SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 10-Q
(Mark One)

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

     For the quarterly period ended March 31, 1997.


                                       OR

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

     For the transition period from                to
                                   ----------------  -------------------

                         Commission file number: 0-27718


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

           Delaware                                        13-3549286
-------------------------------                        -------------------
(State or other jurisdiction of                         (I.R.S. Employer 
 incorporation or organization)                        Identification No.)

                  102 Witmer Road, Horsham, Pennsylvania      19044
                 -----------------------------------------------------
                 (Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code      (215) 441-5890
                                                   ----------------------------

     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: 9,495,290 shares of common
stock, $.01 par value, were outstanding as of April 30, 1997.


<PAGE>


                            NEOSE TECHNOLOGIES, INC.
                          (a development-stage company)

                                     INDEX


<TABLE>
<CAPTION>

                                                                                       Page
                                                                                       ----
<S>            <C>                                                                    <C>
PART I. FINANCIAL INFORMATION:

        Item 1. Financial Statements

                Balance Sheets (unaudited) at December 31, 1996 and March 31, 1997......  3

                Statements of Operations (unaudited) for the three months ended
                March 31, 1996 and 1997, and from the period of inception
                through March 31, 1997..................................................  4

                Statements of Cash Flows (unaudited) for the three months ended
                March 31, 1996 and 1997, and from the period of inception
                through March 31, 1997..................................................  5
 
                Notes to Unaudited Financial Statements.................................  7


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


PART II. OTHER INFORMATION:

        Item 1. Legal Proceedings....................................................... 14

        Item 2. Changes in Securities................................................... 14

        Item 3. Defaults Upon Senior Securities......................................... 14

        Item 4. Submission of Matters to a Vote of Security Holders..................... 14

        Item 5. Other Information....................................................... 14

        Item 6. Exhibits and Reports on Form 8-K........................................ 14


SIGNATURES.............................................................................. 16
</TABLE>


                                       2
<PAGE>

PART I. FINANCIAL INFORMATION

  Item 1. Financial Statements


                            NEOSE TECHNOLOGIES, INC.
                         (a development-stage company)
                                 BALANCE SHEETS
                                  (unaudited)

<TABLE>
<CAPTION>
ASSETS                                          December 31, 1996      March 31, 1997
                                                -----------------      --------------
<S>                                              <C>                   <C>
CURRENT ASSETS:
  Cash and cash equivalents                       $ 32,845,025          $ 51,378,170
  Restricted funds                                      73,828             3,091,474
  Prepaid expenses and other                           210,122               482,098
                                                  ------------          ------------
       Total current assets                         33,128,975            54,951,742
PROPERTY AND EQUIPMENT, net                          3,973,619            10,187,973
OTHER ASSETS                                            15,049                 3,400
                                                  ------------          ------------
                                                  $ 37,117,643          $ 65,143,115
                                                  ============          ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Current portion of long-term debt              $    678,122          $    577,168        
   Accounts payable                                    217,283               441,998
   Accrued compensation                                264,440               103,000
   Other accrued expenses                              161,130               144,637
   Deferred revenue                                     41,667               229,167
                                                  ------------          ------------
      Total current liabilities                      1,362,642             1,495,970
OTHER LIABILITIES                                       78,806                  --
LONG-TERM DEBT                                         556,405             9,837,090
STOCKHOLDERS' EQUITY:
  Preferred stock, $.01 par value;
    5,000,000 shares authorized; none
    issued                                                --                    --
  Common stock, $.01 par value; 30,000,000
     shares authorized; 8,214,624 and
     9,495,290 shares issued and outstanding            82,146                94,953
  Additional paid-in capital                        60,830,513            81,313,952
  Deferred compensation                               (269,925)             (247,431)
  Deficit accumulated during the development
     stage                                         (25,522,944)          (27,351,419
                                                  ------------          ------------
        Total stockholders' equity                $ 35,119,790          $ 53,810,055
                                                  ------------          ------------
                                                  $ 37,117,643          $ 65,143,115
                                                  ============          ============
</TABLE>



        The accompanying notes are an integral part of these statements.


                                       3
<PAGE>

                            NEOSE TECHNOLOGIES, INC.
                         (a development-stage company)
                            STATEMENTS OF OPERATIONS
                                  (unaudited)
<TABLE>
<CAPTION>
                                                   Three Months Ended              Period
                                                        March 31,               From Inception
                                              -------------------------------   (January 17, 1989)
                                                  1996               1997        to March 1997
                                              ------------      -------------  ------------------
<S>                                           <C>               <C>               <C>
REVENUES FROM COLLABORATIVE
   AGREEMENTS:                                $    337,500      $     312,500      $   5,542,213

OPERATING EXPENSES:
    Research and development                     1,649,635          1,768,895         24,747,453
    General and administrative                     560,528            913,411         10,107,097
                                              ------------      -------------      -------------
        Total operating expenses                 2,210,163          2,682,306         34,854,550
                                              ------------      -------------      -------------
        Operating loss                          (1,872,663)        (2,369,806)       (29,312,337)
                                              ------------      -------------      -------------
INTEREST INCOME                                    298,476            584,402          3,130,332

INTEREST EXPENSE                                   (72,358)           (43,071)         1,169,414
                                              ------------      -------------      -------------
NET LOSS                                      $ (1,646,545)     $  (1,828,475)     $ (27,351,419)
                                              ============      =============      =============


PRO FORMA NET LOSS PER SHARE                  $      (0.24)     $       (0.20)
                                              ============      =============
WEIGHTED AVERAGE NUMBER OF
   SHARES OUTSTANDING                            6,808,000          9,092,000
                                              ============      =============
</TABLE>







        The accompanying notes are an integral part of these statements

                                       4
<PAGE>


                            NEOSE TECHNOLOGIES, INC.
                         (a development-stage company)
                            STATEMENTS OF CASH FLOWS
                                  (unaudited)

<TABLE>
<CAPTION>

                                                            Three Months
                                                            Ended March 31,          Period from Inception
                                                    -------------------------------    (January 17, 1989) 
                                                         1996              1997         to March 31, 1997
                                                    -------------     -------------    -------------------       
<S>                                                 <C>               <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                         $ (1,646,545)     $ (1,828,475)       $ (27,351,419) 
   Adjustments to reconcile net loss to cash
     used in operating activities--
     Depreciation and amortization                       153,712           191,467            2,130,265
     Common stock issued for non-cash
      charges                                                --              --                  34,961          
     Changes in operating assets and liabilities- 
        Restricted funds                                  37,070        (3,017,646)          (3,091,474)
        Prepaid expenses and other                      (241,410)         (271,976)            (482,098)     
        Other assets                                         --             11,649               (3,400)                 
        Accounts payable                                 164,634           224,715              441,998                       
        Accrued compensation                            (103,318)         (161,440)             147,473                
        Other accrued expenses                           (24,463)          (16,493)             144,637
        Deferred revenue                                 187,500           187,500              229,167                 
        Other liabilities                                  3,973           (78,806)                --
                                                    ------------      ------------        -------------   
        Net cash used in operating activities         (1,468,847)       (4,759,505)         (27,799,890)
                                                    ------------      ------------        -------------   
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property and equipment                (241,227)       (6,383,327)         (11,343,415)   
     Proceeds from sale-leaseback of equipment              --                --              1,382,027
                                                    ------------      ------------        -------------   
        Net cash used in investing activities           (241,227)       (6,383,327)          (9,961,388)
                                                    ------------      ------------        -------------   
</TABLE>





                                  (Continued)

                                       5

<PAGE>


                            NEOSE TECHNOLOGIES, INC.
                         (a development-stage company)
                            STATEMENTS OF CASH FLOWS
                                  (unaudited)
                                  (continued)

<TABLE>
<CAPTION>
                                                            Three Months
                                                            Ended March 31,          Period from Inception
                                                    -------------------------------    (January 17, 1989) 
                                                         1996              1997         to March 31, 1997
                                                    -------------     -------------    -------------------       
<S>                                                 <C>               <C>              <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from the issuance of notes              $     --           $     --           $   1,225,000       
   Repayment of notes payable                             --                 --                (565,250)
   Proceeds from issuance of short-term debt              --                 --                 290,000 
   Repayment of short-term debt                           --                 --                (290,000)       
   Proceeds from issuance of long-term debt               --             9,400,000           10,510,869       
   Repayment of long-term debt                          (180,672)         (220,268)          (1,983,087)     
   Proceeds from issuance of preferred stock, net         --                 --              29,497,297     
   Proceeds from issuance of common stock, net            --                87,041              467,706
   Proceeds from public offering, net                 29,536,164        20,339,013           49,466,174
   Proceeds from exercise of warrants                     --                 --                 333,920  
   Proceeds from exercise of stock options               104,998            70,191              295,221 
   Dividends paid                                        (18,000)            --                 (72,000)       
   Issuance costs resulting from conversion of
      notes to common stock                               --                 --                 (36,402)
                                                    ------------       -----------        -------------                    
      Net cash provided by financing activities       29,442,490        29,675,977           89,139,448
                                                    ------------       -----------        -------------   
NET INCREASE IN CASH AND CASH EQUIVALENTS             27,732,416        18,533,145           51,378,170
CASH AND CASH EQUIVALENTS, BEGINNING
   OF PERIOD                                          11,189,001        32,845,025               --
                                                    ------------       -----------        -------------   
CASH AND CASH EQUIVALENTS, END OF PERIOD            $ 38,921,417       $51,378,170        $  51,378,170
                                                    ============       ===========        =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest                            $     74,595       $    45,768        $   1,095,479
                                                    ============       ===========        =============
  Non-cash financing activities--         
     Issuance of common stock for dividends         $     --           $     --           $      90,000
                                                    ============       ===========        =============
     Issuance of common stock to employees
         in lieu of cash compensation               $     --           $     --           $      44,473
                                                    ============       ===========        =============
</TABLE>



        The accompanying notes are an integral part of these statements

                                       6

<PAGE>

                            NEOSE TECHNOLOGIES, INC.
                         (a development-stage company)
                    NOTES TO UNAUDITED FINANCIAL STATEMENTS


1.      Basis of Presentation

The unaudited financial statements at March 31, 1997, for the three
months ended March 31, 1996 and 1997, and for the period from inception (January
17, 1989) to March 31, 1997, contained herein have been prepared in accordance
with generally accepted accounting principles for interim financial information.
They do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In
management's opinion, the unaudited information includes all adjustments
(consisting of normal recurring adjustments) necessary for a fair presentation
of the financial position, results of operations and cash flows for the periods
presented. The results of operations for the interim periods shown in this
report are not necessarily indicative of results expected for the full year. The
financial statements should be read in conjunction with the financial statements
and notes for the year ended December 31, 1996, included in Neose Technologies,
Inc. ("Neose" or the "Company") Form 10-K and the Company's 1996 Annual Report.

2.      Sale of Common Stock

        On January 29, 1997, the Company sold 1,250,000 shares of Common Stock
in a public offering at a price of $17.50 per share (the "Follow-on Offering").
The net proceeds to the Company after the payment of placement fees and offering
expenses were approximately $20,339,000.

        The Company's initial public offering of Common Stock (the "Offering")
closed on February 22, 1996. The company offered and sold 2,250,000 shares of
Common Stock at a public offering price of $12.50 per share. The net proceeds to
the Company from the Offering were approximately $25,204,000. Pursuant to the
underwriters' over-allotment option, an additional 337,500 shares of Common
Stock were offered and sold by the Company on March 4, 1996, resulting in
additional net proceeds to the Company of approximately $3,923,000.

3.      Acquisition of Facility and Issuance of Long-term Debt

        On March 20, 1997, the Company purchased its previously leased facility
for a total of approximately $3.8 million.

        In connection with the purchase of its facility and its planned GMP
manufacturing expansion, on March 20, 1997, the Company issued, through the
Montgomery County (Pennsylvania) Industrial Development Authority, the aggregate
amount of $9.4 million of taxable and tax-exempt bonds. The bonds are supported
by a AA-rated letter of credit, and a reimbursement agreement between the

                                       7

<PAGE>

Company's bank and the letter of credit issuer. The interest rate on the bonds
will vary weekly, depending on market rates for AA-rated taxable and tax-exempt
obligations, respectively. To provide credit support for this arrangement, the
Company has given a first mortgage on the land, building, improvements, and
certain machinery and equipment to its bank. In addition, the Company has agreed
to certain covenants for the maintenance of minimum cash and short-term
investment balances, and for minimum working capital requirements.

4.      Net Loss Per Share

        For the three months ended March 31, 1996, pro forma net loss per share
was computed using the weighted-average number of common shares outstanding
during the period, and includes all Convertible Preferred Stock which converted
into shares of Common Stock immediately prior to the closing of the Offering as
if they were converted into Common Stock on their original dates of issuance.
For the three months ended March 31, 1997, net loss per share was computed using
the weighted-average number of common shares outstanding during the period.
Common stock equivalents were excluded for all periods presented because they
are antidilutive.

5.      New Accounting Pronouncements

        Statement of Financial Accounting Standards No. 128 ("SFAS 128"),
"Earnings per Share," which supersedes APB Opinion No. 15, "Earnings per Share,"
was issued in February 1997. SFAS 128 requires dual presentation of basic and
diluted earnings per share ("EPS") for complex capital structures on the face of
the income statement. Basic EPS is computed by dividing income by the
weighted-average number of common shares outstanding for the period. Diluted EPS
reflects the potential dilution from the exercise or conversion of securities
into common stock, such as stock options. SFAS 128 is required to be adopted for
year-end 1997; earlier application is not permitted. The Company does not expect
the basic or diluted EPS measured under SFAS 128 to be materially different than
its primary or fully-diluted EPS measured under APB No. 15.

        Statement of Financial Accounting Standards No. 129, "Disclosure of
Information about Capital Structure," was issued in February 1997. The Company
does not expect it to result in any substantive change in its disclosure.

                                       8
<PAGE>


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

        The following discussion of the financial condition and results of
operations of the Company contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. These
forward-looking statements include statements regarding the Company's future
plans, events, or performance. Such statements are based on management's current
expectations and are subject to a number of uncertainties and risks that could
cause actual results to differ materially from those described in the
forward-looking statements. Factors that may cause such a difference include,
but are not limited to, the early stage of development of the Company's
products, technological uncertainties, dependence on collaborative partners, the
need for regulatory approval and effects of government regulation, and
dependence on patents and trade secrets, as well as those described under
"Business--Factors Affecting the Company's Business, Operating Results and
Financial Condition" in Part I of the Company's 1996 Annual Report on Form 10-K.

        The Management's Discussion and Analysis of Financial Condition and
Results of Operations for the three months ended March 31, 1997, and as of March
31, 1997, should be read in conjunction with the Management's Discussion and
Analysis of Financial Condition and Results of Operations for the year ended
December 31, 1996, included in the Company's Form 10-K and the Company's 1996
Annual Report.

Overview

        Neose, a development-stage company, commenced operations in 1990, and
has devoted substantially all of its resources to the development of its
enzymatic carbohydrate synthesis technology and to the discovery and development
of complex carbohydrates for a variety of applications, including nutritional
additives and pharmaceuticals. The Company anticipates that its primary sources
of revenue for the next several years will be payments under its strategic
alliance with Abbott Laboratories ("Abbott") and other collaborative
arrangements, license fees, payments from future strategic alliances and
collaborative arrangements, if any, and interest income. Payments under
strategic alliances and collaborative arrangements will be subject to
significant fluctuation in both timing and amount. Therefore, the Company's
results of operations for any period may not be comparable to the results of
operations for any other period.

        In December 1992, the Company entered into its strategic alliance with
Abbott for the development of breast milk oligosaccharides as nutritional
additives. The Company has received approximately $11.2 million in contract
payments, license fees, milestone payments, and equity investments in connection
with its strategic alliance with Abbott.

        The Company has not generated any revenues from operations, except for
interest income and revenues from strategic alliances. The Company has incurred
losses since its inception and, as of March 31, 1997, had a deficit accumulated
during the development 

                                       9

<PAGE>

stage of approximately $27.4 million. The Company anticipates incurring
additional losses over at least the next several years. Such losses may
fluctuate significantly from quarter to quarter and are expected to increase as
the Company expands its research and development programs, including preclinical
studies and clinical studies for its pharmaceutical product candidates under
development, and as the Company expands its manufacturing capabilities.

Results of Operations

        Revenues

        Revenues from collaborative agreements for the three months ended March
31, 1997, were $312,500, compared to $337,500 for the corresponding period in
1996. The decrease for the comparable three month period was due to
non-recurring revenues received during the 1996 period.

        Operating Expenses

        Research and development expenses for the three months ended March 31,
1997, were $1,768,895, compared to $1,649,635 for the corresponding period in
1996. The increase was primarily attributable to the hiring of additional
scientific personnel, increased purchases of laboratory supplies and services,
increased clinical trial expenditures for NE-0080, and increased funding of
external research.

        General and administrative expenses for the three months ended March 31,
1997, were $913,411, compared to $560,528 for the corresponding period in 1996.
The increase was primarily attributable to increased patent and business
development expenses, and expenses associated with being public company.

        Interest Income and Expense

        Interest income for the three months ended March 31, 1997, was $584,402,
compared to $298,476 for the corresponding period in 1996. The increase was
primarily attributable to higher average cash balances during the 1997 period
resulting from the closing of the Company's Follow-on Offering in January 1997.

        Interest expense for the three months ended March 31, 1997, was $43,071,
compared to $72,358 for the corresponding period in 1996. The decrease was due
to lower average loan balances during the three months ended March 31, 1997, as
compared to the corresponding period in 1996.


                                       10
<PAGE>


        Net Loss

        The Company incurred a net loss of $1,828,475, or $0.20 per share, for
the three months ended March 31, 1997, compared to a net loss of $1,646,545, or
$0.24 per share, for the corresponding period in 1996. The decrease in the net
loss per share for the three months ended March 31, 1997 was primarily
attributable to an increase in the shares used in computing net loss per share
subsequent to the issuance of Common Stock in the Follow-on Offering in January
1997, which offset the increased actual loss for the 1997 period.

Liquidity and Capital Resources

        From inception through March 31, 1997, the Company has incurred a
cumulative net loss of approximately $27.4 million, and has financed its
operations through private and public offerings of its securities and revenues
from its strategic alliances. The Company had $51.4 million in cash and cash
equivalents at March 31, 1997, compared to $32.8 million at December 31, 1996.
This increase is primarily attributable to the receipt of net proceeds from the
Follow-on Offering in January 1997. In January 1997, the Company sold 1,250,000
shares of Common Stock to the public at a price per share of $17.50. The Company
received proceeds of approximately $20.3 million after deducting placement fees
and offering expenses.

        The Company and Abbott, have entered into collaborative agreements to
develop breast milk oligosaccharides as additives to infant formula and other
nutritional products. Under this strategic alliance, the Company has received
approximately $11.2 million in contract payments, license fees, milestone
payments, and equity investments. In addition, Abbott is required to make an
additional payment of $5 million to Neose within 60 days of the first commercial
sale, if any, of infant formula containing the Company's nutritional additive.
Abbott may (i) at any time prior to the first commercial sale, if any, of infant
formula containing the Company's nutritional additive, elect to make its license
agreement non-exclusive, in which event the license fees payable by Abbott after
commercialization would be reduced by 50%, and Abbott's obligations to make
contract and milestone payments, including the $5 million milestone payment,
would be terminated, or (ii) elect to terminate the license agreement and return
the licensed technology to Neose upon 60 days' notice, in which event it would
have no further funding obligation to the Company, including no obligation to
make the $5 million milestone payment. In addition, under the terms of the
Abbott agreement, if Abbott fails to make appropriate regulatory filings with
the FDA for the addition of Neose's oligosaccharide to infant formula prior to
December 1, 1997, Neose, at its option, may elect to convert the license of
Neose technology to a non-exclusive license to Abbott, in which event the
license fees payable by Abbott after commercialization would be reduced by 50%,
and Abbott's obligations to make contract and milestone payments, including the
$5 million milestone payment, would be terminated.

                                       11

<PAGE>


        On March 20, 1997, the Company purchased its previously leased facility
for a total of approximately $3.8 million. In addition, the Company expects to
incur a total of approximately $7.5 million of capital expenditures, which began
in the fourth quarter of 1996, to expand GMP manufacturing capabilities for
NE-0080, and to establish GMP manufacturing capabilities for NE-1530 and
NE-0501. In each case, the Company believes that the planned GMP capacity will
be adequate to complete clinical trials for the respective compounds. In
addition, the Company believes that the planned expansion will give it capacity
to manufacture under GMP conditions certain amounts of these and other
carbohydrates for third parties.

        In connection with the purchase of its facility and the planned GMP
manufacturing expansion, on March 20, 1997, the Company issued, through the
Montgomery County (Pennsylvania) Industrial Development Authority, the aggregate
amount of $9.4 million of taxable and tax-exempt bonds. The bonds are supported
by a AA-rated letter of credit, and a reimbursement agreement between the
Company's bank and the letter of credit issuer. The interest rate on the bonds
will vary weekly, depending on market rates for AA-rated taxable and tax-exempt
obligations, respectively. The initial effective, blended interest rate at
issuance was 6.7% per annum, including letter-of-credit and other fees. To
provide credit support for this arrangement, the Company has given a first
mortgage on the land, building, improvements, and certain machinery and
equipment to its bank. In addition, the Company has agreed to certain covenants
for the maintenance of minimum cash and short-term investment balances, and for
minimum working capital requirements.

        During the three months ended March 31, 1997, the Company purchased
approximately $241,000 of capital equipment and items previously characterized
as leasehold improvements.

        The Company also has obligations to certain of its employees under
employment agreements.

        The Company has incurred negative cash flows from operations since its
inception, and has expended, and expects to continue to expend in the future,
substantial funds to continue its research and development programs. The Company
expects that its existing capital resources will be adequate to fund its capital
requirements through 1999. No assurance can be given that there will be no
change that would consume available resources significantly before such time.
The Company's future capital requirements and the adequacy of available funds
will depend on many factors, including progress in its research and development
activities, including its pharmaceutical discovery and development programs, the
magnitude and scope of these activities, progress with preclinical studies and
clinical trials, the costs involved in preparing, filing, prosecuting,
maintaining, and enforcing patent claims and other intellectual property rights,
competing technological and market developments, changes in existing
collaborative research relationships and strategic alliances, the ability of the
Company to establish additional collaborative arrangements for product
development, the cost of manufacturing scale-up, and developing effective
marketing activities and arrangements.

                                       12

<PAGE>

        To the extent that funds generated from the Company's operations,
together with its existing capital resources, and the interest earned thereon,
are insufficient to meet current or planned operating requirements, it is likely
that the Company will seek to obtain additional funds through equity or debt
financings, collaborative or other arrangements with corporate partners and
others, and from other sources. The terms and prices of any such financings may
be significantly more favorable than those obtained by present stockholders of
the Company, which could have the effect of diluting or adversely affecting the
holdings or the rights of existing stockholders of the Company. The Company does
not currently have any committed sources of additional financing. There can be
no assurance that additional financing will be available when needed, if at all,
or on terms acceptable to the Company.

        If adequate additional funds are not available, for these purposes or
otherwise, the Company's business, financial condition, and results of
operations will be materially and adversely affected. In such circumstances, the
Company may be required to delay, scale back, or eliminate certain of its
research and product development activities or certain other aspects of its
business or attempt to obtain funds through collaborative arrangements that may
require the Company to relinquish some or all of its rights to certain of its
intellectual property, product candidates, or products.


                                       13

<PAGE>

PART  II.       OTHER INFORMATION

Item 1. Legal Proceedings.  None


Item 2. Changes in Securities.  None


Item 3. Defaults Upon Senior Securities.  None


Item 4. Submission of Matters to a Vote of Security Holders.  None


Item 5. Other Information.  None


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

        A.   Exhibits.  The following is a list of exhibits filed as part of
             this Quarterly Report on Form 10-Q:

             2.1     Agreement for Purchase and Sale of Real Property,
                     dated March 14, 1997, by and between the Registrant and
                     Pennsylvania Business Campus Delaware, Inc.

             4.1     Representation of the Registrant pursuant to Item
                     601(b)(4)(iii)(A) of Regulation S-K.

             4.2     Trust Indenture, dated as of March 1, 1997, between
                     Montgomery County Industrial Development Authority and
                     Dauphin Deposit Bank and Trust Company.

             4.3     Form of Montgomery County Industrial Development Authority
                     Federally Taxable Variable Rate Demand Revenue Bond (Neose
                     Technologies, Inc. Project) Series B of 1997.

            10.1     Loan Agreement, dated as of March 1, 1997, between the
                     Registrant and Montgomery County Industrial Development
                     Authority.

            10.2     Participation and Reimbursement Agreement, dated as of
                     March 1, 1997, between Jefferson Bank and CoreStates Bank,
                     N.A.

            10.3     Form of CoreStates Bank, N.A. Irrevocable Letter of Credit.


                                       14

<PAGE>

            10.4     Pledge, Security and Indemnification Agreement, dated as of
                     March 1, 1997, by and among the Registrant, CoreStates
                     Bank, N.A. and Jefferson Bank.

            10.5     Reimbursement Agreement, dated as of March 1, 1997, between
                     the Registrant and Jefferson Bank.

            10.6     Specimen of Note from Registrant to Jefferson Bank.

            10.7    Mortgage, Assignment and Security Agreement, dated
                     March 20, 1997, between the Registrant and Jefferson Bank.

            10.8    Security Agreement, dated as of March 1, 1997, by and
                     between the Registrant and Jefferson Bank.

            10.9    Assignment of Contract, dated as of March 20, 1997,
                     between the Registrant and Jefferson Bank.

            10.10    Custodial and Collateral Security Agreement, dated as of
                     March 20, 1997, by and among the Registrant, Offitbank and
                     Jefferson Bank.

            10.11    Placement Agreement, dated March 20, 1997, among the 
                     Registrant, Montgomery County Industrial Development
                     Authority and CoreStates Capital Markets.

            10.12    Remarketing Agreement, dated as of March 1, 1997, between
                     the Registrant and CoreStates Capital Markets

            10.13    Amended and Restated 1995 Stock Option/Stock Issuance Plan.

            27       Financial Data Schedule.


          B.    Reports on Form 8-K.   None




                                       15
<PAGE>

                                   SIGNATURES


                Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.




                                          NEOSE TECHNOLOGIES, INC.



Date: May 14, 1997                     By: /s/  P. Sherrill Neff
                                           ------------------------------------
                                           P. Sherrill Neff
                                           President and Chief Financial Officer

                                       16

<PAGE>



                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number       Description
-------      -----------
<S>          <C>

2.1          Agreement for Purchase and Sale of Real Property, dated March
             14, 1997, by and between the Registrant and Pennsylvania
             Business Campus Delaware, Inc.

4.1          Representation of the Registrant pursuant to Item 601(b)(4)(iii)(A) of
             Regulation S-K.

4.2          Trust Indenture, dated as of March 1, 1997, between Montgomery County
             Industrial Development Authority and Dauphin Deposit Bank and Trust
             Company.

4.3          Form of Montgomery County Industrial Development Authority Federally
             Taxable Variable Rate Demand Revenue Bond (Neose Technologies, Inc.
             Project) Series B of 1997.

10.1         Loan Agreement, dated as of March 1, 1997, between the
             Registrant and Montgomery County Industrial Development
             Authority.

10.2         Participation and Reimbursement Agreement, dated as of March 1, 1997,
             between Jefferson Bank and CoreStates Bank, N.A.

10.3         Form of CoreStates Bank, N.A. Irrevocable Letter of Credit.

10.4         Pledge, Security and Indemnification Agreement, dated as of March 1, 1997, by
             and among the Registrant, CoreStates Bank, N.A. and Jefferson Bank.

10.5         Reimbursement Agreement, dated as of March 1, 1997, between the Registrant
             and Jefferson Bank.

10.6         Specimen of Note from Registrant to Jefferson Bank.

10.7         Mortgage, Assignment and Security Agreement, dated March 20, 1997, between
             the Registrant and Jefferson Bank.

10.8         Security Agreement, dated as of March 1, 1997, by and between the Registrant
             and Jefferson Bank.

10.9         Assignment of Contract, dated as of March 20, 1997, between the Registrant
             and Jefferson Bank.

10.10        Custodial and Collateral Security Agreement, dated as of March 20, 1997, by
             and among the Registrant, Offitbank and Jefferson Bank.

10.11        Placement Agreement, dated March 20, 1997, among the Registrant,
             Montgomery County Industrial Development Authority and CoreStates Capital
             Markets.

10.12        Remarketing Agreement, dated as of March 1, 1997, between the Registrant and
             CoreStates Capital Markets.

10.13        Amended and Restated 1995 Stock Option/Stock Issuance Plan.

27           Financial Data Schedule.
</TABLE>