SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                                
                            FORM 10-K/A No. 1
                                
(Mark One)

X    Annual report pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934
     For the fiscal year ended December 31, 1997 or

     Transition report pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934
     For the transition period from _________ to _________

                 Commission file number 0-12081
                                
                 AQUILA BIOPHARMACEUTICALS, INC.
     (Exact Name of Registrant as Specified in Its Charter)
                                
     Delaware                    (508) 797-5777               04-3307818
(State or Other Jurisdiction of  (Registrant's telephone     (IRS Employer 
Incorporation or Organization)  number, including area code) Identification No.)

                   365 Plantation Street, Worcester, MA  01605
               (Address of Principal Executive Offices)  (Zip Code)

Securities registered pursuant to Section 12(b) of the Act:  None
                                
   Securities registered pursuant to Section 12(g) of the Act:
                  Common Stock, $.01 par value
                        (Title of Class)
                                
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.
X    YES            NO

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.     X

The aggregate market value of 5,466,710 shares of voting stock
held by non-affiliates of the registrant as of March 16, 1998
was approximately 42,025,333 based on the last sale price of
such stock on such date.

Indicated by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13, or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
X YES          NO

Common Stock Outstanding as of March 13, 1998:  5,828,671 shares.

DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the definitive proxy statement in connection with the
annual meeting of shareholders to be held May 20, 1998 are
incorporated by reference into Part III of Form 10-K.


Item 14.  Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.

     (a)  1.   Financial Statements.

     The following documents are filed as part of this report:

          i.   Report of Independent Auditors.

         ii.  Statements of Operations for each of the
               three years in the period ended December 31, 1997.

          iii. Balance Sheets as of December 31, 1997 and 1996

          iv.  Statements of Cash Flows for each of the
               three years in the period ended December 31, 1997.

          v.   Statements of Shareholders' Equity for each
               of the three years in the period ended December
               31, 1997.

          vi.  Notes to Financial Statements.

          2.   Financial Statement Schedules.

               None required.

          3.   Exhibits.

           2.   Confirmed Reorganization Plan
               (consisting of Reorganization Plan, dated May 20,
               1996, and modification date of July 15, 1996)
               (incorporated by reference to Exhibit 2 to current
               report on Form 8-K, dated  July 18, 1996, File No.
               0-12081).

          3.1  Amended and Restate Certificate of
               Incorporation, effective July 25, 1996
               (incorporated by reference to Exhibit 2 to Form 8-
               K, dated July 18, 1996, File No. 0-12081).

          3.2  Certificate of Amendment of Amended and
               Restated Certificate of Incorporation, effective
               March 24, 1997 (incorporated by reference to
               Exhibit 3.2 to Annual Report on Form 10-K for
               fiscal year ended December 31, 1996, File No. 0-
               12081).

          3.3  By-laws (incorporated by reference to
               Exhibit 2 to Form 8-K, dated July 18, 1996, File
               No. 0-12081).

          4.1  Specimen Certificate representing common
               stock of the Company Incorporated by reference to
               Exhibit 4.1 to From 8-K, dated October 21, 1996,
               File No. 0-12081).

          4.5  Long Term Debt.  No instrument which
               defines the rights of holders of long term debt of
               the Company is filed herewith.  The Company hereby
               agrees to furnish a copy of any such instrument to
               the SEC upon request.

     *10.1     Contract Research and License
               Agreement with Virbac Laboratories, S.A. dated
               July 6, 1983 (incorporated by reference to Exhibit
               10.31 to Annual Report on Form 10-K for fiscal
               year ended December 31, 1983, File No. 0-12081).

     *10.1.1   Amendment to Agreement with Virbac
               Laboratories, S.A. (incorporated by reference to
               Exhibit 10.10.1 to Annual Report on Form 10-K for
               fiscal year ended December 31, 1988, File No. 0-
               12081).

     *10.2     Lease for Worcester Massachusetts
               facility (incorporated by reference to Exhibit 10.
               13 to Annual Report on Form 10-K for fiscal year
               ended December 31, 1986, File No. 0-12081).

     10.2.1    Amendment to Lease Agreement for
               Worcester Massachusetts facility (incorporated by
               reference to Exhibit 10.18 to Annual Report on
               Form 10-K for fiscal year ended December 31, 1992,
               File No. 0-12801).

     *10.3     License, Development and Supply
               Agreement with SmithKline Beecham, p.l.c., dated
               as of September 11, 1992, as amended by Agreement
               dated as of March 31, 1993 (incorporated by
               reference to Exhibit 10-17 to Annual Report of
               Form 10-K for fiscal year ended December 31, 1992,
               File No. 0-12081).

     tm10.4    Employment Agreement with Alison
               Taunton-Rigby, dated April 6, 1995 (incorporated
               by reference to Exhibit 10.17 to Annual Report on
               Form 10-K for fiscal year ended December 31, 1995,
               File No. 01-12081).

     tm10.5    Employment Agreement with Gerald A.
               Beltz, dated August 21, 1995 (incorporated by
               reference to Exhibit 10.18 to Annual Report on
               Form 10-K for fiscal year ended December 31, 1995,
               File No. 01-12081).

     tm10.6    Employment Agreement with Deborah
               Blackburn Grabbe, dated August 21, 1995
               (incorporated by reference to Exhibit 10.19 to
               Annual Report on Form 10-K for fiscal year ended
               December 31, 1995, File No. 01-12081).

     tm10.7    Employment Agreement with Robert B.
               Kammer, dated August 21, 1995 (incorporated by
               reference to Exhibit 10.19 to Annual Report on
               Form 10-K for fiscal year ended December 31, 1995,
               File No. 01-12081).

     tm10.8    Employment Agreement with Stephen
               J. DiPalma, dated March 1, 1996 (incorporated by
               reference to Exhibit 10.8 to Annual Report on Form
               10-K for fiscal year ended December 31, 1996, File
               No. 01-12081).

          10.9 Master Acquisition Agreement by and
               among bioMerieux Vitek, Inc., Aquila
               Biopharmaceuticals, Inc. and Cambridge Biotech
               Corporation, dated as of April 4, 1996
               (incorporated by reference to Exhibit 10.1 to
               quarterly report on Form 10-Q for quarter ended
               June 30, 1996, File No. 0-12081).

     10.10     Asset Purchase Agreement between
               Meridian Diagnostics, Inc. and Cambridge Biotech
               Corporation, dated as of June 24, 1996
               (incorporated by reference to Exhibit 2.1 to
               current report on Form 8-K, dated June 24, 1996,
               File No. 0-12081).

     10.11     1996 Stock Award and Option Plan
               (incorporated by reference to Exhibit 10.12 to
               Annual Report on Form 10-K for fiscal year ended
               December 31, 1996, File No. 01-12081).

     10.12     1996 Directors Stock Award and
               Option Plan (incorporated by reference to
               Exhibit 10.13 to Annual Report on Form 10-K for
               fiscal year ended December 31, 1996, File No.
               01-12081).

     10.13     1996 Employee Stock Purchase Plan
               (incorporated by reference to Exhibit 10.14 to
               Annual Report on Form 10-K for fiscal year ended
               December 31, 1996, File No. 01-12081).

    tm10.14    1996 Employee Retention
               Agreement (incorporated by reference to
               Exhibit 10.2 to Quarterly Report on Form 10-Q for
               fiscal quarter ended September 30, 1997, File No.
               01-12081).

   tmo10.15    Employment Agreement with James L.
               Warren, dated January 17, 1998.

          o11. Computation of Earnings Per Share.

          o23.1  Consent of Independent Accountants.

          o27. Financial Data Schedule.

     (b)  Reports on Form 8-K filed in the last quarter of 1996.

          None.
____________________________
o    Filed herewith as part of this Annual Report on Form 10-K
*    Confidential treatment previously granted.
tm   Management contract or compensatory plan.




                           SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) 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.

                    Aquila Biopharmaceuticals, Inc.


September 30, 1998   By:     /s/ James L. Warren
                         James L. Warren
                         Vice President - Finance, Treasurer and
                           Chief Financial Officer
                         (Principal Financial Officer)


                                EXHIBIT INDEX

           2.   Confirmed Reorganization Plan
               (consisting of Reorganization Plan, dated May 20,
               1996, and modification date of July 15, 1996)
               (incorporated by reference to Exhibit 2 to current
               report on Form 8-K, dated  July 18, 1996, File No.
               0-12081).

          3.1  Amended and Restate Certificate of
               Incorporation, effective July 25, 1996
               (incorporated by reference to Exhibit 2 to Form 8-
               K, dated July 18, 1996, File No. 0-12081).

          3.2  Certificate of Amendment of Amended and
               Restated Certificate of Incorporation, effective
               March 24, 1997 (incorporated by reference to
               Exhibit 3.2 to Annual Report on Form 10-K for
               fiscal year ended December 31, 1996, File No. 0-
               12081).

          3.3  By-laws (incorporated by reference to
               Exhibit 2 to Form 8-K, dated July 18, 1996, File
               No. 0-12081).

          4.1  Specimen Certificate representing common
               stock of the Company Incorporated by reference to
               Exhibit 4.1 to From 8-K, dated October 21, 1996,
               File No. 0-12081).

          4.5  Long Term Debt.  No instrument which
               defines the rights of holders of long term debt of
               the Company is filed herewith.  The Company hereby
               agrees to furnish a copy of any such instrument to
               the SEC upon request.

     *10.1     Contract Research and License
               Agreement with Virbac Laboratories, S.A. dated
               July 6, 1983 (incorporated by reference to Exhibit
               10.31 to Annual Report on Form 10-K for fiscal
               year ended December 31, 1983, File No. 0-12081).

     *10.1.1   Amendment to Agreement with Virbac
               Laboratories, S.A. (incorporated by reference to
               Exhibit 10.10.1 to Annual Report on Form 10-K for
               fiscal year ended December 31, 1988, File No. 0-
               12081).

     *10.2     Lease for Worcester Massachusetts
               facility (incorporated by reference to Exhibit 10.
               13 to Annual Report on Form 10-K for fiscal year
               ended December 31, 1986, File No. 0-12081).

     10.2.1    Amendment to Lease Agreement for
               Worcester Massachusetts facility (incorporated by
               reference to Exhibit 10.18 to Annual Report on
               Form 10-K for fiscal year ended December 31, 1992,
               File No. 0-12801).

     *10.3     License, Development and Supply
               Agreement with SmithKline Beecham, p.l.c., dated
               as of September 11, 1992, as amended by Agreement
               dated as of March 31, 1993 (incorporated by
               reference to Exhibit 10-17 to Annual Report of
               Form 10-K for fiscal year ended December 31, 1992,
               File No. 0-12081).

     tm10.4    Employment Agreement with Alison
               Taunton-Rigby, dated April 6, 1995 (incorporated
               by reference to Exhibit 10.17 to Annual Report on
               Form 10-K for fiscal year ended December 31, 1995,
               File No. 01-12081).

     tm10.5    Employment Agreement with Gerald A.
               Beltz, dated August 21, 1995 (incorporated by
               reference to Exhibit 10.18 to Annual Report on
               Form 10-K for fiscal year ended December 31, 1995,
               File No. 01-12081).

     tm10.6    Employment Agreement with Deborah
               Blackburn Grabbe, dated August 21, 1995
               (incorporated by reference to Exhibit 10.19 to
               Annual Report on Form 10-K for fiscal year ended
               December 31, 1995, File No. 01-12081).

     tm10.7    Employment Agreement with Robert B.
               Kammer, dated August 21, 1995 (incorporated by
               reference to Exhibit 10.19 to Annual Report on
               Form 10-K for fiscal year ended December 31, 1995,
               File No. 01-12081).

     tm10.8    Employment Agreement with Stephen
               J. DiPalma, dated March 1, 1996 (incorporated by
               reference to Exhibit 10.8 to Annual Report on Form
               10-K for fiscal year ended December 31, 1996, File
               No. 01-12081).

          10.9 Master Acquisition Agreement by and
               among bioMerieux Vitek, Inc., Aquila
               Biopharmaceuticals, Inc. and Cambridge Biotech
               Corporation, dated as of April 4, 1996
               (incorporated by reference to Exhibit 10.1 to
               quarterly report on Form 10-Q for quarter ended
               June 30, 1996, File No. 0-12081).

     10.10     Asset Purchase Agreement between
               Meridian Diagnostics, Inc. and Cambridge Biotech
               Corporation, dated as of June 24, 1996
               (incorporated by reference to Exhibit 2.1 to
               current report on Form 8-K, dated June 24, 1996,
               File No. 0-12081).

     10.11     1996 Stock Award and Option Plan
               (incorporated by reference to Exhibit 10.12 to
               Annual Report on Form 10-K for fiscal year ended
               December 31, 1996, File No. 01-12081).

     10.12     1996 Directors Stock Award and
               Option Plan (incorporated by reference to
               Exhibit 10.13 to Annual Report on Form 10-K for
               fiscal year ended December 31, 1996, File No.
               01-12081).

     10.13     1996 Employee Stock Purchase Plan
               (incorporated by reference to Exhibit 10.14 to
               Annual Report on Form 10-K for fiscal year ended
               December 31, 1996, File No. 01-12081).

    tm10.14    1996 Employee Retention
               Agreements (incorporated by reference to
               Exhibit 10.2 to Quarterly Report on Form 10-Q for
               fiscal quarter ended September 30, 1997, File No.
               01-12081).

   tmo10.15    Employment Agreement with James L.
               Warren, dated January 17, 1998.

          o11. Computation of Earnings Per Share.

          o23.1  Consent of Independent Accountants.

          o27.1 Financial Data Schedule.

          o27.2 Restated Financial Data Schedule for the periods ending
          June 30, September 30 and December 31, 1996.