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 June 30, 1997             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            (I.R.S. Employer Identification No.) 
     of incorporation or organization)
          

            1375 Akron Street                          516-789-2600 
     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 August 7, 1997
Class A Common Stock, par value $.001                  19,204,627
Class B Common Stock, par value $.001                   1,475,500

<PAGE>

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

                Form 10-Q for the Quarter Ended June 30, 1997

                                    INDEX
Part I - FINANCIAL INFORMATION

Item 1:   Financial Statements:                               Page No.
         Consolidated Balance Sheets -
            June 30, 1997 and December 31, 1996                   3
         Consolidated Statements of Operations -
            Three and Six Months Ended June 30, 1997 and June 30, 1996
            and For the Period from Inception (September 1, 1983) 
            Through June 30, 1997                                 4
         Consolidated Statements of Cash Flows -
            Six Months Ended June 30, 1997 and June 30, 1996
            and For the Period from Inception (September 1, 1983) 
            Through June 30, 1997                                 5
         Consolidated Statements of Stockholders' Equity -
            For the Period from Inception (September 1, 1983) 
            Through June 30, 1997                               6 - 8
         Notes to Consolidated Financial Statements            9 - 10
Item 2:   Management's Discussion and Analysis of Financial Condition
            and Results of Operations                          11 - 13

Part II - OTHER INFORMATION                                       

Item 2:   Changes in Securities                                  14
Item 4:   Submission of Matters to a Vote of Security Holders    15
Item 5:   Other Events                                           16
Item 6:   Exhibits and Reports on Form 8-K                       16
              Signature                                          16
<PAGE>
<TABLE>
   AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARY
             (A DEVELOPMENT STAGE COMPANY)

              CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                         June 30,     December 31,
Assets                                                     1997           1996
                                                       ------------   ------------
                                                       (Unaudited)
<S>                                                    <C>            <C>
Current Assets:
  Cash and cash equivalents                             $9,624,000    $10,760,000
  Marketable securities                                          -      3,021,000
  Other current assets                                      58,000        528,000
                                                       ------------   ------------
    Total current assets                                 9,682,000     14,309,000
                                                       ------------   ------------
Fixed assets, at cost, net of accumulated
depreciation and   amortization of $1,333,000
and $1,183,000, respectively                               633,000        591,000

Patent costs, net of accumulated
amortization of $248,000 and $212,000,
respectively                                             1,166,000        983,000

Debt issuance costs, net of accumulated
amortization of $481,000 and $370,000,
respectively                                               106,000        569,000

Other assets                                                26,000         21,000
                                                       ------------   ------------
                                                       $11,613,000    $16,473,000
                                                       ============   ============

Liabilities and Stockholders' Equity

Current Liabilities:
  Accounts payable and accrued expenses                   $438,000       $609,000
  Current portion of capital lease obligation                3,000          3,000
                                                       ------------   ------------
    Total current liabilities                              441,000        612,000
                                                       ------------   ------------
Long Term Liabilities:
  7% convertible debentures, net of unamortized
     debt discount of $0 and $492,000, respectively      1,650,000      8,508,000
  8% convertible debentures                                850,000      1,800,000
  Long-term portion of capital lease obligation             10,000         11,000
                                                       ------------   ------------
    Total liabilities                                    2,951,000     10,931,000
                                                       ------------   ------------


Stockholders' Equity:
  Class A common stock, par value $.001 per
  share; 50,000,000 and 25,000,000 shares authorized,
  respectively; 19,204,627 and 16,270,994 shares issued
  and outstanding, respectively                             19,000         16,000

  Class B common stock, par value $.001 per
   share; 3,000,000 shares authorized; 1,475,500 and
   1,375,500 shares issued and outstanding, respectivel      1,000          1,000

  Additional paid-in capital                            55,337,000     47,793,000

  Deficit accumulated during the
    development stage                                  (46,695,000)   (42,268,000)
                                                       ------------   ------------
    Total stockholders' equity                           8,662,000      5,542,000
                                                       ------------   ------------
                                                       $11,613,000    $16,473,000
                                                       ============   ============
See notes to unaudited consolidated financial statements

 Page 3
</TABLE>
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<TABLE>
AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARY
     (a development stage company)

 CONSOLIDATED STATEMENTS OF OPERATIONS
              (Unaudited)

                                                                                                    For the Period
<CAPTION>                                                                                           From Inception
                                              Three Months Ended          Six Months Ended          (September 1,
                                        --------------------------  ------------------------------  1983) Through
                                          June 30,      June 30,       June 30,        June 30,        June 30,
                                            1997          1996           1997            1996            1997
                                        ------------  ------------  --------------  --------------  --------------
<S>                                     <C>           <C>           <C>             <C>             <C>
Revenues:
  Royalties / license fees                  $ -           $ -            $ -             $ -           $1,000,000
  Collaborative agreements                        -         8,000           9,000          26,000         302,000
                                        ------------  ------------  --------------  --------------  --------------
                                                  -         8,000           9,000          26,000       1,302,000

Expenses:
  Research and development                  914,000       702,000       1,972,000       1,266,000      25,375,000
  General and administrative                891,000       914,000       1,977,000       1,890,000      22,971,000
                                        ------------  ------------  --------------  --------------  --------------
     Loss from operations                (1,805,000)   (1,608,000)     (3,940,000)     (3,130,000)    (47,044,000)
                                        ------------  ------------  --------------  --------------  --------------

Other Income (Expense):
  Interest expense                         (126,000)      (80,000)       (813,000)       (253,000)     (3,640,000)
  Net gain on sale of fixed assets                -             -               -               -           6,000
  Net investment income                     151,000       110,000         326,000         239,000       3,983,000
                                        ------------  ------------  --------------  --------------  --------------
     Net loss                           ($1,780,000)  ($1,578,000)    ($4,427,000)    ($3,144,000)   ($46,695,000)
                                        ============  ============  ==============  ==============  ==============

Net Loss Per Common Share                    ($0.09)       ($0.09)         ($0.23)         ($0.19)         ($6.30)
                                        ============  ============  ==============  ==============  ==============

Weighted Average Number of
   Common Shares Outstanding             20,024,000    17,299,000      19,306,000      16,824,000       7,414,000
                                        ============  ============  ==============  ==============  ==============
See notes to unaudited consolidated financial statements


Page 4
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<TABLE>
        AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARY
                  (a development stage company)

              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited)
                                                                                             For the Period
                                                                                             From Inception
<CAPTION>                                                                                    (September 1,
                                                                       Three Months Ended        1983)
                                                                 --------------------------     Through
                                                                   June 30,      June 30,       June 30,
                                                                     1997          1996           1997
                                                                 ------------  ------------  --------------
<S>                                                              <C>           <C>           <C>
Cash Flows From Operating Activities:
Net loss                                                         ($4,427,000)  ($3,144,000)   ($46,695,000)
Adjustments to reconcile net (loss) to
 net cash used in operating activities:
  Depreciation and amortization                                      297,000       260,000       1,991,000
  Net gain on sale of fixed assets                                         -             -          (6,000)
  Net gain on sale of marketable securities                                -             -        (217,000)
  Other non-cash expenses accrued primarily for warrants             102,000       201,000       1,539,000
  Amortization of debt discount included in interest expense         492,000             -       1,843,000
  Write off of patent costs                                                -             -          93,000
  (Increase) decrease in other current assets                        470,000        33,000         (58,000)
  (Increase) decrease in other assets                                 (5,000)        3,000          69,000
  Increase in payables and accruals                                   59,000       198,000         724,000
  Increase in interest payable to stockholder                              -             -         112,000
                                                                 ------------  ------------  --------------
   Net cash provided by (used in) operating activities            (3,012,000)   (2,449,000)    (40,605,000)
                                                                 ------------  ------------  --------------
Cash Flows From Investing Activities:
  Capital expenditures                                              (192,000)      (49,000)     (1,972,000)
  Proceeds from sale of fixed assets                                       -             -          16,000
  Payments for patent costs and other assets                        (219,000)      (72,000)     (1,484,000)
  Proceeds from maturity and sale of marketable securities         5,817,000     4,397,000      67,549,000
  Purchases of marketable securities                              (2,796,000)   (6,676,000)    (67,332,000)
                                                                 ------------  ------------  --------------
   Net cash provided by (used in) investing activities             2,610,000    (2,400,000)     (3,223,000)
                                                                 ------------  ------------  --------------
Cash Flows From Financing Activities:
  Payments to debentureholders                                    (1,122,000)            -      (1,122,000)
  Proceeds from issuance of common stock, net                        388,000     1,265,000      35,856,000
  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                        -        (2,000)         (6,000)
  Capital contributions from chairman                                      -             -       1,000,000
  Increase in loans payable to stockholder / affiliates                    -             -       2,669,000
  Repayment of loans payable to stockholder and affiliates
   (remainder contributed to capital by the stockholder)                   -             -      (1,300,000)
                                                                 ------------  ------------  --------------
   Net cash provided by (used in) financing activities              (734,000)    1,263,000      53,452,000
                                                                 ------------  ------------  --------------
Net Increase (Decrease) in Cash and Cash Equivalents              (1,136,000)   (3,586,000)      9,624,000
Cash and Cash Equivalents at Beginning of Period                  10,760,000     5,436,000               -
                                                                 ------------  ------------  --------------
Cash and Cash Equivalents at End of Period                        $9,624,000    $1,850,000      $9,624,000
                                                                 ============  ============  ==============

Supplemental Disclosure of Noncash Activities:
 Capital expenditures made under capital lease obligation                  -             -         $20,000
                                                                 ============  ============  ==============
 7% and 8% Convertible Debentures converted into 2,893,492
  2,206,172 and 5,517,451 shares of Common Stock, respectively    $8,104,000    $5,289,000     $14,160,000
                                                                 ============  ============  ==============
  Warrants issued to placement agent                                       -             -        $525,000
                                                                 ============  ============  ==============
See notes to unaudited consolidated financial statements
Page 5
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<PAGE>
<TABLE>
   AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARY
             (a development stage company)

    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<CAPTION>

                                                                            Class A                    Class B
                                                         Per             Common Stock               Common Stock
                                                        Share   ---------------------------  ------------------------
                                                       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              -            -            -
  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
                                                                ------------  -------------  -----------  -----------
CONTINUED
  Page 6
<PAGE>




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            -            -
  Expense for 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              -            -            -
  Expense for warrants/options issued                                     -              -            -            -
  Net (loss) for the period                                               -              -            -            -
                                                                ------------  -------------  -----------  -----------
BALANCE, DECEMBER 31, 1995                                       13,431,364        $13,000    1,375,500       $1,000
                                                                ------------  -------------  -----------  -----------
CONTINUED
  Page 7
<PAGE>

                                                                ------------  -------------  -----------  -----------
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            -            -
  Expense for warrants/options issued                                     -              -            -            -
  Discount on 7% convertible debentures                                   -              -            -            -
  Net (loss) for the period                                               -              -            -            -
                                                                ------------  -------------  -----------  -----------
BALANCE, DECEMBER 30, 1996                                       16,270,994         16,000    1,375,500        1,000
                                                                ------------  -------------  -----------  -----------

  Conversion of 8% Convertible Debentures into
    Class A Common Stock                                 2.92     2,893,492          3,000            -            -
  Sale of Class B stock for cash                         3.44             -              -      100,000            -
  Exercise of stock options                              2.07        21,250              -            -            -
  Expense for warrants issued                                             -              -            -            -
  Class A Common Stock issued                            3.97        18,891              -            -            -
  Net (loss) for the period                                               -              -            -            -
                                                                ------------  -------------  -----------  -----------
BALANCE, JUNE 30, 1997                                           19,204,627        $19,000    1,475,500       $1,000
                                                                ============  =============  ===========  ===========



See notes to unaudited consolidated financial statements
Page 8

</TABLE>
<PAGE>
<TABLE>
   AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARY
             (a development stage company)

    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                                                                 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              -       92,000
  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
                                                                ------------  -------------  -----------
  CONTINUED
  Page 6 (column continuation)
<PAGE>




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
  Expense for 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
  Expense for 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
                                                                ------------  -------------  -----------

  CONTINUED
  Page 7 (column continuation)
<PAGE>

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
  Expense for 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 8% Convertible Debentures into
    Class A Common Stock                                          6,979,000              -    6,982,000
  Sale of Class B stock for cash                                    344,000              -      344,000
  Exercise of stock options                                          44,000              -       44,000
  Expense for warrants issued                                       102,000              -      102,000
  Class A Common Stock issued                                        75,000              -       75,000
  Net (loss) for the period                                               -     (4,427,000)  (4,427,000)
                                                                ------------  -------------  -----------
BALANCE, JUNE 30, 1997                                          $55,337,000   ($46,695,000)  $8,662,000
                                                                ============  =============  ===========

 See notes to unaudited consolidated financial statements
 CONTINUED
 Page 8 (column continuation)
</TABLE>
<PAGE>

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

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)

                                June 30, 1997


(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 June 30, 1997 and results of
operations for the three and six months ended June 30, 1997 and June 30,
1996.  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, 1996.  The results
of operations for the three and six months ended June 30, 1997 are not
necessarily indicative of the results for the full year.

(2)      EARNINGS PER SHARE
Earnings per share is computed using the weighted average number of
common shares outstanding and, where applicable, common equivalent
shares issuable upon exercise of stock options calculated under the
treasury stock method.  In February, 1997, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards
(SFAS) No. 128, Earnings Per Share.  SFAS No. 128 simplifies the
standards for computing earnings per share previously found in APB
Opinion No. 15, Earnings Per Share and is effective for financial
statements issued for periods ending after December 15, 1997, including
<PAGE>

interim periods; earlier adoption is not permitted.  The Company does
not expect the adoption of SFAS No. 128 to have a significant impact to
its reported results.

(3)      STOCKHOLDERS' EQUITY

Stock Options - The following summarizes the stock option activity in
all stock option plans for the three months ended June 30, 1997.
                   Shares              Price
Granted            41,000             $2.38 - $3.50
Exercised           6,000             $1.75 - $2.00
Cancelled         140,000             $1.75 - $5.50

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

Other Shares and Warrants - In connection with a lease agreement for
certain facilities, the Company may, at its option, pay a portion of the
annual lease obligation with Class A Common Stock plus warrants.  The
number of shares of Common Stock is to be computed using the average
market price of the Company's Class A Common Stock during the ten days
prior to issuance.  The warrants are to be exercisable at a price equal
to the closing price of the underlying Class A Common Stock on the date
the warrant is issued and for a period of four years from the date of
issuance.  The Company issued 11,405 shares of Class A Common Stock
during the quarter ended June 30, 1997, as well as a warrant to purchase
11,405 shares of Class A Common Stock at an exercise price of $3.06 per
share.  The Company has recorded a noncash charge of $23,000 which
represents the fair value of the warrant.
<PAGE>

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

Results of Operations

     Three Months ended June 30, 1997

The Company's net loss of $1,780,000 for the second quarter ended June
30, 1997 was $202,000 higher than the net loss of $1,578,000 for the
second quarter ended June 30, 1996.

Research and development expenses increased $212,000 (30%) from $702,000
to $914,000 primarily as a result of additional personnel and increased
rent costs offset, in part, by a reduction in payments for
research/collaborative projects.

General and administrative expenses decreased $23,000 (3%) from $914,000
to $891,000 primarily as a result of  a decrease in consulting services
during the second quarter of 1997.

Interest expense increased by $46,000 (58%) from $80,000 in the 1996
period to $126,000 in the 1997 period, resulting from interest on the
remaining outstanding 7% Convertible Debentures issued in September 1996
and the amortized debt issuance cost component of interest expense over
the term of the debentures ($41,000 and $29,000 during the second
quarters of 1997 and 1996,  respectively ).  Upon conversion of the
Company's 7% and 8% Convertible Debentures ($4,320,000 and $450,000
during the second quarters of 1997 and 1996,  respectively),  the
related unamortized debt issuance costs ($174,000 and $48,000 during the
second quarters of 1997 and 1996, respectively) are charged to paid-in
capital.

Investment income increased $41,000 (37%) from $110,000 in the 1996
period to $151,000 in the 1997 period as a result of higher average cash
balances  and higher interest rates on U.S. Government obligations in
which most of the Company s available cash is invested.

<PAGE>

     Six Months Ended June 30, 1997

The Company s net loss increased $1,283,000 during the six months ended
June 30, 1997 from a loss of $3,144,000 during the 1996 period to a loss
of $4,427,000 in the 1997 period.

Revenue during the six months ended June 30, 1997 are from the sale of
reagents, research materials and services relating to collaborative
agreements. 

Research and development expenses increased $706,000 (56%) from
$1,266,000 to $1,972,000 primarily as a result of relocating the
Company's research laboratories from South Bend, Indiana to Boston,
Massachusetts (including severance, relocation and moving costs during
the first quarter of 1997), increased rent costs and increased travel
and meeting costs.

General and administrative expenses increased $87,000 (5%) from
$1,890,000 to $1,977,000 as a result of increased consulting and other
costs in connection with the publication of research papers by the
Company, increased personnel and increased travel and meeting costs.

Interest expense increased by $560,000 from $253,000 to $813,000,
resulting primarily from $492,000 of noncash amortization of the debt
discount relating to the Company's 7% Convertible Debentures issued in
September 1996.  Upon conversion of the Company's 7% and 8% Convertible
Debentures ($8,300,000 and $5,850,000 during the six months of 1997 and
1996, respectively), the related unamortized debt issuance costs
($353,000 and $713,000 during the six months of 1997 and 1996,
respectively) are charged to paid-in capital.

Investment income increased $87,000  (36%) from $239,000 in the 1996
period to $326,000 in the 1997 period as a result of higher average cash
balances and higher interest rates on U.S. Government obligations in
which most of the Company s available cash is invested.

<PAGE>

Liquidity and Capital Resources

As of June 30, 1997, the Company had working capital of $9,241,000
compared to $13,697,000 at December 31, 1996.  During the second quarter
ended June 30, 1997, the Company invested its marketable securities in
shorter term US Government obligations (maturities of less than three
months), which is included on the Balance Sheet as cash and cash
equivalents.  The Company's management believes that current working
capital will be sufficient to fund its liquidity needs beyond 1997. 
During the six months ended June 30, 1997, $7,350,000 of the 7%
Convertible Debentures and $950,000 of the 8% Convertible Debentures
were converted into an aggregate of 2,893,492 Class A Common stock.

The Company expects to continue to incur substantial expenditures in
research and product development and the FDA approval process, relating
to Phase I and Phase II human clinical testing of the MH1 imaging
product, additional clinical studies for TpP , the Company's Thrombus
Precursor Protein diagnostic tests, and manufacturing of TpP  and FiF 
reagents and kits. Currently, product development plans of the Company
include entering into collaborative, licensing, distribution and co-
marketing arrangements with pharmaceutical and diagnostic companies to
provide additional funding and clinical expertise to perform tests
necessary to obtain regulatory approvals, provide manufacturing
expertise and market the Company's  products.  Without such
collaborative, licensing, distribution or co-marketing arrangements,
longer term, additional sources of funding will be required to finance
the Company.

<PAGE>
                              PART II
                              OTHER INFORMATION

Item 2.  Changes in Securities

     During the quarter ended June 30, 1997, holders of $800,000 of the
Company's 8% Convertible Debentures and $3,520,000 of the Company's 7%
Convertible Debentures converted such debentures into 446,026 and
1,180,207 shares of the Company's Class A Common Stock, respectively. 
The Company believes that the exemption from registration afforded by
Section 3(a)(9) of the Securities Act of 1933, as amended (the "Act"),
is applicable to the issuances of such shares as such issuances involved
a security exchanged by the Company with existing securityholders
exclusively where no commission or other remuneration was paid or given
directly or indirectly for soliciting such exchanges.

       In connection with a lease agreement for certain facilities, the
Company may, at its option, pay a portion of the annual lease obligation
with Class A Common Stock (the "Issued Shares") plus a warrant (the
"Warrant") to purchase shares of Class A Common Stock (the "Warrant
Shares").  The number of Issued Shares are computed using the average
market price of the Company's Class A Common Stock during the ten days
prior to issuance.  The Warrant Shares are to be exercisable at a price
equal to the closing price of the underlying Class A Common Stock on the
date the Warrant is issued and for a period of four years from the date
of issuance.  Pursuant to the lease agreement, on May 31, 1997, the
Company issued 11,405 shares of Class A Common Stock and a Warrant to
purchase 11,405 shares of Class A Common Stock at an exercise price of
$3.06 per share.  In connection with such acquisition, the purchaser
agreed to acquire the Issued Shares, the Warrant and the Warrant Shares
for investment and not with a view to the distribution of such
securities.  In connection therewith, the Company has granted the
purchaser certain rights to cause the Warrant Shares to be registered
under the Act at the Company's expense.  The Company believes that the
exemption from registration afforded by Section 4(2) of the Act is
applicable to the issuance of such securities.

<PAGE>


Item 4.  Submission of Matters to a Vote of Security Holders

At the Company s 1997 Meeting of Stockholders held on June 18, 1997:

     (a) The following six directors, each of whom were nominated by the
Board of Directors, were elected by the following votes:
                                                           Voting Authority
                                         For                    Withheld
     Alfred J. Roach                    30,164,421               222,023
     Paul E. Gargan                     30,176,731               209,713
     Ellena M. Byrne                    30,179,731               206,713
     Timothy J. Roach                   30,181,856               204,588
     Joseph C. Hogan                    30,171,611               214,833
     William G. Sharwell                30,165,711               220,733
     Gustav V. R. Born                  30,180,856               205,588


     (b) Ratified the appointment of Arthur Andersen LLP to serve as the
Company s independent public auditors for the year ending December 31,
1997 by the following vote:

                         For            Against             Abstain
                    30,214,144          47,690              124,610

     Each matter was approved by the vote of Common Class A and Class B
stockholders voting together as one class, with each share of Class A
having one vote and each share of Class B having ten votes.

<PAGE>

Item 5.  Other Events
At the annual meeting of the Board of Directors, following the annual
meeting of the Stockholders on June 18, 1997, the Board elected the
following as the executive officers of the Company.
   Name                  Position
Alfred J. Roach          Chairman of the Board and Chief Executive Officer
Paul E. Gargan           President and Chief Scientific Officer
Stephen H. Ip            Executive Vice President and Chief Operating Officer
Ellena M. Byrne          Executive Vice President-Global Scientific Network
James H. McLinden        Vice President-Molecular Biology
Josef C. Schoell         Vice President Finance
Timothy J. Roach         Treasurer and Secretary

Item 6.  Exhibits and Reports on Form 8-K 

         (a)   Exhibits

               27   Financial Data Schedule

         (b)   Reports on Form 8-K

               No Reports on Form 8-K were filed during the quarter
               ended June 30, 1997.

                                  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 August 11, 1997                /s/Josef C. Schoell 
             
                                   Josef C. Schoell
                                   Vice President, Finance
                                   (Principal Financial and
                                   Accounting Officer)