<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 March 31, 1998


                                       OR

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

                  For the transition period from      to

                         Commission File No. 0-15271


                         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:
                                 (973) 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 May 12, 1998 was 
22,983,687 shares of Common Stock, .01 par value.

                               Page 1 of 14 pages

<PAGE>  1
                          CISTRON BIOTECHNOLOGY, INC.
                         (A DEVELOPMENT STAGE COMPANY)



                                     INDEX
<S>                                                                     <C>
                                                                        PAGE

PART I  -	FINANCIAL INFORMATION

Item 1.	Financial Statements

Balance sheets as of  March 31, 1998 and June 30, 1997                    3

Statements of operations for the three months and nine months ended
March 31, 1998 and 1997                                                   4

Statements of cash flows for the nine months ended 
March 31, 1998 and 1997                                                   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                                                               14

<PAGE>  2


                        CISTRON BIOTECHNOLOGY,INC.
                        --------------------------
                              BALANCE SHEETS
                              --------------
<S>                                                 <C>                  <C>
                                                       June 30,            March 31,
ASSETS                                                  1997                 1998
------                                              ------------         -------------
CURRENT ASSETS:                                                           (unaudited)
					
 Cash and cash equivalents                          $  6,368,228         $  6,048,597
 Accounts receivable-trade                                55,309               95,989 
 Accounts receivable-other                             3,000,000            2,901,124 
 Inventories                                               4,278                3,744 
 Prepaid expenses                                            475                9,000 
 Notes receivable $230,000; reserve $230,000                   -                    - 
                                                      ----------           ----------
TOTAL CURRENT ASSETS                                   9,428,290            9,058,454
                                                      ----------           ----------
ACCOUNTS RECEIVABLE - OTHER - Long Term                6,249,130            3,619,326
                                                      ----------           ----------
PROPERTY AND EQUIPMENT:					
 Machinery and equipment                                 533,374              502,908
 Furniture and fixtures                                  147,113              147,113
 Leasehold improvements                                   77,674               77,674
                                                      ----------           ----------
                                                         758,161              727,695
 Less: Accumulated depreciation                          726,877              700,283
                                                      ----------           ----------
                                                          31,284               27,412
                                                      ----------           ----------
SECURITY DEPOSITS                                         23,938               23,938
PATENTS, Net of accumulated amortization              ----------           ----------
 of $11,886 and $13,873, respectively                     25,219               23,232
                                                      ----------           ----------
TOTAL ASSETS	                        	    $ 15,757,861	 $ 12,752,362
                                                      ==========           ==========
LIABILITIES AND SHAREHOLDERS' EQUITY                  
					
CURRENT LIABILITIES:					
 Accounts payable and accrued expenses              $    869,909         $    117,672
 Taxes payable                                            46,175                    -
 Other current liabilities                               705,000              681,764
                                                      ----------           ----------
TOTAL CURRENT LIABILITIES                              1,621,084              799,436
                                                      ----------           ----------
 Deferred income taxes                                   885,090                    -
                                                      ----------           ----------
 Other non-current liabilities                         1,505,980              917,308
                                                      ----------           ----------
SHAREHOLDERS' EQUITY:                                 
 Common stock, $.01 par value; 50,000,000 shares	
  authorized; issued 26,884,990 shares			
  and 26,930,187 shares, respectively                    268,850              269,302
 Additional paid-in capital                            8,616,253            8,683,681
 Earnings accumulated during the development stage     2,860,604 	    2,477,285 
 Treasury stock 3,946,500 shares at cost                       -             (394,650)
                                                      ----------           ----------
TOTAL SHAREHOLDERS' EQUITY                            11,745,707           11,035,618
                                                      ----------           ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	    $ 15,757,861 	 $ 12,752,362
                                                      ==========           ==========
					
                       See accompanying notes to financial statements.
<PAGE>  3

                          CISTRON BIOTECHNOLOGY, INC.

                           STATEMENTS OF OPERATIONS
                                (UNAUDITED)
<S>                                           <C>               <C>             <C>
                                                                                February 2, 1982
                                                                                (commencement of
                                                Three Months ended March 31,     operations) to
                                                ----------------------------    ---------------
                                                  1997              1998         March 31, 1998
                                              ------------      ------------     --------------- 
Sales......................................   $    181,960      $    160,175       $  9,285,790 
Cost of sales..............................         72,002            86,484          4,041,895
                                                ----------        ----------         ----------
       Gross profit........................        109,958            73,691          5,243,895 
Other revenues:	    							
  Litigation settlements...................        359,000                 -         14,684,206 
  License fees and funded research.........        105,000             5,000          4,111,149
                                                ----------        ----------         ----------
       Operating income before expenses....        573,958            78,691         24,039,250
                                                ----------        ----------         ----------
Research and development...................         33,305            92,863          8,458,551 
Administrative and marketing...............        256,579           237,229         11,001,188 
Occupancy..................................         54,022            52,787          2,419,115
                                                ----------        ----------         ----------
Total expenses.............................        343,906           382,879         21,878,854
                                                ----------        ----------         ----------
       Operating income (loss).............        230,052          (304,188)         2,160,396 
Interest income - net......................         91,059           149,177            742,059 
Other expense..............................              -                 -             59,895 
Amortization of deferred financing costs...              -                 -            173,079 
Acquisition expense........................              -                 -            429,620 
Income (loss) before income taxes               ----------        ----------         ----------
  and extraordinary credit.................        321,111          (155,011)         2,239,861 
Income tax provision (benefit).............              -           (82,973)         1,524,891
                                                ----------        ----------         ----------
Income/(loss) before extraordinary credit..        321,111           (72,038)           714,970 
Extraordinary credit - benefit of tax loss      ----------        ----------         ----------
  carryforward.........................                  -                 -            262,838
                                                ----------        ----------         ----------
       Net income/(loss)...................   $    321,111      $    (72,038)      $    977,808
                                                ==========        ==========         ==========
Net income (loss) per share................   $       0.01      $          -
                                                ==========        ==========
Weighted average shares outstanding........     26,884,990        22,983,687  
Net income (loss) per share -                   ==========        ==========       
  assuming dilution........................   $       0.01      $          - 
Weighted average shares outstanding -           ==========        ==========
  assuming dilution........................     29,483,971        22,983,687  
                                                ==========        ========== 
								
                               See accompanying notes to financial statements   
<PAGE>  4
 
                         CISTRON BIOTECHNOLOGY, INC.
                         ---------------------------
                          STATEMENTS OF OPERATIONS
                          ------------------------
                                 (UNAUDITED)
                                  ---------
<S>                                           <C>             <C>             <C>
                                                                              February 2, 1982
                                                 Nine Months ended March 31,  (commencement of
                                                 ---------------------------   operations to
                                                    1997            1998       March 31, 1998
                                                ----------      ----------     ---------------
Sales......................................   $    484,245    $    426,010     $  9,285,790
Cost of sales..............................        254,278         234,244        4,041,895
                                                ----------      ----------       ----------
       Gross profit........................        229,967         191,766        5,243,895
Other revenues:
 Litigation settlement, net................     15,216,523               -       14,684,206
 License fees and funded research..........        305,419         205,000        4,111,149
                                                ----------      ----------       ----------
       Operating income before expenses....     15,751,909         396,766       24,039,250
                                                ----------      ----------       ----------
Research and development...................         81,899         462,770        8,458,551
Administrative and marketing...............        875,810         839,946       11,001,188
Occupancy..................................        145,869         146,665        2,419,115
                                                ----------      ----------       ----------
Total expenses.............................      1,103,578       1,449,381       21,878,854
                                                ----------      ----------       ----------
       Operating income (loss).............     14,648,331      (1,052,615)       2,160,396
Interest income - net......................        144,804         434,360          742,059
Other expense..............................              -               -           59,895
Amortization of deferred financing costs...              -               -          173,079
Acquisition expense........................              -               -          429,620
Income (loss) before income taxes               ----------      ----------       ----------
  and extraordinary credit.................     14,793,135        (618,255)       2,239,861
Income tax provision (benefit).............      2,573,000        (234,937)       1,524,891
                                                ----------      ----------       ----------
Income (loss) before extraordinary credit..     12,220,135        (383,318)         714,970
Extraordinary credit - benefit of tax loss      ----------      ----------       ----------
  carryforward.............................              -               -          262,838
                                                ----------      ----------       ----------
  Net income (loss)........................   $ 12,220,135    $   (383,318)    $    977,808
                                                ==========      ==========       ==========
  Net income (loss) per share..............   $       0.45    $      (0.01)
                                                ==========      ==========
Weighted average shares outstanding........     26,884,457      25,609,643
Net income (loss) per share -                   ==========      ==========
  assuming dilution...........                $       0.41    $      (0.01)
Weighted average shares outstanding -           ==========      ==========
  assuming dilution...........                  29,473,751      25,609,643
                                                ==========      ==========


                              See accompanying notes to financial statements
<PAGE>  5

                          CISTRON BIOTECHNOLOGY, INC.
                          ---------------------------
                           STATEMENTS OF CASH FLOWS
                           ------------------------
                                 (UNAUDITED)
                                  ---------
<S>                                                    <C>             <C>             <C>
                                                                                       February 2, 1982 
                                                         Nine Months ended March 31,   (commencement of
                                                         ---------------------------    operations) to
                                                            1997            1998        March 31, 1998
CASH FLOWS FROM OPERATING ACTIVITIES:                    -----------     -----------   ----------------
 Cash received from customers                          $    412,571    $    394,462    $  11,128,199
 Cash paid to suppliers and employees                    (5,715,815)     (3,754,082)     (30,705,838)
 Interest received                                          144,804         228,479          536,183
 Acquisition expenses paid                                        -               -         (429,620)
 Royalties, research funding, license fees received         305,419         205,000        2,677,987
 Litigation settlement and other receipts                11,948,606       3,002,207       15,137,548
                                                         ----------      ----------       ----------
  Net cash provided by (used in) operating activities     7,095,585          76,066       (1,655,541)
CASH FLOWS FROM INVESTING ACTIVITIES:                    ----------      ----------       ----------
 Collection of note receivable                                    -               -           15,097
 Issuance of note receivable                               (230,000)              -         (230,000)
 Purchase of property and equipment                         (15,554)         (3,926)        (762,472)
                                                         ----------      ----------       ----------
  Net cash (used in) investing activities                  (245,554)         (3,926)        (977,375)
CASH FLOWS FROM FINANCING ACTIVITIES:                    ----------      ----------       ----------
 Proceeds from issuance of capital stock and
  additional contributions                                      354           2,879        9,946,398
 Principal payments on notes payable                              -               -         (870,238)
 Purchase of treasury stock                                       -        (394,650)        (394,650)
                                                         ----------      ----------       ----------
  Net cash provided by financing activities                     354        (391,771)       8,681,510
                                                         ----------      ----------       ----------
  Net change in cash and cash equivalents                 6,850,385        (319,631)       6,048,597
CASH AND CASH EQUIVALENTS, beginning of period              359,600       6,368,228                -
                                                         ----------      ----------       ----------
CASH AND CASH EQUIVALENTS, end of period               $  7,209,985    $  6,048,597    $   6,048,597
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH          ==========      ===========      ==========
PROVIDED BY (USED IN) OPERATING ACTIVITIES:
  Net income (loss)                                    $ 12,220,135    $   (383,318)   $     977,808
  Adjustments to reconcile net income (loss) to net
   cash provided used in operating activities:
  Depreciation and amortization                               3,937           5,233          741,005
  Issue of warrants                                               -          65,000           65,000
  Deferred income taxes                                           -        (885,090)               -
  Loss on disposal of property and equipment                      -           4,552            8,531
  Increase in reserve for note receivable                         -               -          230,000
  Amortization of deferred financing costs                        -               -          195,179
  Decrease (increase) in asset
   Accounts receivable                                      (80,557)        (40,680)         (95,989)
   Inventory                                                  1,591             534           (3,744)
   Prepaid expenses                                             500          (8,525)          (9,000)
   Notes and other receivables                           (7,407,581)      2,728,680       (6,536,150)
   Security deposit                                          (1,466)              -          (23,938)
   Intangible assets                                              -               -          (37,105)
  Increase (decrease) in liabilities:                                                             
   Accounts payable and accrued expenses                  2,359,026        (798,412)       1,233,790
   Other current and non-current liabilities                      -        (611,908)       1,599,072
                                                         ----------      ----------       ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES    $  7,095,585    $     76,066    $  (1,655,541)
                                                         ==========      ==========       ==========

                                See accompanying notes to financial statements
<PAGE>  6

                       CISTRON BIOTECHNOLOGY, INC.
                       ---------------------------
                       NOTES TO FINANCIAL STATEMENTS
                       -----------------------------
                                 (Unaudited)
                                  ----------

A. BASIS OF PRESENTATION
   ---------------------
   The financial statements for the periods ended March 31, 1998 and 1997 
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 March 31, 1998 and 1997 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, 1997.  The results of operations for the 
periods ended March 31, 1998 and 1997 are not necessarily indicative of 
the operating results for the full year.

B. OTHER INCOME
   ------------
   During the nine-month period ended March 31, 1998 and 1997, the Company 
received non-refundable research and development funding of $200,000 and 
$300,000 respectively, representing cumulatively, the tenth and seventh 
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 $15.2 million was 
recorded in the nine-month period ended March 31, 1997 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") and $359,000 from settlement of the PeproTech 
litigation after deducting amounts to be paid to counsel and the 
Institutions.


C. INCOME TAXES
   ------------          
   At March 31, 1998, the Company had investment and research and 
development tax credits of $372,000.  Tax benefits of $82,973 and 
$234,937 were recorded in the three and nine-month periods ended March 
31, 1998 against the net loss incurred.

   The Company may be in an Alternative Minimum Tax (AMT) position for the 
fiscal year 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.

<PAGE>  7

D. ACCOUNTS RECEIVABLE 
   -------------------
   Accounts receivable - other consists of amounts due in November 1998 
(current) and amounts due in November 1999 and 2000 (long term) pursuant 
to a litigation settlement agreement entered into in 1996.  Long term 
amounts have been discounted to reflect their present value.

E. CHANGES IN SHAREHOLDERS' EQUITY
   -------------------------------
   During the three-month and nine-month periods ended March 31, 1998, 
shareholders' equity decreased in the nine-month period due to net 
losses of $72,038 and $383,318, respectively, and due to the repurchase 
of approximately 4 million shares of the Corporation's common stock that 
has been recorded as treasury stock.

F. EARNINGS PER SHARE CALCULATIONS
   -------------------------------
   In February 1997, The Financial Accounting Standards Board issued 
Statement of Accounting Standards ("SFAS") No. 128, "Earnings Per 
Share".  SFAS No. 128 specifies the computation, presentation and 
disclosure requirements for earnings per share ("EPS") and became 
effective for both interim and annual periods ending after December 15, 
1997.  All prior period EPS data has been restated to conform with the 
provisions of SFAS No. 128.  The following is a reconciliation of the 
numerators and denominators used to calculate Earnings per Share: 

<S>                                    <C>            <C>           <C>            <C>
                                           Three Months Ended             Nine Months Ended
                                               March 31,                       March 31, 
                                            1998           1997           1998          1997
                                       --------------------------------------------------------
Earnings per common share:
-------------------------
 Net income (loss) (numerator)         $    (72,038)  $    321,111  $   (383,318)  $ 12,220,135
 Weighted average shares (denominator)   22,983,687     26,884,990     25,609,643    26,884,457
 Income (loss) per share               $          -   $       0.01  $      (0.01)  $       0.45
                                         ==========     ==========     ==========    ==========
Earnings per common share -
---------------------------
assuming dilution:
-----------------
Net income (loss) (numerator)          $    (72,038)  $    321,111  $   (383,318)  $ 12,220,135
Weighted average shares                  22,983,687     26,884,990     25,609,643    26,884,457
Effect of dilutive options                        -      2,598,981              -     2,589,294
                                         ----------     ----------     ----------    ----------
Weighted average shares -
assuming dilution (denominator)          22,983,687     29,483,971     25,609,643    29,473,751

Income (loss) per share                $          -   $       0.01  $       (0.01) $       0.41
                                         ==========     ==========     ==========    ==========
<PAGE>  8

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, 1997.

        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 or acquire 
new technology or products through licensing, merger or acquisition and to 
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.

        Three Months Ended March 31, 1998 and Three Months Ended March 31, 1997
        -----------------------------------------------------------------------

        Sales decreased $21,785 (12.0%) in the quarter ended March 31, 1998
versus the same quarter of the prior year due to reduced sales of bulk cytokine
proteins and assay kits offset, in part, by increased sales of bulk 
cytokine assays.  This change in product mix resulted in higher 
manufacturing material expense. Higher manufacturing salary expense and 
equipment repairs  were incurred in the quarter ended March 31, 1998 versus 
the prior year. 

        During the period ended March 31, 1997 the Company received non-
refundable research and development funding of $100,000 representing the
seventh of 10 consecutive quarterly research and development payments of
$100,000 which another company had agreed to make to Cistron.   Cistron also
received $359,000 in litigation settlements in the March 31, 1997 quarter. 

        Operating expenses increased $38,973 (11.3%) in the quarter ended
March 31, 1998 versus the same quarter of the prior year.  Research and
development expenses increased $59,558 (178.8%) in the quarter due to the
hiring of additional scientists, funding university research on the use of
IL-1 as a vaccine adjuvant, and increased research consulting expenses.  

        Administrative and marketing expenses decreased $19,350 (7.5%) due to
lower legal expenses and due to not incurring expenses for an office in 
Washington, D.C. which the Company maintained for a period in the prior 
year.  These reductions were partially offset by increased corporate 
consulting expenses.  Occupancy expenses were essentially unchanged.

<PAGE>  9

        Interest income of $149,177 was comprised of $80,550 earned on the 
investment of higher cash balances and net interest income recognized on 
accounts receivable - other and other non-current liabilities to reflect 
the increase in their present value.

        Nine Months Ended March 31, 1998 and Nine Months Ended March 31, 1997
        ---------------------------------------------------------------------

        Sales decreased $58,235 (12.0%) in the nine-month period ended March
31, 1998 versus the same period of the prior year due to reduced sales of bulk
cytokine proteins and cytokine assay kits offset, in part, by increased 
sales of bulk cytokine assays. This change in product mix resulted in 
higher manufacturing material expense in the nine month period ended March 
31, 1998 offset by lower manufacturing salary expense and lower cost of 
sales due to the lower sales volume.

        During the nine-month periods ended March 31, 1998 and 1997,
respectively, the Company received non-refundable research and development
funding of $200,000 and $300,000, respectively, representing the tenth and
seventh of 10 consecutive quarterly research and development payments of
$100,000 which another company had agreed to make to Cistron.  In the nine
months ended March 31, 1997, the Company also recorded a net litigation
settlement income of $15.2 million.

        Operating expenses increased $345,803 (31.3%) in the nine-month period
ended March 31, 1998 versus the same period of the prior year.  Research 
and development expenses increased $380,871 or approximately 5.6 times from 
the nine months ended March 31, 1997.  The increased expense was due to 
expenditures made on the pre-clinical periodontal disease study, 
preparations for initiating a clinical trial related to periodontitis, the 
funding of research in additional IL-1 vaccine adjuvant studies and wound 
healing and due to the hiring of additional scientists.

        Administrative and marketing expenses decreased $35,864 (4.1%) due
to lower legal and consulting expenses and due to not incurring costs for an
office in Washington, D.C. which the Company had maintained for a period in
the prior year.  Partially offsetting the expense reductions were increases
in salary, advertising, and insurance expenses.  Occupancy expenses were 
essentially unchanged.

        Interest income of $434,360 was comprised of $228,479 earned on the 
investment of higher cash balances and $205,881 net interest income was 
recognized on accounts receivable - other (current and non-current) and 
other current and non-current liabilities to reflect the increase in their 
present value.

        The Company had an operating loss of $618,255 in the nine-month period
ended March 31, 1998 and expects research expenditures to increase.  There 
can be no assurance that its operations will reach profitability.

<PAGE>  10

Liquidity and Capital Resources
-------------------------------
        At March 31, 1998, the Company had current assets of $9,058,454
including cash and cash equivalents of $6,048,597 and had current liabilities
of $799,436.  Cash used in the quarter ended March 31, 1998 was largely to pay 
the deferred tax liability and for research and other operating expenses. 

        Management believes that it will have sufficient assets to fund the 
Company's current programs through fiscal 1998 and fiscal 1999. Cistron's 
current research interests include IL-1's role as a potential vaccine 
adjuvant, its role in wound healing and in IL-1 inhibition. 

        In September 1997, the Company engaged the services of BlueStone
Capital Partners, LP to act as Cistron's financial advisor.  The initial six-
month engagement was renewed for an additional six months.  BlueStone Capital 
Partners, LP has been assisting the Company in the areas of strategic 
partnering for certain technologies and other strategic alternatives.  

<PAGE>  11

PART II - OTHER INFORMATION
---------------------------

Item 1.	Legal Proceedings
        -----------------
        Not applicable.

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

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

Item 4.	Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------
        On January 7, 1998, the shareholders of the Company held their 
        annual meeting in New York, New York.  The holders of 18,875,489 
        shares of Common Stock were present in person or represented by 
        proxy and, accordingly, a quorum was present and matters were 
        voted upon as follows:

        a. The following persons were elected directors of the Company:


                                      Votes For (1)   Votes Withheld (1)
                                      -------------   ------------------
           Bruce C. Galton              18,782,703        92,786
           Isidore S. Edelman, M.D.     18,781,703        93,786
           Thomas P. Carney, Ph.D.      18,782,703        92,786
           Frank G. Stout               18,783,703        91,786
           Robert W. Naismith, Ph.D.    18,782,703        92,786

        b. The adoption of the Company's 1997 Incentive and Non-
           Incentive Stock Option Plan, under which an aggregate of 
           1,200,000 shares of Common Stock of the Company will be 
           reserved for issuance upon exercise of options granted 
           thereunder was approved.  Votes totaling 18,235,898 were in 
           favor of the plan, 253,480 were against, 88,713 abstained 
           and 297,398 broker non-votes.

        c. The vote to approve an amendment to the Company's 
           Certificate of Incorporation authorizing 5,000,000 shares of 
           preferred stock was denied.  Shareholders voted as follows: 
           11,391,726 in favor, 326,687 against, 77,017 abstained and 
           7,080,059 broker non-votes.

<PAGE>  12

        d. The ratification of the appointment of Deloitte & Touche LLP 
           as independent auditors of the Company for the year ending 
           June 30, 1998 was approved.  The proposal received 
           18,833,079 votes in favor, 14,425 against, 14,234 abstained, 
           and zero broker non-votes.


Item 5.	Other Information
		
		Not applicable.

Item 6.	Exhibits and Reports on Form 8-K

        a. Exhibit.     

           10.8c Third Amendment to Lease dated November 1, 1997, between
                 Registrant and Stanley Karcynski

           10.17 1997 Incentive and Non-Incentive Stock Option Plan

           27.   Financial Data Schedule

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

<PAGE>  13
                             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: May 12, 1998                               CISTRON BIOTECHNOLOGY, INC.
									       (Registrant)
                                                                                                
                                                 BRUCE C. GALTON
                                                 -------------------------
                                                 Bruce C. Galton
                                                 Acting Chairman & CEO
                                                 President, Chief Operating
                                                 and Financial Officer,
                                                 Secretary and Treasurer
                                                 (Principal Financial and
                                                  Accounting Officer)
<PAGE>  14

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