manufacturing and marketing expertise which could lead to revenue for the
Company. There can be no assurance that the Company will be successful in
generating funding from these sources.

In addition the Company is seeking financing from institutional investors and/or
financing agents. However, in the current economic environment, financing has
become more difficult to obtain, and there is no assurance that the Company will
be able to obtain additional financing on reasonable terms, or that it will be
able to obtain financing at all.

The Company's failure to raise sufficient additional funds, either through
licensing, or co-marketing activities or additional financing, will have a
material adverse effect on its ability to continue as a going concern.

(3)   SALE OF BUSINESS
      ----------------

On June 29, 2001, the Company and its wholly-owned subsidiary, Stellar Bio
Systems, Inc. ("Stellar"), completed the sale of Stellar's in vitro
immunoflourescent antibody slide format assay business and Stellar's mouse serum
business (collectively, the "Stellar Business") to PanBio InDx Inc. ("PanBio
InDx"), a wholly owned subsidiary of PanBio Limited, an Australian company. The
Company received a purchase price of $1.2 million cash paid at closing and the
right to receive an additional total of up to $540,000, payable quarterly over
three years, based on revenues of a portion of the Stellar Business sold. Assets
sold in the transaction included rights to specified products, rights under
certain contracts and leases, inventory, accounts receivable and intellectual
property related to the Stellar Business, rights to the name "Stellar," certain
computer hardware and software and other tangible assets and goodwill. PanBio
InDx assumed certain liabilities of the Stellar Business, including accounts
payable. The Company recorded a loss on the sale of $288,000, which included the
write-off of $705,000 of unamortized goodwill related to the Company's purchase
of Stellar in 1998. Quarterly payments due the Company under the Agreement are
recorded as revenue under the caption "Royalties / license fees". The Company
recorded $32,000 for the quarterly payment due between June 30, 2001 and
December 31, 2001. For the first quarter of 2002, the Company recorded $24,000
of revenue relating to this quarterly payout.

In connection with the sale of the assets, the Company entered into a
Manufacture and Supply Agreement with PanBio InDx and PanBio Limited, pursuant
to which PanBio InDx is to manufacture the Company's thrombus precursor protein
diagnostic test kit for annual periods ending on June 29, that may be terminated
on notice given at least 45 days prior thereto.

The following unaudited pro forma summary presents information as if the Stellar
Business had been sold as of January 1, 2001. The pro forma amounts include
certain adjustments, primarily the elimination of Stellar results of operations
and the inclusion of the quarterly payments that the Company would have been

Page 15
<PAGE>


entitled to based on revenues of the Stellar Business during the quarter ended
March 31, 2001. Pro forma information does not necessarily reflect the actual
results that would have occurred nor is it necessarily indicative of future
results of operations of the Company:

Pro Forma Consolidated Statements of Operations:


                                                     Three Months Ended
                                                       March 31, 2001
                                                     --------------------

     Total Revenue                                         $ 90,000
                                                     --------------------

     Costs and expenses:
       Cost of sales                                          1,000
       Research and development                             288,000
       Selling, general and administrative                  736,000
     Other Income, net:                                      28,000
                                                     --------------------
     Net loss                                              (907,000)
     Non-cash preferred stock dividend                            -
                                                     --------------------
     Net loss attributable to common stockholders         ($907,000)
                                                     ====================

     Net Loss Per Common Share
       Basic and Diluted net loss per share                ($.02)
        Basic and Diluted                                44,089,000


(4)   NET LOSS PER COMMON SHARE
      -------------------------

The Company follows the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 128 "Earnings Per Share". In accordance with SFAS No.
128, basic net income/loss per common share ("Basic EPS") is computed by
dividing net income/loss attributable to common stockholders by the weighted
average number of common shares outstanding. Diluted net income/loss per common
share ("Diluted EPS") is computed by dividing net income attributable to common
stockholders by the weighted average number of common shares and dilutive
potential common shares then outstanding. Diluted EPS for the 2002 and 2001
reported periods is the same as Basic EPS because the inclusion of stock
options, warrants and the conversion of series A and B preferred stock then
outstanding would be antidilutive.

(5)   INVENTORY
      ---------

Inventory consists of the following:

                                 March 31, 2002   December 31, 2001
                                -----------------------------------
      Raw Materials               $   274,000      $   274,000
      Finished Goods                   50,000           56,000
                                -----------------------------------
                                  $   324,000      $   330,000
                                ===================================


Page 16
<PAGE>


(6)   STOCKHOLDERS' EQUITY
      --------------------

The following summarizes the stock option activity in all stock option plans
for the three months ended March 31, 2002.

                                                            Weighted Avg.
                                                               Option
                                             Shares            Price
                                            -------        -------------
            Expired                           1,000             $10.00
            Cancelled                       231,500              $1.30

Each option entitles the holder to purchase one share of Class A Common Stock of
the Company.

(7)   TRANSACTIONS WITH RELATED PARTIES
      ---------------------------------

On March 27 2002, the Company borrowed $60,000 from a company controlled by
Alfred J. Roach, Chairman of the Board of Directors, under a promissory note
bearing interest at the rate of 6% per annum and payable on demand. Proceeds of
the borrowing are being used for working capital.


Page 17
<PAGE>


Item 2.    Management's  Discussion  and  Analysis of Financial  Condition  and
           Results of Operations
-------------------------------------------------------------------------------

      The matters discussed in this Management's Discussion and Analysis of
Financial Condition and Results of Operations contain forward-looking statements
that are subject to a number of known and unknown risks and uncertainties that,
in addition to general economic and business conditions (both in the United
States and in the overseas markets where the Company intends to distribute
products), could cause the Company's anticipated results, performance and
achievements to differ materially from those described or implied in the
forward-looking statements. Examples of these risks and uncertainties include,
without limitation, the Company's ability to complete products under development
with, and to maintain, superior technological, foresee changes and identify,
develop and commercialize innovative and competitive products; obtain widespread
acceptance of its products by the medical community, including the reliability,
safety and effectiveness of its products; meet competition; comply with various
governmental regulations related to the Company's products and obtain government
clearance to market its products; successfully develop its manufacturing
capability and develop sales and marketing capabilities or enter into
manufacturing and/or marketing and sales arrangements with third parties;
attract and retain technologically qualified personnel; and generate cash flows
and obtain collaborative or other arrangements with pharmaceutical companies or
obtain other financing to support its product development testing and marketing
operations and growth. These forward-looking statements represent management's
judgment as of the date of filing of this Form 10-Q and should be considered
with the risk factors set forth in the Company's various filings with the
Securities and Exchange Commission. The Company undertakes no obligation to
publicly update or revise any forward-looking statement, whether as a result of
new information, future events or otherwise.

      The following discussion and analysis provides information which ABS'
management believes is relevant to an assessment and understanding of the
Company's results of operations and financial condition. This discussion should
be read in conjunction with the consolidated financial statements and notes
appearing elsewhere herein.

Overview
--------

      ABS is a development stage company incorporated in September 1983. To
date, ABS has launched two commercial products (TpP, ABS' Thrombus Precursor
Protein diagnostic test kit, and FiF, ABS' Functional Intact Fibrinogen
diagnostic test), although it has not yet derived significant revenues from the
sale of these products. Due to the Company's present limited finances, the
Company has deferred its development efforts for its products; however, the
Company is continuing to sell its TpP diagnostic kit through its distributors.

       On June 29, 2001, ABS completed the sale of the assets of its wholly
owned subsidiary, Stellar Bio Systems, Inc. ("Stellar") for a $1.2 million
upfront cash payment at closing plus up to a total of $540,000 payable quarterly
over the next three years, based on revenues of a portion of Stellar's business
sold. Under the terms of the sale, the buyer of Stellar is to continue contract
manufacturing of ABS' Thrombus Precursor Protein (TpP(TM)) diagnostic test kit
for the Company. The Company recorded a loss on the sale of $288,000, which
included the write-off of $705,000 of unamortized goodwill related to the
Company's purchase of Stellar in 1998. Quarterly payments due the Company under
the Agreement (which aggregated $24,000 during the quarter ended March 31, 2002)
are recorded as revenue under "Royalties/license fees".

Page 18
<PAGE>


Liquidity and Capital Resources
-------------------------------

      As of March 31, 2002, the Company had a negative working capital of
$288,000, compared to a positive working capital of $384,000 at December 31,
2001. The Company had cash and cash equivalents of $150,000 at March 31, 2002
compared to $672,000 at December 31, 2001. As of May 3, 2002, the Company had
$49,000 of cash and cash equivalents. In January 2002, the Company implemented a
new cash conservation program, whereby most employees and all officers deferred
a portion of their salaries and certain consultants deferred their compensation.
In April 2002, the Company further reduced its cash requirements by reducing its
workforce to two employees and six other employees the payment of whose salaries
through April 19, 2002 has been deferred and who since April 19, 2020 have been
working without salary. Also, due to the Company's present limited finances, the
Company has deferred its development efforts for its products; however, the
Company is continuing to sell its Thrombus Precursor Protein diagnostic test kit
("TpP") through its distributors. The Company is also continuing its efforts on
collaborations and contract services involving its patented Antigen-Free
technology. The Company continues to incur cash expenses in excess of cash
receipts and, therefore, requires the receipt of additional licensing fees or
additional financing in the very near term. The uncertainties involved in the
receipt of additional licensing fees or receipt of additional financing, many of
which are outside the control of the Company, raise substantial doubt as to the
Company's ability to continue as a going concern. Therefore, the Company's
independent public accountants qualified their audit opinion concerning the
Company's financial statements as at and for the year ended December 31, 2001
with regard to the Company's ability to continue as a going concern.

      The reinstitution of its research and product development for its
neurobiology and monoclonal antibody programs and for the development and
commercialization of TpP, including the FDA approval process relating to
additional 510(k) filings, would require substantial expenditures. To address
its need for additional working capital, ABS is actively seeking to license or
sell certain of its product lines, particularly TpP, its ABS-103 neurobiology
compound and its rights to certain vaccines. If it is successful in licensing
some of its products, the licensees might provide additional funding or perform
additional testing necessary to obtain regulatory approvals or provide clinical,
manufacturing and marketing expertise which could lead to revenue for the
Company. There can be no assurance that the Company will be successful in
generating funding from these sources.

      In addition the Company is seeking financing from institutional investors
and/or financing agents. However, in the current economic environment, financing
has become more difficult to obtain, and there is no assurance that the Company
will be able to obtain additional financing on reasonable terms, or that it will
be able to obtain financing at all.

      The Company's failure to raise sufficient additional funds, either through
licensing, or co-marketing activities or additional financing, will have a
material adverse effect on its ability to continue as a going concern.

      The Company's cash and cash equivalents decreased by $522,000 to $150,000
during the first quarter of 2002. This decrease was primarily due to net cash
used in operations ($575,000) which was partly offset by financing activities
($53,000). Net cash of $575,000 was used to fund the Company's cash loss from

Page 19
<PAGE>


operations of $686,000, net of non-cash expenses of $47,000 for depreciation and
amortization and $33,000 incurred in connection with the amortization of the
fair value of stock options issued in 2001 to non employee consultants. Net cash
of $111,000 was provided by changes in operating assets and liabilities
primarily as a result of an increase in accounts payable and accrued expenses
($132,000) and a decrease in inventory ($6,000), offset, in part, by increases
in accounts receivable ($12,000), in other current assets ($12,000) and other
assets ($3,000). Financing activities provided $53,000 from the receipt under a
related party promissory note ($60,000), offset, in part, by payments under
capital lease obligation ($7,000).

Results of Operations
---------------------

   Three Months Ended March 31, 2002
   ---------------------------------

      The Company had a net loss of $766,000 for the first quarter ended March
31, 2002 compared to a net loss of $893,000 for the first quarter ended March
31, 2001. The decrease in the net loss of $127,000 was attributable primarily to
a $475,000 decrease in revenues due to the sale of the Stellar business on June
29, 2001, offset, in part, by reduced research and development, and selling,
general and administration expenses.

      The decrease in sales during the first quarter of 2002 was primarily due
to the sale of Stellar in June 2001. Sales of Stellar was $467,000 during the
first quarter of 2001. TpP sales were slightly higher in 2002 than in the same
2001 period.

      Research and development expenses decreased by $199,000, from $331,000 to
$132,000, primarily due to reduced personnel costs, reduced research program
costs and reduced consulting costs.

      Selling, general and administrative expenses decreased by $227,000, from
$901,000 to $674,000, as a result reduced personnel costs and a decrease in
investor relations cost and the exclusion of Stellar SG&A costs. Deferred
salaries aggregating $85,000 by officers and certain employees were non-cash
expenses in the quarter ended March 31, 2002.

      Interest expense increased by $1,000, from $2,000 to $3,000, resulting
from increased capitaled lease obligations.

      Investment income decreased by $7,000, from $8,000 in the first quarter of
2001 to $1,000 in first quarter of 2002, as a result of lower average cash
balances.

      Equity in loss of joint venture decreased $10,000 due to the Company
having converted its 50% ownership interest in American Healing Technologies,
Inc. (AHT) into a convertible note and, therefore, not recording any equity in
the earnings of AHT.

Critical Accounting Policies and Estimates
------------------------------------------

      The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial

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statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates and to the extent that
they are material, future results of operation will be affected.

The Company believes the following critical accounting policies are important to
the portrayal of the Company's financial condition and operating results, and
require critical management judgments and estimates about matters that are
inherently uncertain. Although management believes that its judgments and
estimates are appropriate and reasonable, actual future results may differ from
these estimates, and to the extent that such differences are material, future
reported operating results may be affected.

      Inventories
      -----------
      The Company's inventories may be subject to obsolescence and there can be
no assurance that the Company will be successful in marketing any products.
Inventories are valued at the lower of first-in, first-out cost or market, and
are actively reviewed for product obsolescence and impaired values, based upon
assumptions of future demand and market conditions. When it is determined that
inventory is stated at a higher value than that which can be recovered, the
Company writes this inventory down to its estimated realizable value.

      Patent Costs
      ------------
      The Company's patent costs represent costs of certain patent applications
that have been capitalized. Upon issuance of a patent, such costs are charged to
operations utilizing the straight-line method over the lesser of the estimated
useful life or 17 years. Costs of unsuccessful patent applications or
discontinued projects are charged to expense. When it is determined that patent
costs are stated at a higher value than that which can be recovered, the Company
writes the applicable patent costs to its estimated realizable value.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk
---------------------------------------------------------------------

      The Company's policy is to invest any excess cash in highly liquid
investments (primarily United States Treasury Bills) which have a maturity, at
the time of purchase, of less than three months. The Company does not have
operations subject to risks of foreign currency fluctuations, nor does it use
derivative financial instruments in its operations. The Company does not have
exposure to market risks associated with changes in interest rates as it has no
variable interest rate debt outstanding. The Company does not believe it has any
other material exposure to market risks associated with interest rates.

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                                 PART II
                            OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

          (a)   Exhibits
                --------
                None

          (b)   Reports on Form 8-K
                -------------------
                During the quarter ended March 31, 2002, the Company filed
                Reports on Form 8-K on January 9, 2002 and January 23, 2002,
                each reporting under Item 5, Other Events. Subsequent to March
                31, 2002, the Company filed a Report on Form 8-K on May 7, 2002
                reporting under Item 5, Other Events. No financial statements
                were filed with any of these reports.

                               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.

                                   AMERICAN BIOGENETIC SCIENCES, INC.
                                   (Registrant)


Date  May 15, 2002                         /s/ Timothy J. Roach
     ------------------------       ------------------------------------
                                            Timothy J. Roach
                                            Treasurer
                                            (Principal Financial Officer)

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