<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, 1996

        [ ]  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 8, 1996
             -----                     -----------------------------------------
Common Stock, par value $.01                        18,471,827



<PAGE>   2


                         ALKERMES, INC. AND SUBSIDIARIES


                                      INDEX
                                      -----


                                                                       Page No.
                                                                       --------

PART I - FINANCIAL INFORMATION

          Item 1.    Consolidated Financial Statements

                     Consolidated Balance Sheets                           3
                     - September 30, 1996 and March 31, 1996

                     Consolidated Statements of Operations                 4
                     - Three months ended September 30, 1996 and 1995
                       Six months ended September 30, 1996 and 1995

                     Consolidated Statement of Shareholders' Equity        5
                     - Six months ended September 30, 1996

                     Consolidated Statements of Cash Flows                 6
                     - Six months ended September 30, 1996 and 1995

                     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                                                                14

EXHIBIT INDEX                                                             15


                                      (2)

<PAGE>   3


ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS:


<TABLE>
                                  ALKERMES, INC. AND SUBSIDIARIES

                                     CONSOLIDATED BALANCE SHEETS
                                             (Unaudited)
<CAPTION>


                                                                                                                  
                                                                     September 30,        March 31,
                                                                         1996              1996
                                                                     ------------      -------------

<S>                                                                  <C>               <C>          
                               ASSETS
Current Assets:
     Cash and cash equivalents                                       $   4,666,212     $     445,150
     Short-term investments                                             43,528,307        31,929,214
     Prepaid expenses and other current assets                           3,304,047         1,957,477
                                                                     -------------     -------------
        Total current assets                                            51,498,566        34,331,841
                                                                     -------------     -------------
Property, Plant and Equipment:
     Land                                                                  225,000           225,000
     Building                                                            1,275,000         1,275,000
     Furniture, fixtures and equipment                                  10,688,835         9,864,501
     Leasehold improvements                                              2,159,765         2,008,193
     Construction in progress                                                 --             147,326
                                                                     -------------     -------------
                                                                        14,348,600        13,520,020
        Less accumulated depreciation and amortization                  (6,150,332)       (5,097,882)
                                                                     -------------     -------------
                                                                         8,198,268         8,422,138
                                                                     -------------     -------------
Investments                                                              1,380,833         1,372,789
                                                                     -------------     -------------
Other Assets                                                               657,733           747,377
                                                                     -------------     -------------
Other Investments                                                          451,155           877,928
                                                                     -------------     -------------
                                                                     $  62,186,555     $  45,752,073
                                                                     =============     =============


                  LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
     Accounts payable and accrued expenses                           $   2,444,141     $   3,522,178
     Long-term obligations--current portion                              3,926,696         2,925,756
                                                                     -------------     -------------
        Total current liabilities                                        6,370,837         6,447,934
                                                                     -------------     -------------
Long-Term Obligations                                                   12,415,499         9,876,347
                                                                     -------------     -------------
Other Long-Term Liabilities                                              1,173,260           915,241
                                                                     -------------     -------------
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 18,448,011 shares at
       September 30, 1996 and 15,966,942 shares at March 31, 1996          184,480           159,669
     Additional paid-in capital                                        147,945,624       124,239,023
     Receivable for warrants and deferred compensation                    (196,448)         (317,682)
     Cumulative foreign currency translation adjustments                   (16,717)          (24,354)
     Unrealized gain on marketable securities                               90,000           502,500
     Accumulated deficit                                              (110,779,980)     (101,046,605)
                                                                     -------------     -------------
        Total shareholders' equity                                      37,226,959        23,512,551
                                                                     -------------     -------------
                                                                     $  62,186,555     $  45,752,073
                                                                     =============     =============
</TABLE>



See notes to consolidated financial statements.


                                      (3)
<PAGE>   4


                         ALKERMES, INC. AND SUBSIDIARIES
<TABLE>

                                             CONSOLIDATED STATEMENTS OF OPERATIONS
                                                          (Unaudited)
<CAPTION>




                                                     Three Months     Three Months      Six Months      Six Months
                                                        Ended            Ended            Ended            Ended
                                                     September 30,    September 30,    September 30,   September 30,
                                                        1996             1995              1996             1995
                                                     ------------     -------------    -------------   -------------

<S>                                                  <C>              <C>              <C>              <C>        
Revenues:
   Research and development revenue under
     collaborative arrangements                      $ 3,437,956      $   552,482      $ 5,914,865      $ 1,398,099
   Research and development revenue under
     collaborative arrangement with related party           --          2,605,244        1,415,313        5,218,753
   Interest income                                       644,232          371,985        1,171,960          744,015
                                                     -----------      -----------      -----------      -----------
                                                       4,082,188        3,529,711        8,502,138        7,360,867
                                                     -----------      -----------      -----------      -----------

Expenses:
   Research and development                            6,942,545        5,037,279       13,555,944       10,039,422
   General and administrative                          1,626,487        1,203,330        4,069,618        2,295,912
   Interest expense                                      302,540          249,296          609,951          454,867
                                                     -----------      -----------      -----------      -----------
                                                       8,871,572        6,489,905       18,235,513       12,790,201
                                                     -----------      -----------      -----------      -----------

Net loss                                             $(4,789,384)     $(2,960,194)     $(9,733,375)     $(5,429,334)
                                                     ===========      ===========      ===========      =========== 

Net loss per weighted average number of common
  shares                                             $     (0.26)     $     (0.22)     $     (0.54)     $     (0.40)
                                                     ===========      ===========      ===========      =========== 

Weighted average number of common shares
  outstanding                                         18,416,041       13,726,702       17,873,780       13,650,851
                                                     ===========      ===========      ===========      =========== 
</TABLE>



See notes to consolidated financial statements.


                                      (4)

<PAGE>   5


                         ALKERMES, INC. AND SUBSIDIARIES

<TABLE>
                                  CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                                   (Unaudited)
<CAPTION>

                                                                                                       Receivable  
                                                              Common Stock          Additional        for Warrants 
                                                              ------------            Paid-in         and Deferred 
                                                           Shares      Amount         Capital         Compensation 
                                                           ------      ------         -------         ------------ 


<S>                                                     <C>           <C>           <C>                 <C>        
Balance, April 1, 1996                                  15,966,942    $159,669      $124,239,023        ($317,682) 

Issuance of common stock 4/96 through 6/96,                                                                        
   net of issuance costs of $65,000                      2,398,204      23,982        23,346,771               --  

Amortization of receivable for warrants                         --          --                --           34,687  

Amortization of compensation relating to grant                                                                     
   of stock options and awards made                             --          --                --           43,274  

Unrealized loss on marketable securities                        --          --                --               --  

Cumulative foreign currency translation adjustments             --          --                --               --  

Net loss for period                                             --          --                --               --  
                                                        ----------------------------------------------------------
Balance, June 30, 1996                                  18,365,146     183,651       147,585,794         (239,721) 
                                                                                                                   
Issuance of common stock 7/96 through 9/96                  82,865         829           359,830               --  

Amortization of compensation relating to grant                                                                     
   of stock options and awards made                             --          --                --           43,273  

Unrealized loss on marketable securities                        --          --                --               --  

Cumulative foreign currency translation adjustments             --          --                --               --  

Net loss for period                                             --          --                --               --  
                                                        ----------------------------------------------------------
Balance, September 30, 1996                             18,448,011    $184,480      $147,945,624        ($196,448) 
                                                        ==========================================================

<CAPTION>


                                                           Cumulative       Unrealized
                                                        Foreign Currency    Gain (Loss)
                                                           Translation     on Marketable     Accumulated
                                                           Adjustments      Securities         Deficit           Total
                                                           -----------      ----------         -------           -----

<S>                                                         <C>              <C>         <C>                 <C>        
Balance, April 1, 1996                                      $(24,354)        $502,500    $(101,046,605)      $23,512,551

Issuance of common stock 4/96 through 6/96,
   net of issuance costs of $65,000                               --               --               --        23,370,753

Amortization of receivable for warrants                           --               --               --            34,687

Amortization of compensation relating to grant
   of stock options and awards made                               --               --               --            43,274

Unrealized loss on marketable securities                          --         (206,250)              --          (206,250)

Cumulative foreign currency translation adjustments            7,134               --               --             7,134

Net loss for period                                               --               --       (4,943,991)       (4,943,991)
                                                            -------------------------------------------------------------
Balance, June 30, 1996                                       (17,220)         296,250     (105,990,596)       41,818,158

Issuance of common stock 7/96 through 9/96                        --               --               --           360,659

Amortization of compensation relating to grant
   of stock options and awards made                               --               --               --            43,273

Unrealized loss on marketable securities                          --         (206,250)              --          (206,250)

Cumulative foreign currency translation adjustments              503               --               --               503

Net loss for period                                               --               --       (4,789,384)       (4,789,384)
                                                            -------------------------------------------------------------
Balance, September 30, 1996                                 $(16,717)         $90,000    $(110,779,980)      $37,226,959
                                                            =============================================================

</TABLE>



See notes to consolidated financial statements.



                                      (5)

<PAGE>   6


                         ALKERMES, INC. AND SUBSIDIARIES
<TABLE>

                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (Unaudited)
<CAPTION>
                                                                         Six Months      Six Months
                                                                            Ended           Ended
                                                                        September 30,    September 30,
                                                                            1996             1995
                                                                        -------------    -------------

<S>                                                                      <C>              <C>          
Cash flows from operating activities:
  Net loss                                                               $( 9,733,375)    $( 5,429,334)
  Adjustments to reconcile net loss to net cash used by
     operating activities:
     Depreciation and amortization                                          1,136,331          820,820
     Amortization of amounts receivable for warrants and compensation
      relating to grant of stock options and awards made                      121,234          281,423
     Adjustments to other investments                                          14,273           59,995
     Changes in assets and liabilities:
       Prepaid expenses and other current assets                           (1,347,434)         238,674
       Accounts payable and accrued expenses                               (1,074,230)         156,201
       Deferred revenue from Alkermes Clinical Partners, L.P.                    --         (1,210,000)
       Other long-term liabilities                                            258,019           30,806
       Deferred revenue                                                          --          5,000,000
                                                                         ------------     ------------ 
         Net cash used by operating activities                            (10,625,182)         (51,415)
                                                                         ------------     ------------ 

Cash flows from investing activities:
  Additions to property, plant and equipment, net                            (839,059)      (1,130,347)
  Purchases of short-term investments, net                                (11,599,093)     (17,691,625)
  (Purchases) sales of investments, net                                        (8,044)       2,989,188
  Investment in Alkermes Clinical Partners, L.P.                                 --           (113,463)
  Other assets                                                                 10,500           40,500
  Repayment of loan to Alkermes Clinical Partners, L.P.                          --          4,735,000
                                                                         ------------     ------------ 
         Net cash used by investing activities                            (12,435,696)     (11,170,747)
                                                                         ------------     ------------ 

Cash flows from financing activities:
  Proceeds from issuance of common stock, net                              23,731,412       12,912,568
  Proceeds from issuance of long-term debt                                  5,000,000             --
  Payment of long-term obligations                                         (1,458,497)      (1,341,790)
                                                                         ------------     ------------ 
         Net cash provided by financing activities                         27,272,915       11,570,778
                                                                         ------------     ------------ 


Effect of exchange rate changes on cash                                         9,025           (4,398)
                                                                         ------------     ------------ 

Net increase in cash and cash equivalents                                   4,221,062          344,218
Cash and cash equivalents, beginning of period                                445,150        1,086,627
                                                                         ------------     ------------ 
Cash and cash equivalents, end of period                                 $  4,666,212     $  1,430,845
                                                                         ============     ============

Supplementary information:
  Interest paid                                                          $    334,172     $    257,446
                                                                         ============     ============
</TABLE>



See notes to consolidated financial statements.


                                      (6)
<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, 1996 and 1995, 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, 1996,
which includes consolidated financial statements and notes thereto for the years
ended March 31, 1996, 1995 and 1994. 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, 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 PRONOUNCEMENTS
    -----------------------------

In March 1995, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed of" which requires
the Company to review for impairment of long-lived assets, certain identifiable
intangibles and goodwill related to those assets whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. In certain situations, an impairment loss would be recognized. The
Company adopted SFAS No. 121 in the quarter ended June 30, 1996. The adoption
did not have a material effect on the Company's consolidated financial position,
results of operations or cash flows.

In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation" which is effective in fiscal 1997 for the Company. The Company
intends to continue to account for its stock-based transactions with employees
in accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" and will include the pro forma disclosures required
by SFAS No. 123 at March 31, 1997. The adoption of SFAS No. 123 did not have a
material impact on the Company's consolidated financial position, results of
operations or cash flows.

3.  LONG-TERM DEBT
    --------------

In September 1996, the Company amended its loan with an existing bank and
increased the principal amount of the loan by $5,000,000, securing the existing
and the additional principal amounts with the building and the real property
pursuant to a mortgage and certain of the Company's equipment pursuant to a
security agreement. The additional principal amount of the loan is payable over
five years in equal monthly installments of $83,333, which commenced November
1, 1996 and bears interest at the fixed rate of 8.54% per annum. The financial
covenants and the cash collateral remained the same under the terms of the
amended loan agreement.


                                      (7)
<PAGE>   8


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

INTRODUCTION

Alkermes is developing sophisticated products based on innovative drug delivery
technologies. 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, 1996, the Company
had an accumulated deficit of approximately $111 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 whose operations commenced in April 1992. Funding from Clinical
Partners ended as of June 30, 1996. 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 RMP-7[Trademark], ProLease[Registered Trademark] or
Medisorb[Registered Trademark]; (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[Trademark] technology and
RMP-7 could occur, or the Company could fail to purchase this technology from
Clinical Partners, or, if the Company did purchase RMP technology from Clinical
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 substantially depleted; and (viii) difficulties or set-backs in
obtaining and enforcing Alkermes' patents and with the patent rights of others
could occur.


                                      (8)
<PAGE>   9



RESULTS OF OPERATIONS

The Company's research and development revenue under collaborative arrangement
with related party for the three and six months ended September 30, 1996 was
zero and $1,415,313 compared to $2,605,244 and $5,218,753 for the corresponding
periods of the prior year. This revenue was received from Clinical Partners
under a product development agreement for RMP-7 entered into in March 1992. The
decrease in such revenue for the three and six months ended September 30, 1996
as compared to the corresponding periods of the prior year was a result of the
completion of the funding pursuant to the product development agreement during
the quarter ended June 30, 1996. Alkermes intends to use its own resources to
develop RMP-7. The Company's research and development revenue under
collaborative arrangements for the three and six months ended September 30, 1996
was $3,437,956 and $5,914,865 compared to $552,482 and $1,398,099 for the
corresponding periods of the prior year. The increase in such revenue for the
three and six months ended September 30, 1996 as compared to the corresponding
periods of the prior year was mainly a result of the funding received under new
or expanded collaborative agreements related to the Company's ProLease and
Medisorb technologies.

Interest income for the three and six months ended September 30, 1996 was
$644,232 and $1,171,960 compared to $371,985 and $744,015 for the corresponding
periods of the prior year. The increase in such revenue for the three and six
months ended September 30, 1996 as compared to the corresponding periods of the
prior year was primarily a result of the investment of the net proceeds of
approximately $22.9 million received upon the consummation of a public offering
of the Company's common stock in May 1996.

The Company's total operating expenses were $8,871,572 and $18,235,513 for the
three and six months ended September 30, 1996 as compared to $6,489,905 and
$12,790,201 for the three and six months ended September 30, 1995. Research and
development expenses for the three and six months ended September 30, 1996 were
$6,942,545 and $13,555,944 compared to $5,037,279 and $10,039,422 for the
corresponding periods of the prior year. The increase in research and
development expenses for the three and six months ended September 30, 1996 as
compared to the three and six months ended September 30, 1995 was mainly the
result of salary and related benefits and other operating costs associated with
the acquisition of the Medisorb technology and certain related assets in March
1996. During the three and six months ended September 30, 1996, there was also
an increase in purchases of lab supplies and clinical expenses related primarily
to the Company's RMP-7, ProLease and Medisorb programs, partially offset by a
reduction in the preclinical costs of the Company's RMP-7 program which were
completed during the prior year.

General and administrative expenses for the three and six months ended September
30, 1996 were $1,626,487 and $4,069,618 compared to $1,203,330 and $2,295,912
for the corresponding periods of the prior year. The increase in the three and
six months ended September 30, 1996 as compared to the three and six months
ended September 30, 1995 was mainly the result of salary and related benefits
and other operating costs associated with the acquisition of the Medisorb
technology and certain related assets in March 1996 as well as an increase in
patent legal costs. In addition, there were non-cash charges related to the
write-down of the Company's investment in Clinical Partners in the three months
ended June 30, 1996.

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


                                      (9)
<PAGE>   10



LIQUIDITY AND CAPITAL RESOURCES

At September 30, 1996, the Company had current assets totaling $51,498,566,
primarily consisting of $4,666,212 in cash and cash equivalents and $43,528,307
in Government obligations having a maturity of less than one year; and current
liabilities of $6,370,837. The Company's short-term investment objectives are,
first, to assure conservation of principal, and second, to obtain investment
income. As a result, the Company invests primarily in high grade government or
government-backed securities.

In September 1996, the Company amended its loan with an existing bank and
increased the principal amount of the loan by $5,000,000, securing the existing
and the additional principal amounts with the building and the real property
pursuant to a mortgage and certain of the Company's equipment pursuant to a
security agreement.

In May 1996, the Company completed a public offering of 2,300,000 shares of its
common stock at $10 per share. Net proceeds to the Company were approximately
$22.9 million.

The Company's research and development costs to date have been financed
primarily by sales of equity securities and 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. The research and development revenue
from Clinical Partners ended during the quarter ended June 30, 1996. Such
funding was not sufficient to complete clinical trials and seek regulatory
approval of RMP-7. As a result, Alkermes intends to use its own resources to
develop RMP-7, but may be forced to seek alternative sources of funding,
including additional collaborators. Therefore, the Company expects that its
research and development and other costs will exceed revenues significantly for
the next several years, which will result in continuing losses from operations.
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

<TABLE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits:
<CAPTION>
                       Number                     Exhibit
                       ------                     -------

                       <S>      <C>
                       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).
</TABLE>



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<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).

        10.1      Allonge to Note, dated as of September 27, 1996, executed by
                  Fleet National Bank, Alkermes Controlled Therapeutics, Inc.
                  and the Registrant.

        10.2      Allonge to Note, dated as of September 27, 1996, executed by
                  Fleet National Bank, Alkermes Controlled Therapeutics, Inc.
                  and the Registrant.

        10.3      Letter Agreement, dated September 27, 1996, by and among
                  Fleet National Bank, Alkermes Controlled Therapeutics, Inc.,
                  Alkermes Controlled Therapeutics Inc. II and the  Registrant.*

        10.4      Security Agreement, dated as of September 27, 1996, from the
                  Registrant, Alkermes Controlled Therapeutics, Inc. and
                  Alkermes Controlled Therapeutics Inc. II to Fleet National
                  Bank.

        10.5      Pledge Agreement, dated as of September 27, 1996, from the
                  Registrant to Fleet National Bank.

        10.6      Mortgage and Security Agreement, dated as of September 27,
                  1996, from Alkermes Controlled Therapeutics Inc. II to Fleet
                  National Bank.



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<PAGE>   13


           Number                     Exhibit
           ------                     -------
           10.7     Environmental Indemnity Agreement, dated as of September 27,
                    1996, from the Registrant and Alkermes Controlled
                    Therapeutics Inc. II to Fleet National Bank.

           10.8     Promissory Note, dated September 27, 1996, from the
                    Registrant and Alkermes Controlled Therapeutics Inc. II to
                    Fleet National Bank.

           11       Statement regarding computation of per share loss.

           27       Financial Data Schedule.

*    Confidential status has been requested for certain portions thereof. Such
     provisions have been filed separately with the Commission.

(b)  The Registrant has filed no Reports on Form 8-K during the quarter ended
     September 30, 1996.


                                      (13)

<PAGE>   14


                                   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 14, 1996                     By: /s/ Richard F. Pops
                                               ----------------------
                                                Richard F. Pops
                                                Chief Executive Officer
                                                  (Principal Executive Officer)


Date:  November 14, 1996                     By: /s/ Michael J. Landine
                                               ---------------------------------
                                                Michael J. Landine
                                                Senior Vice President, Chief
                                                 Financial Officer and Treasurer
                                                 (Principal Financial and
                                                   Accounting Officer)




                                      (14)
<PAGE>   15


                                  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).


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<PAGE>   16



     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).

     10.1      Allonge to Note, dated as of September 27, 1996, executed by
               Fleet National Bank, Alkermes Controlled Therapeutics, Inc. and
               the Registrant.

     10.2      Allonge to Note, dated as of September 27, 1996, executed by
               Fleet National Bank, Alkermes Controlled Therapeutics, Inc. and
               the Registrant.

     10.3      Letter Agreement, dated September 27, 1996, by and among Fleet
               National Bank, Alkermes Controlled Therapeutics, Inc., Alkermes
               Controlled Therapeutics Inc. II and the Registrant. *

     10.4      Security Agreement, dated as of September 27, 1996, from the
               Registrant, Alkermes Controlled Therapeutics, Inc. and Alkermes
               Controlled Therapeutics Inc. II to Fleet National Bank.

     10.5      Pledge Agreement, dated as of September 27, 1996, from the
               Registrant to Fleet National Bank.

     10.6      Mortgage and Security Agreement, dated as of September 27, 1996,
               from Alkermes Controlled Therapeutics Inc. II to Fleet National
               Bank.


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<PAGE>   17



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

     10.7      Environmental Indemnity Agreement, dated as of September 27,
               1996, from the Registrant and Alkermes Controlled Therapeutics
               Inc. II to Fleet National Bank.

     10.8      Promissory Note, dated September 27, 1996, from the Registrant
               and Alkermes Controlled Therapeutics Inc. II to Fleet National 
               Bank.
     
     11        Statement regarding computation of per share loss.

     27        Financial Data Schedule.

*    Confidential status has been requested for certain portions thereof. Such
     provisions have been filed separately with the Commission.


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