<PAGE>   1

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)

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

For the quarterly period ended March 31, 2001

                                       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 0-22879


                             BIORELIANCE CORPORATION
           (Exact name of the registrant as specified in its charter)

        DELAWARE                                       52-1541583
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

   14920 BROSCHART ROAD
   ROCKVILLE, MARYLAND                                    20850
(Address of principal executive offices)                (Zip code)

               Registrant's telephone number, including area code:
                                 (301) 738-1000

--------------------------------------------------------------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES    X       NO
     -----       ----

As of May 1, 2001, 8,198,193 shares of registrant's common stock, par value $.01
per share, were outstanding.

================================================================================



<PAGE>   2



                             BIORELIANCE CORPORATION

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       PAGE
                                                                                                      NUMBER
                                                                                                      ------
<S>                                                                                                  <C>
PART I  FINANCIAL INFORMATION

               Item 1  -  Financial Statements:

                  Consolidated Balance Sheets as of December 31, 2000 and
                  March 31, 2001 (Unaudited)....................................................         3

                  Consolidated (Unaudited) Statements of Income for the Three
                  Months Ended March 31, 2000 and 2001..........................................         4

                  Consolidated (Unaudited) Statements of Cash Flows for the Three
                  Months Ended March 31, 2000 and 2001..........................................         5

                  Notes to Consolidated (Unaudited) Financial Statements........................         6

               Item 2  -  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations...........................................         9

               Item 3  -  Quantitative and Qualitative Disclosures About Market Risks...                18


PART II OTHER INFORMATION.......................................................................        19

SIGNATURES......................................................................................        20
</TABLE>



                                        2

<PAGE>   3

                             BIORELIANCE CORPORATION

                           CONSOLIDATED BALANCE SHEETS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                                                   MARCH 31,
                                                                                   DECEMBER 31,                      2001
                                                                                      2000                        (UNAUDITED)
                                                                              ------------------------      ------------------------
<S>                                                                           <C>                           <C>
                                              ASSETS
Current assets:
      Cash and cash equivalents...........................................      $          8,231              $         11,741
      Marketable securities...............................................                 8,431                         4,482
      Accounts receivable, net............................................                21,004                        20,100
      Other current assets................................................                 1,895                         2,503
                                                                                  ---------------               ---------------
                   Total current assets...................................                39,561                        38,826
Property and equipment, net...............................................                39,668                        39,067
Deposits and other assets.................................................                   245                           292
Deferred income taxes.....................................................                   200                           429
                                                                                  ---------------               ---------------

                   Total assets...........................................      $         79,674              $         78,614
                                                                                  ===============               ===============

                               LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
      Current portion of long-term debt and capital lease obligations.....      $          1,083              $            957
      Accounts payable....................................................                 2,301                         1,860
      Accrued employee compensation and benefits..........................                 3,334                         2,495
      Other accrued liabilities...........................................                 3,310                         3,217
      Customer advances...................................................                 2,290                         2,760
      Deferred income taxes...............................................                 2,033                         2,032
                                                                                  ---------------               ---------------
                   Total current liabilities..............................                14,351                        13,321
Long-term debt and capital lease obligations..............................                11,602                        11,427
                                                                                  ---------------               ---------------
                   Total liabilities......................................                25,953                        24,748
                                                                                  ---------------               ---------------

Commitments and contingencies

Stockholders' equity:
      Preferred stock, $.01  par value:  6,900,000 shares authorized;
        no shares issued and outstanding..................................                   ---                           ---
      Common stock, $.01 par value:  15,000,000 shares authorized;
        8,190,166 and 8,197,499 shares issued and outstanding.............                    82                            82
      Additional paid-in capital..........................................                53,157                        53,216
      Retained earnings...................................................                 1,887                         2,275
      Accumulated other comprehensive income..............................                (1,405)                       (1,707)
                                                                                  ---------------               ---------------
                   Total stockholders' equity.............................                53,721                        53,866
                                                                                  ---------------               ---------------

                   Total liabilities and stockholders' equity.............      $         79,674              $         78,614
                                                                                  ===============               ===============
</TABLE>



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

                                        3

<PAGE>   4

                             BIORELIANCE CORPORATION

                        CONSOLIDATED STATEMENTS OF INCOME
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                               THREE MONTHS ENDED
                                                                                                   MARCH 31,
                                                                                            2000                 2001
                                                                                       ---------------       --------------
<S>                                                                               <C>                    <C>
Revenue.................................................                             $         13,279      $        15,268
                                                                                       ---------------       --------------

Expenses:
         Cost of sales..................................                                        8,758               10,513
         Selling, general and administrative............                                        3,822                3,758
         Research and development.......................                                          367                  381
                                                                                       ---------------       --------------
                                                                                               12,947               14,652
                                                                                       ---------------       --------------

Income from operations..................................                                          332                  616
                                                                                       ---------------       --------------
Other (income) expense:
         Interest income................................                                         (281)                (258)
         Interest expense...............................                                          133                  228
         Other expense..................................                                          150                  158
                                                                                       ---------------       --------------
                                                                                                    2                  128
                                                                                       ---------------       --------------

Income before income taxes..............................                                          330                  488
Income tax provision....................................                                          139                  100
                                                                                       ---------------       --------------

Net income..............................................                             $            191      $           388
                                                                                       ---------------       --------------

Net income per share (basic and diluted)................                             $           0.02      $          0.05
                                                                                       ===============       ==============
</TABLE>




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

                                        4


<PAGE>   5

                             BIORELIANCE CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                         THREE MONTHS ENDED
                                                                                                              MARCH 31,
                                                                                                  ----------------------------------
                                                                                                       2000                 2001
                                                                                                  -------------        -------------
<S>                                                                                             <C>                  <C>
Cash flows from operating activities:
  Net income...................................................................                 $          191       $          388
  Adjustments to reconcile net income to net cash provided
      by operating activities:
      Depreciation.............................................................                            856                1,171
      Amortization expense.....................................................                             21                   17
      Amortization of bond discounts...........................................                            (60)                 (96)
      Loss on disposal.........................................................                             52                  ---
      Deferred income taxes, net...............................................                            135                 (230)
      Changes in current assets and liabilities:
          Accounts receivable, net.............................................                          1,503                  798
          Other current assets.................................................                            228                 (636)
          Accounts payable.....................................................                           (672)                (418)
          Accrued employee compensation and benefits...........................                           (690)                (826)
          Other accrued liabilities............................................                            221                  (73)
          Customer advances....................................................                          1,080                  579
      Increase in deposits and other assets....................................                            (59)                (117)
                                                                                                  -------------        -------------
               Net cash provided by operating activities.......................                          2,806                  557
                                                                                                  -------------        -------------

Cash flows from investing activities:
    Purchases of marketable securities.........................................                         (6,409)              (2,455)
    Proceeds from the maturities of marketable securities......................                          6,500                6,500
    Purchases of property and equipment........................................                         (2,869)                (714)
                                                                                                  -------------        -------------
               Net cash provided by (used in) investing activities.............                         (2,778)               3,331
                                                                                                  -------------        -------------

Cash flows from financing activities:
     Proceeds from exercise of stock options...................................                            128                   59
     Payments on debt and capital lease obligations............................                           (414)                (301)
                                                                                                  -------------        -------------
               Net cash used in financing activities...........................                           (286)                (242)
                                                                                                  -------------        -------------

Effect of exchange rate changes on cash and cash equivalents...................                           (170)                (136)
                                                                                                  -------------        -------------

Net increase (decrease) in cash and cash equivalents...........................                           (428)               3,510
Cash and cash equivalents, beginning of period.................................                         12,273                8,231
                                                                                                  -------------        -------------

Cash and cash equivalents, end of period.......................................                 $       11,845       $       11,741
                                                                                                  =============        =============
</TABLE>





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

                                        5


<PAGE>   6


                             BIORELIANCE CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(1)     DESCRIPTION OF THE BUSINESS

        BioReliance Corporation (the "Corporation") is a contract service
organization that provides testing and development, and manufacturing services
for biologics and other biomedical products to biotechnology and pharmaceutical
companies worldwide.

(2)     INTERIM FINANCIAL STATEMENTS PRESENTATION

        The accompanying interim financial statements are unaudited and have
been prepared by the Corporation pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC") regarding interim financial
reporting. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements, and therefore these consolidated financial statements should be read
in conjunction with the audited consolidated financial statements, and related
notes thereto, included in the Corporation's Annual Report on Form 10-K. In the
opinion of management, the unaudited consolidated financial statements for the
three-month periods ended March 31, 2000 and 2001 include all normal and
recurring adjustments that are necessary for a fair presentation of the results
of the interim period. The results of operations for the three-month periods
ended March 31, 2000 and 2001 are not necessarily indicative of the results for
the entire year ending December 31, 2001.

(3)     NET INCOME PER SHARE

        The Corporation calculates earnings per share ("EPS") on both a basic
and diluted basis. Dilutive securities are excluded from the computation in
periods which they have an anti-dilutive effect. Net income available to common
stockholders and common equivalent stockholders is equal to net income for all
periods presented.

        The following table represents reconciliations between the weighted
average common stock outstanding used in basic EPS and the weighted average
common and common equivalent shares outstanding used in diluted EPS for each of
the periods presented:

<TABLE>
<CAPTION>
                                                             THREE MONTHS
                                                             ENDED MARCH 31,
                                                             2000      2001
                                                             ----      ----
                                                             (IN THOUSANDS)
<S>                                                        <C>         <C>
                       Weighted average common stock
                       outstanding.......................   7,943      8,194
                       Stock  options, as if converted...     282        375
                                                            -----      -----
                       Weighted average common and common
                       equivalent shares outstanding.....    8,225     8,569
                                                           =======    ======
</TABLE>


                                        6
<PAGE>   7

(4)     SEGMENT INFORMATION

        Summarized financial information concerning the Corporation's reportable
segments, for the three months ended March 31, is shown in the following table:

<TABLE>
<CAPTION>
                                                        THREE MONTHS
                                                       ENDED MARCH 31,
                                                        2000      2001
                                                        ----      ----
                                                        (IN THOUSANDS)
<S>                                                   <C>       <C>
                          Revenue:
                             Testing and Development  $11,568   $13,208
                             Manufacturing              1,711     2,060
                                                      -------   -------
                                   Total              $13,279   $15,268
                                                      =======   =======

                          Gross Profit:
                             Testing and Development  $ 4,436   $ 5,316
                             Manufacturing                 85     (561)
                                                      -------   -------
                                Total                 $ 4,521   $ 4,755
                                                      =======   =======
</TABLE>

        Summarized financial information concerning the Corporation's revenue
and gross profit by geographic region for the three months ended March 31, is
shown in the following table:

<TABLE>
<CAPTION>
                                                        THREE MONTHS
                                                       ENDED MARCH 31,
                                                        2000      2001
                                                        ----      ----
                                                        (IN THOUSANDS)
<S>                                                  <C>        <C>
                          Revenue:
                             United States            $11,168   $12,841
                             Europe                     2,111     2,427
                                                      -------   -------
                                Total                 $13,279   $15,268
                                                      =======   =======

                          Gross Profit:
                             United States            $ 3,636   $ 3,596
                             Europe                       885     1,159
                                                      -------   -------
                                Total                 $ 4,521   $ 4,755
                                                      =======   =======
</TABLE>

(5)     CONTINGENCIES

        The Corporation from time to time may be involved in various claims and
legal proceedings arising in the ordinary course of business. The Corporation
does not believe that any such claims or proceedings, individually or in the
aggregate, would have a material adverse effect on the Corporation's financial
condition or results of operations.

        The Corporation was identified by the U.S. Environmental Protection
Agency ("EPA") as one of several hundred potentially responsible parties under
the Comprehensive Environmental Response, Compensation and Liability Act with
respect to the Ramp Industries, Inc. site in Denver, Colorado. The Corporation
signed a consent decree with the EPA, which allowed the

                                        7

<PAGE>   8

Corporation to resolve its liability for clean-up costs at this site for
approximately $3,600. The consent decree was approved by the U.S. District Court
for the District of Colorado on March 30, 2001. The Corporation received notice
of this approval on April 17, 2001, and on April 24, 2001, paid the amount of
$3,571.99 to the Department of Justice in full settlement of the Corporation's
total liability related to this matter.


                                        8

<PAGE>   9


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS


        Certain statements made in this Report are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, without limitation, any statement that may
predict, forecast, indicate, or imply future results, performance, or
achievements, which generally are not historical in nature, and may contain the
words "believe," "anticipate," "expect," "estimate," "project," "will be," "will
continue," "will likely result," or similar words or phrases. Forward-looking
statements involve risks and uncertainties which may cause actual results to
differ materially from the forward-looking statements. The risks and
uncertainties are detailed from time to time in reports filed by BioReliance
with the Securities and Exchange Commission, including in its Forms 10-K and
include, but are not limited to, the following:

-       general economic and market conditions in the United States and in other
        countries in which the Corporation currently does business;
-       the size and growth of the overall markets for biopharmaceuticals,
        including the amounts spent on research and development by biotechnology
        and pharmaceutical companies;
-       technological advances by the Corporation or its competitors;
-       changes in laws and regulations in the United States and in other
        countries in which the Corporation currently does business;
-       the size, timing and mix of contracts for the Corporation's products and
        services;
-       the success of the Corporation's new contracts and whether they will
        contribute to revenue growth;
-       the Corporation's ability to increase revenues in its testing and
        development, and manufacturing segments;
-       the ability of the Corporation to attract and retain qualified technical
        and management personnel;
-       seasonal demand for the Corporation's products and services;
-       fluctuations and difficulty in forecasting operating results;
-       changes in exchange rates in one or more of the Corporation's geographic
        segments;
-       the ability of the Corporation to sustain, manage or forecast its growth
        and utilize its facilities, particularly its new U.S. manufacturing
        facility;
-       the loss of significant contracts or customers;
-       business disruptions and other factors referenced in the above reports.

        As and when made, management believes that these forward-looking
statements are reasonable. The Corporation undertakes no obligation to revise or
publicly release the results of any revision to these forward-looking
statements. Therefore, readers are cautioned not to place undue reliance on
these forward-looking statements since new risk factors emerge from time to time
and it is not possible for management to predict all such risk factors, nor can
it assess the impact of all such risk factors on the Corporation's business or
the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking
statements.


                                        9

<PAGE>   10

        The following discussion and analysis of the Corporation's financial
condition and results of operations should be read in conjunction with the
Corporation's consolidated financial statements and related notes thereto
included elsewhere in this Form 10-Q.

RESULTS OF OPERATIONS

        The following table shows a comparison of revenue by operational segment
for the three months ended March 31, 2000 and 2001:

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED
                                                          MARCH 31,
                                               -------------------------------
                                                    2000      2001   % CHANGE
                                                    ----      ----   --------
<S>                                              <C>       <C>       <C>
                     Testing and Development     $11,568   $13,208     14%

                     Manufacturing                 1,711     2,060     20%

                                               -------------------------------
                     Total                       $13,279   $15,268     15%
                                               ===============================
</TABLE>


        The increase in testing and development revenue for the three months
ended March 31, 2001 can be attributed primarily to the continued strength in
the rate of new orders, which was bolstered by the full complement of account
managers in both the U.S. and Europe. The increase in U.S. testing and
development revenue results from increases in biosafety testing services and
toxicology services, partially offset by a decrease in revenue generated by
analytical services. The increase in revenue from toxicology services in the
U.S. was also attributable to certain non-recurring revenue adjustments. The
increase in European testing and development revenue was driven by increases in
revenue generated in all major service areas.

        The increase in manufacturing revenues for the three months ended March
31, 2001 is primarily attributable to an increase in U.S. Phase III revenue and
U.K. Phase I/II revenue, partially offset by a decrease in U.S. Phase I/II
revenue. The increase in Phase III revenue is a result of the Corporation's
opening of its new manufacturing facility after the first quarter of 2000.
Project delays resulting from requirements for additional process development
and other client and regulatory decisions, prior to the completion of work,
continued to adversely affect U.S. manufacturing revenue in the first quarter of
2001. A portion of U.S. manufacturing revenue for the three months ended March
31, 2001 resulted from work performed under the Corporation's major smallpox
vaccine contracts. Management expects these contracts to contribute to the
Corporation's revenue more significantly in the second half of 2001 and in
future years. Work under these contracts is subject to government-issued task
orders and thus the related revenues cannot be predicted with certainty. Like
all government contracts, these contracts are subject to termination by the
government at any time.

                                       10

<PAGE>   11


        The following table shows a comparison of revenue by geographic region
for the three months ended March 31, 2000 and 2001:

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED
                                                           MARCH 31,
                                               -------------------------------
                                                    2000      2001   % CHANGE
                                                    ----      ----   --------
<S>                                             <C>       <C>        <C>
                     United States               $11,168   $12,841      15%

                     Europe                        2,111     2,427      15%

                                               -------------------------------
                     Total                       $13,279   $15,268      15%
                                               ===============================
</TABLE>


        The increase in revenue generated in the United States for the three
months ended March 31, 2001 resulted from an increase in orders for both the
testing and development and manufacturing services including Phase III
manufacturing discussed above.

        The increase in revenue generated in Europe for the three months ended
March 31, 2001 reflects an increase in revenue generated from U.K. testing and
development services, U.K. manufacturing services and German manufacturing
services.

        The Corporation expects that testing and development revenue will
continue to increase in the foreseeable future, and it expects that
manufacturing revenue in the U.S. will increase with the Corporation's new
vaccine contracts, but there can be no assurance that such expectations will
prove to be correct. German manufacturing services are currently running near
their capacities and, therefore, further revenue growth in that region will
likely be modest, for the remainder of the year. These expectations could be
adversely affected by the cautionary statements on page 9.

        The following table compares gross profit and gross margin by
operational segment for the three months ended March 31, 2000 and 2001:

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED
                                                           MARCH 31,
                                               -------------------------------
                                                    2000      2001   % CHANGE
                                                    ----      ----   --------
<S>                                             <C>         <C>      <C>
                     Testing and Development
                          Gross Profit            $4,436    $5,316      20%
                          Gross Margin               38%       40%

                     Manufacturing
                          Gross Profit                85     (561)     N.M.
                          Gross Margin                5%     (27%)

                     Totals
                                               -------------------------------
                          Gross Profit            $4,521    $4,755      5%
                                               ===============================
                          Gross Margin               34%       31%
                                               ===============================
                                                   N.M. = not meaningful
</TABLE>


                                       11

<PAGE>   12

        The increase in testing and development gross margin for the three
months ended March 31, 2001 was driven by increases in the gross profit
generated in the U.S. A higher proportion of higher margin revenue was partially
offset by an increase in cost of sales relating to labor, fringe benefits,
direct materials and depreciation. The Corporation believes that a significant
portion, but not all, of these expenses are non-recurring.

        The decrease in manufacturing gross margins is related to an increase in
losses generated in the U.S. These losses were partially offset by an increase
in the gross profit generated in Europe. The loss generated in the U.S.
increased as a result of increased costs for labor, fringe benefits, direct
materials and capacity costs related to the new U.S. manufacturing facility.
Costs related to this facility are expected to increase at a lesser rate than
the expected rate of increase in the related revenues, but there can be no
assurance of this outcome.

        The following table compares gross profit and gross margin by geographic
region for the three months ended March 31, 2000 and 2001:

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED
                                                         MARCH 31,
                                               -------------------------------
                                                    2000      2001   % CHANGE
                                                    ----      ----   --------
<S>                                            <C>         <C>       <C>
                     United States
                          Gross Profit            $3,636    $3,596    (1%)
                          Gross Margin               33%       28%

                     Europe
                          Gross Profit               885     1,159    31%
                          Gross Margin               42%       48%

                     Totals
                                               -------------------------------
                          Gross Profit            $4,521    $4,755     5%
                                               ===============================
                          Gross Margin               34%       31%
                                               ===============================
</TABLE>


        The decrease in the U.S. margins for the three months ended March 31,
2001 resulted from increased cost of sales related to the factors discussed
above, only partially offset by increased revenue in both the testing and
development and manufacturing segments. The improvement in the European margins
for the three months ended March 31, 2001 can be primarily attributed to
increased profit generated from both testing and development services in the
U.K. and manufacturing services in Germany, resulting from increased utilization
of capacity and a higher proportion of higher margin revenue.

        The Corporation expects margins in testing and development, both in the
U.S. and Europe, to remain the same or improve with economies of scale in the
foreseeable future, and expects manufacturing margins in the U.S. to improve as
capacity is utilized. These projected improvements could be adversely affected
by factors noted in the cautionary statements on page 9.


                                       12

<PAGE>   13


        The following table shows a comparison of operating expenses, other than
cost of sales, for the three months ended March 31, 2000 and 2001:

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED
                                                        MARCH 31,
                                               --------------------------
                                                  2000     2001 % CHANGE
                                                  ----     ---- --------
<S>                                            <C>       <C>    <C>
                Selling, General and
                Administrative                  $3,822   $3,758   (2%)

                Research and Development           367      381    4%

                                               --------------------------
                Total                           $4,189   $4,139   (1%)
                                               ==========================
</TABLE>


        Selling, general and administrative expenses decreased slightly for the
three months ended March 31, 2001, due primarily to a decrease in labor and
fringe costs due to fewer administrative employees, partially offset by an
increase in consulting expenses. The Corporation also benefited from some
favorable adjustments to administrative expenses which are not expected to
recur. Selling, general and administrative expenses are expected to increase as
the Corporation hires additional administrative staff, implements additional
applications for its information systems and makes additional investments for
technical sales support and its marketing infrastructure. As a percentage of
revenue, selling, general and administrative expenses decreased to 25% for the
three months ended March 31, 2001 from 29% for the three months ended March 31,
2000.

        Research and development expenses represent the investment of internal
resources to develop new methods and tests to support the Corporation's
services. These expenses have not changed significantly in the periods
presented, but the Corporation expects these expenses to increase with an
accelerated program of new assay development and commercial service
introductions. The Corporation earns relatively insignificant funds under
research grants from a public institution, which amounts are credited to
research and development expense.

        The following table shows a comparison of non-operating expenses for the
three months ended March 31, 2000 and 2001:

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED
                                                         MARCH 31,
                                               -------------------------------
                                                    2000      2001   % CHANGE
                                                    ----      ----   --------
<S>                                                <C>       <C>     <C>
                     Other (Income) Expense           $2      $128    N.M.
                                               ---------------------------------

                     Income Taxes
                          Provision                 $139      $100   (28%)
                          Effective Rate             42%       20%
                                               ---------------------------------
                                                   N.M. = Not meaningful
</TABLE>

        The increase in net interest and other expense for the three months
ended March 31, 2001 reflects an increase in interest expense and a decrease in
interest income. The decrease in interest income is the result of the decrease
in its balance in marketable securities. During the first quarter of 2000, the
Corporation capitalized interest expense relating to its new manufacturing


                                       13

<PAGE>   14

facility. The corresponding interest charges for the three months ended March
31, 2001 are included in interest expense.

        The decrease in the effective tax rate for the three months ended March
31, 2001 is the result of tax credits and carryforwards which are expected to be
utilized in 2001. The Corporation expects tax rates to remain at or slightly
above current levels for 2001 and then revert to levels less than but more in
line with the Corporation's historical rates. Since the Corporation has
international operations, its effective tax rate may vary from quarter to
quarter due to changes in the distribution of its pre-tax earnings.

LIQUIDITY AND CAPITAL RESOURCES

        The Corporation has funded its business through existing cash, cash
flows from operations, long-term bank loans and capital leases. At March 31,
2001, the Corporation had cash, cash equivalents and marketable securities of
$16.2 million, compared to $16.7 million at December 31, 2000.

        The Corporation generated cash flows from operations of $0.6 million for
the three months ended March 31, 2001, compared to $2.8 million for the three
months ended March 31, 2000. This decrease is due primarily to unusually high
levels of collections and unearned customer advances in the first quarter of
2000. Net income, as adjusted for depreciation, amortization, loss on disposal
and deferred income taxes, provided $1.2 million for both the three months ended
March 31, 2001 and 2000. Changes in other assets and liabilities used cash of
$0.7 million for the three months ended March 31, 2001, primarily due to
decreases in accounts payable and accrued employee compensation and benefits and
an increase in other current assets, partially offset by a decrease in accounts
receivable and an increase in customer advances. Changes in other assets and
liabilities provided cash of $1.6 million for the three months ended March 31,
2000, primarily due to decreases in accounts receivable and other current
assets, and increases in customer advances and other current liabilities.

        The Corporation's corporate headquarters facility in Rockville, Maryland
includes research and development, administrative activities and expanded
laboratory and other capacity for operations. The lease agreement for this
facility requires the Corporation to make noncancelable lease payments totaling
approximately $10.4 million through 2013.

               The Corporation's new manufacturing facility in Rockville,
Maryland became operational in the second quarter of 2000. In April 1998, the
Corporation entered into third-party leasing and subleasing arrangements with
Montgomery County, Maryland and a developer that provided for the construction
of this new manufacturing facility. These arrangements require the Corporation
to make net noncancelable lease payments totaling approximately $11.8 million
through 2019 and guarantee indebtedness of approximately $4.6 million incurred
by the developer to construct the facility. The Corporation accounts for the
leases and subleases of the manufacturing facility as capital leases. The assets
underlying the capital leases are included with the Corporation's owned property
and equipment at March 31, 2001. Property and equipment at March 31, 2001
included approximately $7.3 million, net of accumulated depreciation, related to
these capital leases. The related obligation is included in the Corporation's
liabilities at March 31, 2001.


                                       14
<PAGE>   15

        The build-out and validation of the new U.S. manufacturing facility has
demanded and will continue to demand considerable time and resources. The
Corporation is currently utilizing substantially less than full capacity in this
building. This operation will likely constrain earnings for the Corporation at
least through the second quarter of 2001.

        During the three months ended March 31, 2001 and 2000, the Corporation
invested $0.7 million and $2.9 million, respectively, for capital expenditures.
These capital expenditures were primarily for additional equipment related to
the new U.S. manufacturing facility.

        At March 31, 2001, the Corporation had commitments to spend
approximately $0.6 million in capital expenditures for leasehold improvements
and laboratory equipment.

        The Corporation expects to continue expanding its operations through
internal growth, geographic expansion and possible strategic acquisitions. The
Corporation expects to fund its growth from existing cash, cash flows from
operations, bank borrowings and lease financings. Although the Corporation has
no agreements or arrangements in place with respect to any future acquisition,
there may be acquisition or other growth opportunities that require additional
external financing, and the Corporation may, from time to time, seek to obtain
funds from public or private issuances of equity or debt securities on a
strategic basis. There can be no assurances that such financing will be
available on terms acceptable to the Corporation.

        Based on its current operating plan, the Corporation believes that
available liquid resources are sufficient to meet its foreseeable cash needs.

BORROWINGS AND CREDIT FACILITIES

        The Corporation has a mortgage loan of $4.3 million from Bank of America
with a maturity date of November 30, 2009 (the "Mortgage Loan") that was used to
finance the construction of one of its facilities in Rockville, Maryland. In
addition to a principal payment of $10,576 per month, the Mortgage Loan bears
interest at the London Inter-Bank Offering Rate ("LIBOR") plus the applicable
LIBOR Rate Additional Percentage ("LIBOR Rate Option"). The LIBOR Rate Option
ranges from 1.0% to 2.15% depending on the Corporation achieving certain funded
debt to EBITDA ratios. At March 31, 2001, the applicable interest rate on the
Mortgage Loan was 7.23% and the LIBOR Rate Option was 2.15%. At March 31, 2001,
approximately $2.4 million was outstanding on the Mortgage Loan.

        In February 2001, the Corporation entered into an interest rate swap
whereby the variable interest rate portion of the Mortgage Loan was effectively
converted into debt with a fixed rate of 6.14% per annum. This swap expires
November 1, 2009. Amounts paid or received under the interest rate swap are
recognized as interest income or expense in the periods in which they accrued
and are recorded in the same category as that arising from the Mortgage Loan.
The Corporation believes that the effect of the interest rate swap on interest
expense was not material for the three months ended March 31, 2001.

        The Corporation has available borrowings up to $2.0 million under a
revolving loan agreement with Bank of America. The revolving loan agreement
requires monthly interest


                                       15

<PAGE>   16

payments on the unpaid principal. The unpaid principal and all unpaid accrued
interest is payable in full on May 31, 2001, and the line of credit expires at
that time. Amounts borrowed under the revolving loan agreement bear interest at
the LIBOR rate plus the applicable LIBOR Rate Option that ranges from 0.85% to
2.0% depending on the Corporation achieving certain funded debt to EBITDA
ratios. During the first three months of 2001, no amounts were borrowed under
this revolving loan agreement.

        The Corporation financed the acquisition of BioReliance Manufacturing
GmbH (formerly known as BIOMEVA) in July 1996 and obtained additional funds for
working capital and expansion of its business through a promissory note with
Bank of America in the amount of $1.8 million. The note matures on June 30,
2001. The note requires monthly principal payments of $30,000 and bears interest
at the same rate as the Mortgage Loan. At March 31, 2001, $0.2 million was
outstanding on the note, and the interest rate on the note was 7.23%.

        All of the Corporation's agreements with Bank of America are cross
collateralized and are secured by a deed of trust on one of the Corporation's
laboratory facilities in Rockville, Maryland. The agreements require the
Corporation to comply with financial and restrictive covenants, including fixed
charge coverage and funded debt to EBITDA ratios. Specifically:

        -       Maintain a ratio of total funded indebtedness to EBITDA not
                greater than 3.50 to 1.00 as of the end of each fiscal quarter,
                calculated on the preceding four-quarter period. EBITDA is
                defined as earnings before interest, taxes, depreciation and
                amortization.

        -       Maintain a fixed charge coverage ratio as of the end of each
                quarter of at least 1.25 to 1.00. This ratio is determined by
                dividing EBITDA by the sum of interest expense and
                current-maturities of long-term debt and capital leases.

        At March 31, 2001, the Corporation was in compliance with all covenants
under its loan agreements.

        On July 1, 1999, the Corporation received the proceeds of a $3.0 million
loan from the Department of Business and Economic Development, a department of
the State of Maryland. The Corporation was required to use the proceeds to
expand and relocate its activities in Rockville, Maryland. The loan requires
quarterly principal payments of $107,143 plus accrued interest and matures on
June 30, 2006. The loan bears interest at rates from 0.0% to 7.5% based on the
Corporation's achieving specific employment levels over the next six years. The
current interest rate is 0.0%. The terms of the loan contain annual reporting
requirements, including the reporting of employment data. At March 31, 2000,
approximately $2.2 million was outstanding on the loan.

FOREIGN CURRENCY

        The accounts of the Corporation's international subsidiaries are
measured using each local currency as the functional currency. Assets and
liabilities of these subsidiaries are translated into United States dollars at
period-end exchange rates, and revenue and expense accounts are translated at
average monthly exchange rates. Net exchange gains and losses resulting from
such


                                       16
<PAGE>   17

translations are excluded from net income and are accumulated in a separate
component of stockholders' equity. Translation gains and losses that arise from
some intercompany transactions denominated in a currency other than the
functional currency are included in the results of operations as incurred. The
Corporation recorded net foreign exchange losses of $0.3 million for the three
months ended March 31, 2001 and $0.2 million for the three months ended March
31, 2000.

        Since the revenues and expenses of the Corporation's international
operations generally are denominated in local currencies, exchange rate
fluctuations between these local currencies and the United States dollar subject
the Corporation to currency translation risk with respect to the reported
results of its international operations, as well as to other risks associated
with international operations. The Corporation derived approximately 16% of its
revenue for each of the three month periods ended March 31, 2000 and 2001 from
services performed outside of the United States. In addition, the Corporation
may be subject to currency risk when its service contracts are denominated in a
currency other than the currency in which the Corporation incurs expenses
related to such contracts.

        There can be no assurance that the Corporation will not experience
fluctuations in financial results from the Corporation's operations outside the
United States, and there can be no assurance the Corporation will be able,
contractually or otherwise, to reduce the currency risks associated with its
operations. At the present time, the Corporation does not use derivative
financial instruments to manage or control foreign currency risk, because most
of its revenue and related expenses are in the same functional currencies.
However, there can be no assurance that the Corporation will not use such
financial instruments in the future or that any such use will be successful in
managing or controlling foreign currency risk.

EUROPEAN MONETARY UNION

        Within Europe, the European Economic and Monetary Union (the "EMU")
introduced a new currency, the Euro, on January 1, 1999. The new currency is in
response to the EMU's policy of economic convergence to harmonize trade policy,
eliminate business costs associated with currency exchange and to promote the
free flow of capital, goods and services.

        On January 1, 1999, the participating countries adopted the Euro as
their local currency, initially available for currency trading on currency
exchanges and non-cash (banking) transactions. On or before July 1, 2002, the
participating countries are planned to withdraw all legacy currency and use the
Euro exclusively. The introduction of the Euro has not had a material adverse
effect on the Corporation, and it does not anticipate any material adverse
effects as other currencies are phased out. However, unforeseen legislation,
changes in commercial cross-border practices or a significant devaluation of the
Euro could have an adverse effect on the future results of operations and
financial position of the Corporation.



                                       17

<PAGE>   18


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISK

        The Corporation is exposed to market risk from adverse changes in
interest rates and foreign currency exchange rates.

INTEREST RATE RISKS

        The Corporation is exposed to interest rate risk primarily through its
investments in short-term marketable securities and cash equivalents and its
debt agreements. The Corporation's investment policy calls for investment in
short-term, low risk instruments. At March 31, 2001, the Corporation had $4.5
million invested in government and governmental agency securities and commercial
paper. A rise in interest rates would have an adverse impact on the fair market
value of fixed rate securities. If interest rates fall, floating rate securities
may generate less interest income. The Corporation manages its exposure to
interest rate risks through investing in securities with maturities of one year
or less.

        Additionally, the Corporation is exposed to risk from changes in
interest rates as a result of its borrowing activities. At March 31, 2001, the
Corporation had total debt of $12.4 million. The Corporation's debt consists of
a mortgage loan with approximately $2.4 million outstanding, a promissory note
with approximately $0.2 million outstanding, a State of Maryland loan with
approximately $2.2 million outstanding, and capital lease obligations of
approximately $7.6 million outstanding.

        The Corporation partially manages its exposure to losses through
interest rate swaps. In February 2001, the Corporation entered into an interest
rate swap, whereby the variable interest rate portion of the Mortgage Loan was
effectively converted into debt with a fixed rate of 6.14% per annum. The
Corporation also entered into a separate interest rate swap whereby the variable
interest rate portion of the indebtedness relating to a capital lease for the
new manufacturing facility was also converted into debt with a fixed rate of
6.14%. Both agreements expire on November 1, 2009.

FOREIGN CURRENCY EXCHANGE RISK

        The Corporation's international operations are subject to foreign
exchange rate fluctuations. Since the revenue and expenses of the Corporation's
international operations generally are denominated in local currencies, exchange
rate fluctuations between these local currencies and the United States dollar
will subject the Corporation to currency translation risk with respect to the
reported results of its foreign operations, as well as to risks sometimes
associated with international operations. In addition, the Corporation may be
subject to currency risk when its service contracts are denominated in a
currency other than the currency in which the Corporation incurs expenses
related to such contracts. The United Kingdom and Germany have traditionally had
relatively stable currencies. The Corporation currently does not hedge its
foreign currency exposure. Management does not believe that the Corporation's
exposure to foreign currency rate fluctuations is material.



                                       18

<PAGE>   19


                          PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         See Form 10-K filed March 28, 2001.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         As of March 31, 2001, the Corporation had used approximately $17.9
million of the net proceeds from its initial public offering toward debt
repayment and purchases of laboratory equipment, information systems hardware
and software, and interior construction and furnishings of the Corporation's new
U.S. manufacturing facility.

         At March 31, 2001, approximately $4.5 million of the net proceeds of
the initial public offering were invested in short-term United States government
securities and commercial paper, and the balance was invested in money market
funds, pending the purchase of additional United States government securities
and commercial paper, or in other operating accounts of the Corporation.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

         None

ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

               None

         (b) Reports on Form 8-K

               None



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<PAGE>   20


                                   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.

Dated:   May 15, 2001

                               BioReliance Corporation
                                    (Registrant)




                               By  /s/Capers W. McDonald
                                   ---------------------------------------

                               Capers W. McDonald
                               President and Chief Executive Officer



                               By  /s/John L. Coker
                                   ---------------------------------------

                               John L. Coker
                               Vice President, Finance and Administration, Chief
                               Financial Officer, Treasurer and Secretary
                               (Principal Financial and Accounting Officer)






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