<PAGE>   1
                       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 September 30, 1997

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

          For the transaction period from __________ to __________

Commission file number 0-19267

                                 ALKERMES, INC.
                                 --------------
             (Exact name of registrant as specified in its charter)


              PENNSYLVANIA                                    23-2472830
              ------------                                    ----------
    (State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                       Identification No.)


     64 Sidney Street, Cambridge, MA                          02139-4136
     -------------------------------                          ----------
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number including area code: (617) 494-0171
                                                   ---------------

                                 Not Applicable
--------------------------------------------------------------------------------
              Former name, former address, and former fiscal year,
                          if changed since last report

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X    No 
                                               ---      ---

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

           Class                       Shares Outstanding as of November 5, 1997
           -----                       -----------------------------------------

Common Stock, par value $.01                           20,814,978
                                     
                                


<PAGE>   2


                         ALKERMES, INC. AND SUBSIDIARIES


                                      INDEX


                                                                        Page No.
                                                                        --------

PART I - FINANCIAL INFORMATION

         Item 1.  Consolidated Financial Statements

                  Consolidated Balance Sheets                               3
                  - September 30, 1997 and March 31, 1997

                  Consolidated Statements of Operations                     4
                  - Three months ended September 30, 1997 and 1996
                     Six months ended September 30, 1997 and 1996

                  Consolidated Statement of Shareholders' Equity            5
                  - Six months ended September 30, 1997

                  Consolidated Statements of Cash Flows                     6
                  - Six months ended September 30, 1997 and 1996

                  Notes to Consolidated Financial Statements                7

         Item 2.  Management's Discussion and Analysis of                   8
                  Financial Condition and Results of Operations

PART II - OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K                         11

SIGNATURES                                                                 13

EXHIBIT INDEX                                                              14


                                      (2)
<PAGE>   3



ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS:

                         ALKERMES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  September 30,      March 31,
                                                                        1997            1997
                                                                  -------------    -------------

<S>                                                               <C>              <C>          
                                   A S S E T S
Current Assets:
    Cash and cash equivalents                                     $   1,887,261    $   2,799,012
    Short-term investments                                           73,770,075       82,497,939
    Receivables from collaborative arrangements                      14,475,695        3,256,140
    Prepaid expenses and other current assets                         1,433,497        1,314,949
                                                                  -------------    -------------
        Total current assets                                         91,566,528       89,868,040
                                                                  -------------    -------------
Property, Plant and Equipment:
    Land                                                                225,000          225,000
    Building                                                          1,275,000        1,275,000
    Furniture, fixtures and equipment                                13,736,412       11,963,945
    Leasehold improvements                                            2,263,466        2,183,280
    Construction in progress                                            668,148           90,000
                                                                  -------------    -------------
                                                                     18,168,026       15,737,225
        Less accumulated depreciation and amortization               (8,690,484)      (7,289,446)
                                                                  -------------    -------------
                                                                      9,477,542        8,447,779
                                                                  -------------    -------------
Investments                                                           5,434,157        5,366,291
                                                                  -------------    -------------
Other Assets                                                            510,050          582,732
                                                                  -------------    -------------
Other Investments                                                       446,213          432,176
                                                                  -------------    -------------
                                                                  $ 107,434,490    $ 104,697,018
                                                                  =============    =============


           L I A B I L I T I E S   A N D   S H A R E H O L D E R S'   E Q U I T Y

Current Liabilities:
    Accounts payable and accrued expenses                         $   3,051,415    $   4,653,081
    Deferred revenue                                                  8,157,500               --
    Long-term obligations--current portion                            3,495,114        3,547,542
                                                                  -------------    -------------
        Total current liabilities                                    14,704,029        8,200,623
                                                                  -------------    -------------
Long-Term Obligations                                                11,383,333       10,914,127
                                                                  -------------    -------------
Other Long-Term Liabilities                                           1,772,293        1,430,832
                                                                  -------------    -------------
Deferred Revenue                                                      5,000,000        5,000,000
                                                                  -------------    -------------
Shareholders' Equity:
    Capital stock, par value $.01 per share:
     Authorized, 5,000,000 shares; none issued
    Common stock, par value $.01 per share:
     Authorized 40,000,000 shares; issued 20,802,656 shares at
     September 30, 1997 and 20,718,790 shares at March 31, 1997         208,027          207,188
    Additional paid-in capital                                      199,217,258      198,844,191
    Deferred compensation                                               (78,673)        (109,901)
    Cumulative foreign currency translation adjustments                 (25,381)         (16,869)
    Unrealized gain on marketable securities                             85,313           71,250
    Accumulated deficit                                            (124,831,709)    (119,844,423)
                                                                  -------------    -------------
        Total shareholders' equity                                   74,574,835       79,151,436
                                                                  -------------    -------------
                                                                  $ 107,434,490    $ 104,697,018
                                                                  =============    =============
</TABLE>

See notes to consolidated financial statements.

                                      (3)

<PAGE>   4


                         ALKERMES, INC. AND SUBSIDIARIES


                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      Three Months       Three Months        Six Months         Six Months
                                                         Ended              Ended               Ended              Ended
                                                      September 30,      September 30,      September 30,      September 30,
                                                          1997               1996               1997                1996
                                                      -------------      -------------      -------------      -------------
<S>                                                    <C>                <C>                <C>                <C>        
Revenues:
    Research and development revenue under
     collaborative arrangements                        $ 7,330,623        $ 3,437,956        $12,112,466        $ 5,914,865
    Research and development revenue under
     collaborative arrangement with related party               --                 --                 --          1,415,313
    Interest income                                      1,102,563            644,232          2,252,117          1,171,960
                                                       -----------        -----------        -----------        -----------
                                                         8,433,186          4,082,188         14,364,583          8,502,138
                                                       -----------        -----------        -----------        -----------
Expenses:
    Research and development                             7,094,597          6,942,545         14,702,524         13,555,944
    General and administrative                           1,885,643          1,626,487          3,799,663          4,069,618
    Interest expense                                       412,500            302,540            849,682            609,951
                                                       -----------        -----------        -----------        -----------
                                                         9,392,740          8,871,572         19,351,869         18,235,513
                                                       -----------        -----------        -----------        -----------

Net loss                                               $  (959,554)       $(4,789,384)       $(4,987,286)       $(9,733,375)
                                                       ===========        ===========        ===========        ===========

Net loss per weighted average number of common
  shares                                               $     (0.05)       $     (0.26)       $     (0.24)       $     (0.54)
                                                       ===========        ===========        ===========        ===========

Weighted average number of common shares
 outstanding                                            20,792,074         18,416,041         20,772,568         17,873,780
                                                       ===========        ===========        ===========        ===========
</TABLE>


See notes to consolidated financial statements.


                                      (4)
<PAGE>   5


                         ALKERMES, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                                    Cumulative    
                                                                                 Additional                     Foreign Currency  
                                                               Common Stock        Paid-in        Deferred         Translation    
                                                           Shares      Amount      Capital      Compensation       Adjustments    
                                                           ------      ------    ------------   ------------    ----------------  
<S>                                                     <C>           <C>        <C>              <C>                <C>          
Balance, April 1, 1997                                  20,718,790    $207,188   $198,844,191     $(109,901)         $(16,869)    
Issuance of common stock 4/97 through 6/97                  57,050         571        261,661            --                --     
Amortization of compensation relating to grant
  of stock options and awards made                              --          --             --        15,614                --     
Unrealized gain on marketable securities                        --          --             --            --                --     
Cumulative foreign currency translation adjustments             --          --             --            --             9,053     
Net loss for period                                             --          --             --            --                --     
                                                        ----------    --------   ------------      --------          --------     
Balance, June 30, 1997                                  20,775,840     207,759    199,105,852       (94,287)           (7,816)    

Issuance of common stock 7/97 through 9/97                  26,816         268        111,406            --                --     
Amortization of compensation relating to grant
  of stock options and awards made                              --          --             --         15,614               --     
Unrealized loss on marketable securities                        --          --             --            --                --     
Cumulative foreign currency translation adjustments             --          --             --            --           (17,565)    
Net loss for period                                             --          --             --            --                --     
                                                        ----------    --------   ------------      --------          --------     
Balance, September 30, 1997                             20,802,656    $208,027   $199,217,258      $(78,673)         $(25,381)    
                                                        ==========    ========   ============      ========          ========     
</TABLE>

<TABLE>
<CAPTION>
                                                          Unrealized
                                                            Gain
                                                        on Marketable     Accumulated
                                                         Securities         Deficit             Total
                                                        -------------     -----------           -----
<S>                                                         <C>          <C>                 <C>        
Balance, April 1, 1997                                      $71,250      $(119,844,423)      $79,151,436
Issuance of common stock 4/97 through 6/97                       --                 --           262,232
Amortization of compensation relating to grant                           
  of stock options and awards made                               --                 --            15,614
Unrealized gain on marketable securities                     37,500                 --            37,500
Cumulative foreign currency translation adjustments              --                 --             9,053
Net loss for period                                              --         (4,027,732)       (4,027,732)
                                                            -------      -------------       -----------
Balance, June 30, 1997                                      108,750       (123,872,155)       75,448,103
                                                                         
Issuance of common stock 7/97 through 9/97                       --                 --           111,674
Amortization of compensation relating to grant                           
  of stock options and awards made                               --                 --            15,614
Unrealized loss on marketable securities                    (23,437)                --           (23,437)
Cumulative foreign currency translation adjustments              --                 --           (17,565)
Net loss for period                                              --           (959,554)         (959,554)
                                                            -------      -------------       -----------
Balance, September 30, 1997                                 $85,313      $(124,831,709)      $74,574,835
                                                            =======      =============       ===========
</TABLE>
                                                                        
See notes to consolidated financial statements.

                                       (5)

<PAGE>   6

                         ALKERMES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                           Six Months         Six Months
                                                                              Ended              Ended
                                                                          September 30,      September 30,
                                                                               1997               1996
                                                                          -------------      -------------
<S>                                                                       <C>                <C>          
Cash flows from operating activities:
  Net loss                                                                $ (4,987,286)      $ (9,733,375)
  Adjustments to reconcile net loss to net cash used by
    operating activities:
    Depreciation and amortization                                            1,525,040          1,136,331
    Amortization of amounts receivable for warrants and compensation
      relating to grant of stock options and awards made                        31,228            121,234
    Loss on sale of equipment                                                    8,527                 --
    Adjustments to other investments                                                26             14,273
    Changes in assets and liabilities:
      Receivables from collaborative arrangements                          (11,219,555)                --
      Prepaid expenses and other current assets                               (117,682)        (1,347,434)
      Accounts payable and accrued expenses                                 (1,603,797)        (1,074,230)
      Deferred revenue                                                       8,157,500                 --
      Other long-term liabilities                                              341,461            258,019
                                                                          ------------       ------------
        Net cash used by operating activities                               (7,864,538)       (10,625,182)
                                                                          ------------       ------------

Cash flows from investing activities:
  Additions to property, plant and equipment, net                           (2,485,574)          (839,059)
  Sales (purchases) of short-term investments, net                           8,727,864        (11,599,093)
  Sales of investments, net                                                    (67,866)            (8,044)
  Other assets                                                                  (2,320)            10,500
                                                                          ------------       ------------
        Net cash provided by (used by) investing activities                  6,172,104        (12,435,696)
                                                                          ------------       ------------

Cash flows from financing activities:
  Proceeds from issuance of common stock, net                                  373,906         23,731,412
  Proceeds from issuance of long-term debt                                   2,500,000          5,000,000
  Payment of long-term obligations                                          (2,083,496)        (1,458,497)
                                                                          ------------       ------------
        Net cash provided by financing activities                              790,410         27,272,915
                                                                          ------------       ------------

Effect of exchange rate changes on cash                                         (9,727)             9,025
                                                                          ------------       ------------

Net (decrease) increase in cash and cash equivalents                          (911,751)         4,221,062
Cash and cash equivalents, beginning of period                               2,799,012            445,150
                                                                          ------------       ------------

Cash and cash equivalents, end of period                                  $  1,887,261       $  4,666,212
                                                                          ============       ============

Supplementary information:
  Interest paid                                                           $    471,634       $    334,172
                                                                          ============       ============
</TABLE>


See notes to consolidated financial statements.


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<PAGE>   7
                         ALKERMES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   BASIS OF PRESENTATION

The consolidated financial statements for the three and six month periods ended
September 30, 1997 and 1996, are unaudited and include all adjustments which, in
the opinion of management, are necessary to present fairly the results of
operations for the periods then ended. All such adjustments are of a normal
recurring nature. These financial statements should be read in conjunction with
the Company's Annual Report on Form 10-K for the year ended March 31, 1997,
which includes consolidated financial statements and notes thereto for the years
ended March 31, 1997, 1996 and 1995. In addition, the financial statements
include the accounts of Alkermes Controlled Therapeutics, Inc., Alkermes
Controlled Therapeutics Inc. II, Alkermes Investments, Inc., Alkermes Europe,
Ltd. and Alkermes Development Corporation II ("ADC II"), wholly owned
subsidiaries of the Company.

The results of the Company's operations for any interim period are not
necessarily indicative of the results of the Company's operations for any other
interim period or for a full fiscal year.

The preparation of the Company's financial statements in conformity with
generally accepted accounting principles necessarily requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

2.   NEW ACCOUNTING PRONOUNCEMENT

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share," which the
Company is required to adopt in the quarter ending December 31, 1997. SFAS No.
128 requires companies to change the method currently used to compute earnings
per share and to restate all prior periods for comparability. The adoption of
SFAS No. 128 is not expected to have any impact on the Company's consolidated
financial statements because the Company continues to be in a net loss position
and, consequently, common equivalent shares from stock options and warrants are
excluded as their effect is antidilutive.

3.   LONG-TERM DEBT

In June 1997, the Company amended its loan agreement with a bank to increase the
principal amount of the loan thereunder by $2,500,000 and to grant a security
interest in certain equipment as security for the entire principal of, and
interest on, the loan. The additional principal amount of the loan is payable
over five years in equal monthly installments of $41,667, which commenced July
1, 1997 and bears interest at the fixed rate of 8.58% per annum.


4.   RECLASSIFICATIONS

Certain reclassifications have been made to the fiscal 1997 amounts to conform
to the presentation used in fiscal 1998.


                                      (7)
<PAGE>   8



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

INTRODUCTION

Alkermes is developing innovative pharmaceutical products based on three
proprietary drug delivery systems: ProLease(R), RMP-7(TM) and Medisorb(R). Since
its inception in 1987, the Company has devoted substantially all of its
resources to its research and development programs. Alkermes has not received
any revenue from the sales of products. The Company has been unprofitable since
inception and expects to incur substantial additional operating losses over the
next several years. At September 30, 1997, the Company had an accumulated
deficit of approximately $124.8 million.

The Company has funded its operations primarily through public offerings and
private placements of equity securities, bank loans and payments under research
and development agreements with collaborators, including Alkermes Clinical
Partners, L.P. ("Clinical Partners"), a research and development limited
partnership of which ADC II serves as the one percent general partner. The
Company intends to develop its product candidates in collaboration with others
on whom the Company will rely for funding, development, manufacturing and/or
marketing.

FORWARD-LOOKING STATEMENTS

Any statements set forth below or otherwise made in writing or orally by the
Company with regard to its expectations as to financial results and other
aspects of its business may constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Although the
Company makes such statements based on assumptions which it believes to be
reasonable, the Company's business is subject to significant risks and there can
be no assurance that actual results will not differ materially from the
Company's expectations. Accordingly, the Company hereby identifies the following
important factors, among others, which could cause its results to differ from
any results which might be projected, forecasted or estimated by the Company in
any such forward-looking statements: (i) the Company and its collaborators could
not be permitted by regulatory authorities to undertake additional clinical
trials for ProLease, RMP-7 or Medisorb product candidates; (ii) product
candidates could be ineffective or unsafe during clinical trials; (iii) the
Company could incur difficulties or set-backs in obtaining the substantial
additional funding required to continue research and development programs and
clinical trials; (iv) even if product candidates appear promising at an early
stage of development, product candidates could fail to receive necessary
regulatory approvals, be difficult to manufacture on a large scale, be
uneconomical, fail to achieve market acceptance, be precluded from
commercialization by proprietary rights of third parties or experience
substantial competition in the marketplace; (v) technological change in the
biotechnology or pharmaceutical industries could render the Company's product
candidates obsolete or noncompetitive; (vi) disputes with collaborators,
termination of collaborations or failure to negotiate acceptable new
collaborative arrangements for ProLease and Medisorb technologies, which are not
independently commercializable, could occur; (vii) disputes with Clinical
Partners over rights to the RMP-7 and related technology could occur, or the
Company could fail to purchase this technology from the Limited Partners of
Clinical Partners pursuant to the purchase option (the "Purchase Option"), or,
if the Company did purchase RMP(TM) technology from the Limited Partners (a) in
shares of the Company's common stock, the Company's shareholders would be
substantially diluted or (b) in cash, the Company's capital resources would be
significantly depleted; and (viii) difficulties or set-backs in obtaining and
enforcing Alkermes' patents and difficulties with the patent rights of others
could occur.


                                      (8)
<PAGE>   9




RESULTS OF OPERATIONS

The Company's research and development revenue under collaborative arrangements
for the three and six months ended September 30, 1997 was $7,330,623 and
$12,112,466 compared to $3,437,956 and $5,914,865 for the corresponding periods
of the prior year. The increase in such revenue for the three and six months
ended September 30, 1997 as compared to the corresponding periods of the prior
year was mainly a result of the increased funding earned under collaborative
agreements related to the Company's ProLease, Medisorb and RMP-7 technologies.
There has been no research and development revenue under collaborative
arrangement with related party since the quarter ended June 30, 1996. At that
time, the development funding under the product development agreement with
Clinical Partners was completed.

Interest income for the three and six months ended September 30, 1997 was
$1,102,563 and $2,252,117 compared to $644,232 and $1,171,960 for the
corresponding periods of the prior year. The increase in such revenue for the
three and six months ended September 30, 1997 as compared to the corresponding
periods of the prior year was primarily a result of the interest income earned
on $49.7 million in net proceeds from the sale of 2,000,000 shares of the
Company's common stock to ALZA Corporation ("ALZA") in March 1997.

The Company's total operating expenses were $9,392,740 and $19,351,869 for the
three and six months ended September 30, 1997 as compared to $8,871,572 and
$18,235,513 for the three and six months ended September 30, 1996. Research and
development expenses for the three and six months ended September 30, 1997 were
$7,094,597 and $14,702,524 compared to $6,942,545 and $13,555,944 for the
corresponding periods of the prior year. The increase in research and
development expenses for the three and six months ended September 30, 1997 as
compared to the three and six months ended September 30, 1996 was mainly the
result of an increase in salary and related benefits and other costs associated
with an increase in personnel as the Company advances its product candidates
through development and clinical trials and prepares for process development and
commercial scale manufacturing.

General and administrative expenses for the three and six months ended September
30, 1997 were $1,885,643 and $3,799,663 compared to $1,626,487 and $4,069,618
for the corresponding periods of the prior year. The increase in the three
months ended September 30, 1997 as compared to the three months ended September
30, 1996 was mainly the result of increased patent legal costs and consulting
costs. The decrease in the six months ended September 30, 1997 as compared to
the six months ended September 30, 1996 was mainly the result of non-cash
charges related to the write-down of the Company's investment in Clinical
Partners which was recorded in the three months ended June 30, 1996. The
decrease was partially offset by an increase in salary and related benefits,
patent legal costs and consulting costs incurred during the six months ended
September 30, 1997.

The Company does not believe that inflation and changing prices have had a
material impact on its results of operations.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents and short-term investments were approximately $75.7
million at September 30, 1997 as compared to $85.3 million at March 31, 1997.
The primary use of cash and investments was to finance the Company's operations.
Cash used in operating activities was approximately $7.9 million and $10.6
million for the six months ended September 30, 1997 and 1996. In addition to
cash, cash equivalents and U.S. Government obligations, the Company now invests
in corporate notes and commercial paper which totaled approximately $17.5
million at September 30, 1997.


                                      (9)
<PAGE>   10

Capital expenditures were approximately $2.5 million in the six months ended
September 30, 1997, principally reflecting equipment purchases and construction
in progress for the expansion of the Wilmington, Ohio facility and for
preconstruction costs relating to the new ProLease manufacturing facility in
Cambridge, Massachusetts (see below).

The Company's research and development costs to date have been financed
primarily by sales of equity securities and funding from research and
development collaborative arrangements. The Company expects to incur significant
research and development and other costs, including costs related to preclinical
studies, clinical trials and facilities expansion. Therefore, the Company
expects that its costs, including research and development costs for all of its
product candidates, will exceed revenues significantly for the next several
years, which will result in continuing losses from operations.

Since the research and development revenue from Clinical Partners ended during
the quarter ended June 30, 1996, Alkermes has been using its own resources to
continue to develop RMP-7. The Company is required to fund the development of
RMP-7 to maintain its option to purchase the Limited Partners' interests in
Clinical Partners. Effective September 30, 1997, the Company entered into an
agreement with ALZA relating to the development and commercialization of RMP-7.
ALZA made a $10 million upfront payment to Alkermes to fund clinical
development, of which $8 million has been recorded as deferred revenue at
September 30, 1997. In return, ALZA will have the option to acquire exclusive
worldwide commercialization rights to RMP-7. If ALZA exercises its option, ALZA
will make additional payments to cover costs associated with advanced clinical
development. If RMP-7 is commercialized successfully by ALZA, ALZA will pay the
Company certain milestone payments. Alkermes would be responsible for the
manufacturing of RMP-7, and the two companies would share approximately equally
in profits from sales of the product.

The Company expects to begin construction of a new commercial scale ProLease
manufacturing facility in Cambridge during fiscal 1998. The Company began an
expansion of its Medisorb manufacturing facility in Wilmington during the
quarter ended September 30, 1997. The total cost for both facilities is expected
to be approximately $15 to $20 million. The Company's capital expenditures for
equipment, facilities and building improvements have been financed to date
primarily with proceeds from bank loans and the sales of equity securities. The
Company will continue to pursue opportunities to obtain additional financing in
the future. Such financing may be sought through various sources, including
equity offerings, bank borrowings, lease arrangements relating to fixed assets
or other financing methods. The source, timing and availability of any
financings will depend on market conditions, interest rates and other factors.

The Company's future capital requirements will depend on many factors, including
continued scientific progress in its research and development programs, the
magnitude of these programs, progress with preclinical testing and clinical
trials, the time and costs involved in obtaining regulatory approvals, the costs
involved in filing, prosecuting and enforcing patent claims, competing
technological and market developments, the establishment of additional
collaborative arrangements, the cost of manufacturing facilities and of
commercialization activities and arrangements and the cost of product
in-licensing and any possible acquisitions.

The Company will need to raise substantial additional funds for longer-term
product development, regulatory approvals and manufacturing or marketing
activities that it might undertake in the future. There can be no assurance that
additional funds will be available on favorable terms, if at all. If adequate
funds are not available, the Company may be required to curtail significantly
one or more of its research and development programs and/or obtain funds through
arrangements with collaborative partners or others that may require the Company
to relinquish rights to certain of its technologies, product candidates or
future products.


                                      (10)
<PAGE>   11


PART II.  OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits: 

               Number                        Exhibit
               ------                        -------

               3.1(a)    Second Amended and Restated Articles of Incorporation,
                         as filed with the Pennsylvania Secretary of State on
                         July 23, 1991 (Incorporated by reference to Exhibit
                         4.1(a) to the Company's Report on Form 10-Q for the
                         quarter ended June 30, 1991).

               3.1(b)    Statement of Change of Registered Office, as filed with
                         the Pennsylvania Secretary of State on July 23, 1991
                         (Incorporated by reference to Exhibit 4.1(b) to the
                         Company's Report on Form 10-Q for the quarter ended
                         June 30, 1991).

               3.1(c)    Amendment to the Second Amended and Restated Articles
                         of Incorporation, as filed with the Pennsylvania
                         Secretary of State on November 1, 1991. (Incorporated
                         by reference to Exhibit 4.1(c) to the Company's Report
                         on Form 10-Q for the quarter ended September 30, 1991).

               3.1(d)    Amendment to the Second Amended and Restated Articles
                         of Incorporation, as filed with the Pennsylvania
                         Secretary of State on February 12, 1993. (Incorporated
                         by reference to Exhibit 4.1(d) to the Company's Report
                         on Form 10-Q for the quarter ended December 31, 1992).

               3.2       Amended and Restated By-Laws of Alkermes, Inc.,
                         effective as of July 1, 1994. (Incorporated by
                         reference to Exhibit 4.2 to the Company's Report on
                         Form 10-Q for the quarter ended June 30, 1994).

               4.1       Specimen of Common Stock Certificate of Alkermes, Inc.
                         (Incorporated by reference to Exhibit 4 to the
                         Company's Registration Statement on Form S-1, as
                         amended (File No. 33-40250)).

               4.2       Form of 1992 Warrant to purchase 2,800 shares of the
                         Company's Common Stock. (Incorporated by reference to
                         Exhibit 4.2 to the Company's Report on Form 10-K for
                         the fiscal year ended March 31, 1992).

               4.3       Form of 1995 Warrant to purchase 300 shares of the
                         Company's Common Stock. (Incorporated by reference to
                         Exhibit 4.3 to the Company's Report on Form 10-K for
                         the fiscal year ended March 31, 1992).


                                      (11)
<PAGE>   12

               Number                                  Exhibit
               ------                                  -------


               4.4       Form of Global Warrant Certificate for 1994 Class A
                         Warrants. (Incorporated by reference to Exhibit 4.6 to
                         the Company's Report on Form 10-Q for the quarter ended
                         December 31, 1994).

               4.5       Form of Global Warrant Certificate for 1994 Class B
                         Warrants. (Incorporated by reference to Exhibit 4.7 to
                         the Company's Report on Form 10-Q for the quarter ended
                         December 31, 1994).

               4.6       Form of Global Warrant Certificate for 1994 Affiliate
                         Warrants. (Incorporated by reference to Exhibit 4.8 to
                         the Company's Report on Form 10-Q for the quarter ended
                         December 31, 1994).

               4.7       Form of Global Warrant Certificate for 1994 Incentive
                         Warrants. (Incorporated by reference to Exhibit 4.9 to
                         the Company's Report on Form 10-Q for the quarter ended
                         December 31, 1994).

               4.8       Warrant Agreement, dated as of November 18, 1994, by
                         and between the Company and The First National Bank of
                         Boston. (Incorporated by reference to Exhibit 4.10 to
                         the Company's Report on Form 10-Q for the quarter ended
                         December 31, 1994).

               11        Statement regarding computation of per share loss.

               27        Financial Data Schedule.

(b)  The Registrant filed a report on Form 8-K dated September 30, 1997 under
     Item 5 on October 24, 1997.


                                      (12)
<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.



                                        ALKERMES, INC.
                                        (Registrant)



Date:  November 12, 1997                By:  /s/  Richard F. Pops
                                             -----------------------------------
                                             Richard F. Pops
                                             Chief Executive Officer and
                                              Director
                                              (Principal Executive Officer)


Date:  November 12, 1997                By:  /s/  Michael J. Landine
                                             -----------------------------------
                                             Michael J. Landine
                                             Senior Vice President, Chief
                                              Financial Officer and Treasurer
                                              (Principal Financial and
                                              Accounting Officer)



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<PAGE>   14

                                  EXHIBIT INDEX


               Exhibit
               Number    Description
               ------    -----------

               3.1(a)    Second Amended and Restated Articles of Incorporation,
                         as filed with the Pennsylvania Secretary of State on
                         July 23, 1991 (Incorporated by reference to Exhibit
                         4.1(a) to the Company's Report on Form 10-Q for the
                         quarter ended June 30, 1991).

               3.1(b)    Statement of Change of Registered Office, as filed with
                         the Pennsylvania Secretary of State on July 23, 1991
                         (Incorporated by reference to Exhibit 4.1(b) to the
                         Company's Report on Form 10-Q for the quarter ended
                         June 30, 1991).

               3.1(c)    Amendment to the Second Amended and Restated Articles
                         of Incorporation, as filed with the Pennsylvania
                         Secretary of State on November 1, 1991. (Incorporated
                         by reference to Exhibit 4.1(c) to the Company's Report
                         on Form 10-Q for the quarter ended September 30, 1991).

               3.1(d)    Amendment to the Second Amended and Restated Articles
                         of Incorporation, as filed with the Pennsylvania
                         Secretary of State on February 12, 1993. (Incorporated
                         by reference to Exhibit 4.1(d) to the Company's Report
                         on Form 10-Q for the quarter ended December 31, 1992).

               3.2       Amended and Restated By-Laws of Alkermes, Inc.,
                         effective as of July 1, 1994. (Incorporated by
                         reference to Exhibit 4.2 to the Company's Report on
                         Form 10-Q for the quarter ended June 30, 1994).

               4.1       Specimen of Common Stock Certificate of Alkermes, Inc.
                         (Incorporated by reference to Exhibit 4 to the
                         Company's Registration Statement on Form S-1, as
                         amended (File No. 33-40250)).

               4.2       Form of 1992 Warrant to purchase 2,800 shares of the
                         Company's Common Stock. (Incorporated by reference to
                         Exhibit 4.2 to the Company's Report on Form 10-K for
                         the fiscal year ended March 31, 1992).

               4.3       Form of 1995 Warrant to purchase 300 shares of the
                         Company's Common Stock. (Incorporated by reference to
                         Exhibit 4.3 to the Company's Report on Form 10-K for
                         the fiscal year ended March 31, 1992).


                                      (14)
<PAGE>   15

               Exhibit
               Number    Description
               ------    -----------


               4.4       Form of Global Warrant Certificate for 1994 Class A
                         Warrants. (Incorporated by reference to Exhibit 4.6 to
                         the Company's Report on Form 10-Q for the quarter ended
                         December 31, 1994).

               4.5       Form of Global Warrant Certificate for 1994 Class B
                         Warrants. (Incorporated by reference to Exhibit 4.7 to
                         the Company's Report on Form 10-Q for the quarter ended
                         December 31, 1994).

               4.6       Form of Global Warrant Certificate for 1994 Affiliate
                         Warrants. (Incorporated by reference to Exhibit 4.8 to
                         the Company's Report on Form 10-Q for the quarter ended
                         December 31, 1994).

               4.7       Form of Global Warrant Certificate for 1994 Incentive
                         Warrants. (Incorporated by reference to Exhibit 4.9 to
                         the Company's Report on Form 10-Q for the quarter ended
                         December 31, 1994).

               4.8       Warrant Agreement, dated as of November 18, 1994, by
                         and between the Company and The First National Bank of
                         Boston. (Incorporated by reference to Exhibit 4.10 to
                         the Company's Report on Form 10-Q for the quarter ended
                         December 31, 1994).

               11        Statement regarding computation of per share loss.

               27        Financial Data Schedule.


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