<TABLE>
                      ----------------------------------
                      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

                   For the Quarterly Period Ended December 31, 1996

                                      OR

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

                         For the transition period from      to

                          Commission File No. 0-15271

                          ---------------------------
                          CISTRON BIOTECHNOLOGY, INC.
              (Exact Name of Registrant as Specified in its Charter)
                          ---------------------------

              Delaware                                    22-2487972
    (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                    Identification Number)


   10 Bloomfield Avenue, Pine Brook, New Jersey                       07058
   (Address of Principal Executive Offices)                       (Zip Code)

           Registrant's telephone number, including area code:
                                (201) 575-1700

        Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 and 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
  
                                 Yes _X_  No ___
 
    The aggregate number of Registrant's outstanding shares on February 10, 1997
    was 26,884,990 shares of Common Stock, .01 par value.


                                 Page 1 of 13 pages

<PAGE>
                            CISTRON BIOTECHNOLOGY, INC.
                            ---------------------------
                           (A DEVELOPMENT STAGE COMPANY)
                            ---------------------------

                                     INDEX
                                     -----

<S>                                                                        <C>
                                                                            PAGE
                                                                            ----
PART I  -  FINANCIAL INFORMATION

           Item 1. Financial Statements

           Balance sheets as of December 31, 1996 and June 30, 1996......      3

           Statements of operations for the three months and six months  
           ended December 31, 1996 and 1995..............................      4

           Statements of cash flows for the six months ended 
           December 31, 1996 and 1995....................................      6

           Notes to financial statements.................................      7

           Item 2.  Management's discussion and analysis of results of 
           operations and financial condition............................      9


PART II -  OTHER INFORMATION.............................................     12

           Signatures....................................................     13

<PAGE>                               - 2 -

                             CISTRON BIOTECHNOLOGY, INC.
                             ---------------------------
                                  BALANCE SHEETS
<S>                               --------------      <C>             <C>
                                                         June 30,       December 31,
                                                         --------       ------------
ASSETS                                                     1996             1996 
------                                                   --------       ------------
CURRENT:                                                                 (unaudited)
 Cash and equivalents                                 $   359,600     $    9,743,147
 Accounts receivable-trade                                 28,939             32,121
 Accounts receivable-other                                206,610          2,295,000
 Inventories                                                6,337              4,586
 Prepaid expenses                                             500                  -
 Notes receivable                                               -            230,000
                                                        ---------         ----------
  TOTAL CURRENT ASSETS                                    601,986         12,304,854  
                                                        ---------         ----------
ACCOUNTS RECEIVABLE - Long Term                                 -          5,310,000  
                                                        ---------         ----------
PROPERTY AND EQUIPMENT:					
 Machinery and equipment                                  504,211            504,211  
 Furniture and fixtures                                   147,113            147,113  
 Leasehold improvements                                    77,674             77,674
                                                        ---------         ----------
                                                          728,998            728,998  
 Less: Accumulated depreciation                           722,992            723,922
                                                        ---------         ----------
                                                            6,006              5,076
                                                        ---------         ----------
SECURITY DEPOSITS                                          23,938             23,938  
PATENTS, Net of accumulated                             ---------         ----------
 amortization of $9,236 and $10,561, respectively          27,869             26,544
                                                        ---------         ----------
                                                      $   659,799       $ 17,670,412  
LIABILITIES AND SHAREHOLDERS' EQUITY                    =========         ==========
					
CURRENT LIABILITIES:					
 Accrued expenses and accounts payable                $   512,762       $  3,798,639  
 Accrued income taxes                                           -            447,000
                                                        ---------         ----------
   TOTAL CURRENT LIABILITIES                              512,762          4,245,639  
                                                        ---------         ----------
 Long-term accounts payable                               747,638                  -  
 Deferred income taxes                                          -          2,126,000  
                                                        ---------         ----------
SHAREHOLDERS' EQUITY:					
 Common stock, $.01 par value; 50,000,000 shares                               
  authorized; issued and outstanding 26,882,990 shares                                 
  and 26,884,990 shares, respectively                     268,830            268,850  
 Additional paid-in capital                             8,615,919          8,616,253  
 Earnings (deficit) 					
  accumulated during the development stage             (9,485,350)         2,413,670
                                                       ----------         ----------
TOTAL SHAREHOLDERS' EQUITY                               (600,601)        11,298,773
                                                       ----------         ----------
                                                      $   659,799       $ 17,670,412  
                                                       ==========         ==========
					
                            See accompanying notes to financial statements.                          
					
                                               - 3 -
<PAGE>
                                 CISTRON BIOTECHNOLOGY, INC.
                                 ---------------------------

                                  STATEMENTS OF OPERATIONS
                                  -----------------------
                                        (UNAUDITED)
                                         ---------
<S>                                            <C>            <C>              <C>
                                                                               February 2, 1982
                                               Three Months ended December 31, (commencement of 
                                               ------------------------------   operations) to
                                                    1995            1996       December 31, 1996
                                                 -----------     ----------    -----------------
Sales.......................................   $    134,170   $     126,805     $  8,541,885
Cost of sales...............................         96,050         119,299        3,669,178
                                                 ----------      ----------       ----------
       Gross profit.........................         38,120           7,506        4,872,707
Other revenues:                                                                              
  Funded research and royalty income........        100,000         100,000        3,701,149
  Litigation settlement, net................              -      14,857,523       14,857,523
                                                 ----------      ----------       ----------
       Operating income before expenses.....        138,120      14,965,029       23,431,379
                                                 ----------      ----------       ----------
Research and development....................         57,654          24,524        7,866,712
Administrative and marketing................        358,196         233,993        9,386,096
Occupancy...................................         41,059          47,094        2,153,781
                                                 ----------      ----------       ----------
Total expenses..............................        456,909         305,611       19,406,589
                                                 ----------      ----------       ----------
        Operating income (loss).............       (318,789)     14,659,418        3,492,896  
Interest income - net.......................          8,147          53,745          130,700
Other expense...............................              -               -           59,895  
Amortization of deferred financing costs....              -               -          173,079
Acquisition expense.........................              -               -          429,620 
Income (loss) before income taxes                ----------      ----------       ----------
  and extraordinary credit..................       (310,642)     14,713,163        3,492,896
Income tax provision........................              -       2,573,000        2,841,538
                                                 ----------      ----------       ----------
Income (loss) before extraordinary credit...       (310,642)     12,140,163          651,358
Extraordinary credit - benefit of tax loss                                                
  carryforward..............................              -               -          262,838
                                                 ----------      ----------       ----------
       Net income (loss)....................   $   (310,642)   $ 12,140,163   $      914,196
                                                 ==========      ==========       ==========
Net income (loss) per share.................   $      (0.01)   $       0.42
                                                 ==========      ==========
Weighted average shares outstanding.........     26,882,990      29,252,100                   
                                                 ==========      ==========                        
                                                                                               
                                                                                                
                            See accompanying notes to financial statements                     
                                                                                                  
<PAGE>                                     - 4 -

                              CISTRON BIOTECHNOLOGY, INC.
                              ---------------------------
                               STATEMENTS OF OPERATIONS
                               ------------------------
                                      (UNAUDITED)
                                       ----------
<S>                                             <C>             <C>             <C>
                                                                                February 2, 1982
                                                Six Months ended December 31,   (commencement of
                                                -----------------------------    operations) to
                                                     1995            1996       December 31, 1996
                                                -------------   ------------    -----------------
Sales........................................   $    268,004    $    302,285      $  8,541,885   
Cost of sales................................        165,389         182,276         3,669,178
                                                  ----------      ----------        ----------
       Gross profit..........................        102,615         120,009         4,872,707
Other revenues:                                                                                    
  Funded research and royalty income.........        200,000         200,419         3,701,149     
  Litigation settlement, net.................              -      14,857,523        14,857,523
                                                  ----------      ----------        ----------
       Operating income before expenses......        302,615      15,177,951        23,431,379
                                                  ----------      ----------        ----------
Research and development.....................         75,995          48,594         7,866,712    
Administrative and marketing.................        548,425         619,231         9,386,096    
Occupancy....................................         91,426          91,847         2,153,781
                                                  ----------      ----------        ----------
Total expenses...............................        715,846         759,672        19,406,589
                                                  ----------      ----------        ----------
       Operating income (loss)...............       (413,231)     14,418,279         4,024,790    
Interest income - net........................         17,849          53,745           130,700    
Other expense................................              -               -            59,895    
Amortization of deferred financing costs.....              -               -           173,079
Acquisition expense..........................              -               -           429,620     
Income (loss) before income taxes                 ----------      ----------        ----------    
  and extraordinary credit...................       (395,382)     14,472,024         3,492,896    
Income tax provision.........................              -       2,573,000         2,841,538
                                                  ----------      ----------        ----------
Income (loss) before extraordinary credit....       (395,382)     11,899,024           651,358    
Extraordinary credit - benefit of tax loss                                                         
  carryforward...............................              -               -           262,838
                                                  ----------      ----------        ----------
       Net income (loss).....................   $   (395,382)   $ 11,899,024    $      914,196
                                                  ==========      ==========        ==========
Net income (loss) per share..................   $      (0.01)   $       0.41
                                                  ==========      ==========
Weighted average shares outstanding..........     26,882,990      29,251,243                      
                                                  ==========      ==========                      
                                                                                              
                                                                                              
                             See accompanying notes to financial statements                       

                                               - 5 -
<PAGE>

                                      CISTRON BIOTECHNOLOGY, INC.
                                      ---------------------------
                                      STATEMENTS OF CASH FLOWS
                                      ------------------------
                                             (UNAUDITED)
                                             -----------
                                                                                   February 2, 1982
                                                     Six Months ended December 31, (commencement of
                                                     -----------------------------  operations) to
                                                          1995           1996      December 31, 1996
                                                     -------------  -------------  ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                                             
 Cash received from customers                        $    296,964   $    305,145     $  10,432,256
 Cash paid to suppliers and employees                    (856,874)    (2,198,142)      (22,223,353
 Interest received                                         17,849         53,745           130,705
 Acquisition expenses paid                                      -              -          (429,620)
 Royalties, research funding, license fees received       200,000        200,419         2,267,987
 Litigation settlement and other receipts                  60,431     11,252,026        11,436,177
                                                       ----------     ----------        ----------
  Net cash provided by (used in) operating activities    (281,630)     9,613,193         1,614,152
CASH FLOWS FROM INVESTING ACTIVITIES:                  ----------     ----------        ---------- 
 Collection of note receivable                                  -              -            15,097
 Issuance of note receivable                                    -       (230,000)         (230,000
 Purchase of property and equipment                             -              -          (729,383)
                                                       ----------     ----------        ----------
  Net cash (used in) investing activities                       -       (230,000)         (944,286)
CASH FLOWS FROM FINANCING ACTIVITIES:                  ----------     ----------        ----------
      
 Proceeds from issuance of capital stock and                                                       
  additional contributions                                      -            354         9,943,519
 Principal payments on notes payable                            -              -          (870,238)
                                                       ----------     ----------        ----------
  Net cash provided by financing activities                     -            354         9,073,281
                                                       ----------     ----------        ----------
  Net change in cash and cash equivalents                (281,630)     9,383,547         9,743,147
CASH AND CASH EQUIVALENTS, beginning of period            891,152        359,600                 -
                                                       ----------     ----------        ----------
CASH AND CASH EQUIVALENTS, end of period             $    609,522   $  9,743,147     $   9,743,147 
                                                       ==========     ==========        ========== 
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES:
  Net income (loss)                                  $   (395,382)  $ 11,899,024     $     914,196 
                                                                       
  Adjustments to reconcile net income (loss) to net                                           
   cash provided used in operating activities:                                                     
  Depreciation and amortization                             6,109          2,251           731,488 
  Loss on disposal of property and equipment                    -              -             3,979 
  Other expense                                                 -              -            22,100 
  Amortization of deferred financing costs                      -              -           173,079
  Decrease (increase) in assets:                                                                   
   Accounts receivable                                     94,095     (7,401,572)          (32,121)
   Inventory                                               (3,130)         1,751            (4,586)
   Prepaid expenses                                        (2,251)           500                 - 
   Notes and other receivables                                  -              -        (7,605,000)
   Security deposit                                             -              -           (23,938)
   Intangible assets                                            -              -           (37,105)
  Increase (decrease) in liabilities:
   Accounts payable and accrued expenses                   18,929      5,111,239         7,472,060
                                                       ----------     ----------        ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES: $   (281,630)  $  9,613,193     $   1,614,152 
                                                       ===========     =========        ========== 
                                                                                                   
                               See accompanying notes to financial statements                      
               
                                                                                                 
                                                    - 6 -
<PAGE>
                        CISTRON BIOTECHNOLOGY, INC.
                        ---------------------------
                       NOTES TO FINANCIAL STATEMENTS
                       -----------------------------
                              (Unaudited)


A. BASIS OF PRESENTATION
   ---------------------
   The financial statements for the periods ended December 31, 1996 and 
   1995 have been prepared without audit and, in the opinion of management, 
   all adjustments (which include only  normal recurring adjustments) 
   necessary to fairly present the Company's financial position, results of 
   operations, and cash flows at December 31, 1996 and 1995 and for the 
   periods then ended have been made.

   Certain information and footnote disclosures normally included in 
   financial statements prepared in accordance with generally accepted 
   accounting principles have been omitted.  These financial statements 
   should be read in conjunction with the financial statements and notes 
   thereto included in the Company's Annual Report on Form 10-K for the 
   fiscal year ended June 30, 1996.  The results of operations for the 
   periods ended December 31, 1996 and 1995 are not necessarily indicative 
   of the operating results for the full year.

B. OTHER INCOME
   ------------
   During the three and six-month periods ended December 31, 1996 and 1995, 
   the Company received non-refundable research and development funding of 
   $100,000 and $200,000, respectively, representing the sixth and second, 
   respectively, of 10 consecutive quarterly research and development 
   payments of $100,000 which another company has agreed to make to 
   Cistron.
        
   Additionally, net litigation settlement income of $14.9 million was 
   recorded in the three and six-month periods ended December 31, 1996 
   representing the amount the Company will receive during the period 
   November 1996 to November 2000 from the $21 million settlement agreement 
   with Immunex Corporation ("Immunex"), after deducting amounts to be paid
   to counsel and the Institutions.

C. INCOME TAXES
   ------------
   No income tax benefit has been recorded for either of the three-month 
   and six-month periods ended December 31, 1995 as no benefit is available 
   due to the availability of net operating loss carryforwards of 
   approximately $8,956,000 and investment and research and development tax 
   credits of $372,000.
        
   The Company recognized current income taxes payable of $447,000 ($140,000 
   Federal and $307,000 State) resulting from the November 1996 settlement 
   with Immunex.  In addition, the Company will recognize settlement income 
   for tax purposes beginning in fiscal 1997 continuing through the fiscal 
   year ending 2001 and, therefore, has recognized deferred income taxes 
   payable of $2,126,000 at December 31, 1996.  The Company is in an 


                                    - 7 -
 <PAGE>

   Alternative Minimum Tax (AMT) position for the six months ended December
   31, 1996 principally due to the limitations placed on the utilization of 
   the Company's Federal Net Operating Loss (NOL) carryforwards; and, will 
   receive an AMT credit in future years for the amount of AMT paid.

D. ACCOUNTS RECEIVABLE - OTHER AND NOTE RECEIVABLE
   -----------------------------------------------
   Accounts receivable - other at June 30, 1996 of $206,610 represented 
   amounts due from the Institutions for shared expenses of litigation.  
   Accounts receivable - other at December 31, 1996 (current $2,295,000 and 
   long-term $5,310,000) represented amounts due November 1997 and November 
   1998 - 2000, respectively, pursuant to the settlement agreement with 
   Immunex, net of amounts which will be paid out under agreements with
   counsel and the Institutions.
        
   The Company loaned $230,000 to a limited liability company under a six-
   month note due May 1997, bearing interest at prime plus 1%, personally
   guaranteed by Dr. Grausz, the Company Chairman and a principal stockholder,
   who is a managing member of the borrowing company.  The note may be
   converted, solely at the Company's option, into an 11.5% equity position
   of the borrowing company plus $115,000 from the profits of the borrowing
   company.

E. CHANGES IN SHAREHOLDERS' EQUITY
   -------------------------------
   During the six-month period ended December 31, 1996, shareholders' equity 
   increased by net income of  $11,899,024 and by $354 from the proceeds from 
   the issuance of capital stock due to the exercise of an employee stock 
   option.
        

                                   - 8 -
<PAGE>

Item 2. Management's Discussion and Analysis of Results of
        --------------------------------------------------
        Operations and Financial Condition
        ----------------------------------
The following discussion should be read in conjunction with and is 
qualified in its entirety by the accompanying financial information and 
notes thereto, and the financial information, notes thereto and 
management's discussion and analysis of results of operations and financial 
condition contained in the Company's Annual Report on Form 10-K for the 
fiscal year ended June 30, 1996.

Certain statements in this discussion and analysis constitute forward-
looking statements, are not historical facts, and involve risks and 
uncertainties that could cause actual results to differ from those expected 
and projected.  Such risks and uncertainties include but are not limited 
to: (i) general economic conditions; (ii) conditions specific to the 
biotechnology industry; (iii) the Company's ability to develop and obtain 
regulatory approval to commercialize diagnostic or therapeutic products;      
(iv) the effectiveness and ultimate market acceptance of any such products;  
(v) limitations on third party reimbursements with respect to any such 
products; and (vi) competition .  The Company does not undertake to update 
or revise any forward-looking statements contained herein whether as a 
result of new information, future events or otherwise.

Results of Operations
---------------------
The Company sells its products to the research market and has not generated 
significant revenues therefrom.  None of its products have been submitted 
to or received approval from the Food and Drug Administration for the sale 
of such products to the diagnostic or therapeutic markets.

In the quarter ended December 31, 1996, Cistron and Immunex entered into a
settlement agreement ending the Company's litigation against Immunex.  Under
the terms of the settlement, Immunex assigned IL-1 patents to Cistron and
will make payments aggregating $21 million to Cistron under the following
schedule: $11 million received November 1996, $3 million per year due
November 1997 - 1999, and $1 million due November 2000.  Cistron is obligated
to make payments under agreements with counsel and the Institutions based on
the settlement.  Cistron will net approximately $14.9 million from the
aggregate Immunex payments, which net amount was recorded as other income in
the December 31, 1996 quarter.

        Three Months Ended December 31, 1996 and Three Months Ended
        -----------------------------------------------------------
        December 31, 1995
        -----------------

Sales decreased $7,365 (5.5%) in the quarter ended December 31, 1996 from 
the equivalent 1995 quarter due to decreased sales of bulk cytokine assays 
offset, in part, by increased sales of bulk reagents.  The Company 
anticipates continued competition and pressure on sales pricing.

Cost of sales increased $23,249 (24.2%) in the quarter ended December 31, 
1996 from the comparable 1995 quarter due to higher manufacturing salary 
expense as the result of certain one-time bonus payments offset, in part, 
by lower manufacturing material expense due to higher bulk product sales.

During the three months ended December 31, 1996 and 1995, the 
Company received non-refundable research and development funding of 
$100,000, representing the sixth and second, respectively, of 10 
consecutive quarterly research and development payments of $100,000 which 
another company has agreed to make to Cistron.    

                                   - 9 -
<PAGE>

Total operating expenses decreased $151,298 (33.1%) from the quarter ended 
December 31, 1995.  Research and development expenses decreased $33,130 
(57.5%) from the 1995 comparable quarter due to lower funded university 
research offset, in part, by higher research salary expense.

Administrative and marketing expenses decreased $124,203 (34.7%) from the 
comparable 1995 quarter as legal expenses associated with the Company's
lawsuit against Immunex were netted against litigation settlement income,
offset, in part, by higher consulting expenses. Occupancy expenses increased
$6,035 (14.7%) due to higher utility expenses.

The investment of excess cash earned interest of $53,745 in the quarter 
ended December 31, 1996 compared to $8,147 in the same period of the prior 
year.

The Company had operating income of $14,713,163 (pre-tax) in the quarter 
due primarily to the litigation settlement with Immunex.  There can be no
assurance that its operations will maintain profitability.

        Six Months Ended December 31, 1996 and Six Months Ended
        -------------------------------------------------------
        December 31, 1995
        -----------------
Sales increased $34,281 (12.8%) in the six-month period ended December 31, 
1996 from the equivalent prior year's  period  due  to  higher sales of
IL-1 protein offset, in part, by decreased sales of bulk IL-1 assay 
components. Assay sales continue to reflect a trend towards lower unit 
pricing within the research market as well as reduced volumes.

Cost of sales increased $16,887 (10.2%) from the prior year due to 
increased manufacturing salary expenses as the result of certain one-time 
bonus payments offset, in part, by lower manufacturing material expense due 
to higher bulk product sales.

During the six-month period ended December 31, 1996, the Company received 
non-refundable research and development funding of $200,000, representing 
the fifth and sixth of 10 consecutive quarterly research and development 
payments of $100,000 which another company has agreed to make to Cistron.  
In the six-month period ended December 31, 1995, the Company also received 
$200,000 from the other company representing the first two quarterly 
payments under the agreement.   

Additionally, net litigation settlement income of $14.9 million was 
recorded in the six-month period ended December 31, 1996 representing the 
amount the Company will receive during the period November 1996 to November 
2000 from the $21 million settlement agreement with Immunex, after 
deducting amounts to be paid to counsel and the Institutions.

Total operating expenses increased $43,826 (6.1%) in the six-month period 
ended December 31, 1996 from the comparable period ended December 31, 1995.  
Research and development expenses decreased $27,401 (36.0%) due to lower 
university funded research offset, in part, by higher research salary 
expense.

                                   - 10 -
<PAGE>

Administrative and marketing expenses increased $70,806 from the comparable
1995 quarter due to increased consulting, travel, advertising and salary 
expenses offset, in part, by netting some legal expenses against litigation
settlement income.  Occupancy expenses were essentially unchanged from the
six months ended December 31, 1995.

Investment of excess cash balances earned interest income of $17,849 and 
$53,745 in the six-month periods ended December 31, 1995 and 1996, 
respectively.

Liquidity and Capital Resources
-------------------------------
At December 31, 1996, the Company had current assets of $12,304,854 
including cash and cash equivalents of $9,743,147 and had current 
liabilities of $4,245,639.

Management believes that it will have sufficient assets to fund the 
Company's needs through fiscal 1997.  The damage award in the PeproTech 
suit, if resolved through the bankruptcy court and, if not overturned on 
appeal, would add to the Company's resources.

                                   - 11 -
<PAGE>

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

        In the quarter ended December 31, 1996, Cistron and Immunex entered
        into a settlement agreement ending the Company's litigation against
        Immunex.  Under the terms of the settlement, Immunex assigned IL-1
        patents to Cistron and will make payments aggregating $21 million to
        Cistron under the following schedule: $11 million received November
        1996, $3 million per year due November 1997 - 1999, and $1 million due
        November 2000.  Cistron is obligated to make payments under agreements
        with counsel and the Institutions based on the settlement.  Cistron
        will net approximately $14.9 million from the aggregate Immunex
        payments, which net amount was recorded as other income in the December
        31, 1996 quarter.

Item 2. Changes in Securities
        ---------------------
        a.  Not applicable.

        b.  Not applicable.

        c.  On November 20 1996, the Company issued to Kirkland & Ellis, counsel
            to the Company for the litigation against Immunex, a four-year
            warrant to purchase 250,000 shares of the Company's common stock,
            at $.50 per share (the average of the bid and asked prices on
            November 20, 1996 was approximately $.32), as additional
            compensation.  The warrant was acquired by Kirkland & Ellis for
            investment, the warrant was appropriately legended and the issuance
            of the warrant was exempt from the registration requirements of the
            Security Act of 1933, as amended, by virtue of Section 4(2)
            thereunder.

Item 3. Defaults upon Senior Securities
        -------------------------------
        Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------
        Not applicable.

Item 5. Other Information
        ----------------- 
        Not applicable.

Item 6. Exhibits and Reports on Form 8-K
        --------------------------------
        a.  Exhibits.
           
            27. Financial Data Schedule

        b.  Reports on Form 8-K.   
            Not applicable.

                                   - 12 -
<PAGE>
                              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.


Date: February 12, 1997                 CISTRON BIOTECHNOLOGY, INC.
                                        ---------------------------
                                                (Registrant)



                                        BRUCE C. GALTON
                                        --------------------------
                                        Bruce C. Galton
                                        President, Chief Operating
                                         and Financial Officer,
                                        Secretary and Treasurer
                                        (Principal Financial and
                                         Accounting Officer)


                                   - 13 -
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