UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

   
                                    FORM 10-K/A
                                  Amendment No. 1
    

(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 1996 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 0-27410

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

          Delaware                                      56-1924222
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                       Identification No.)

P.O. Box 14287
3200 East Highway 54
Cape Fear Building, Suite 300
Research Triangle Park , North Carolina                     27709
   (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:  919-558-8688

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock ($.001
par value per share)

         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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         The aggregate market value of the voting stock held by non-affiliates
of the registrant based upon the closing price of the Common Stock on December
17, 1996, on the NASDAQ National Market System was approximately $55,059,000 as
of such date. Shares of Common Stock held by each executive officer and director
and by each person who owns 10% or more of the outstanding Common Stock have
been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status may not be conclusive for other purposes.

         As of December 17, 1996, the registrant had outstanding 6,740,603
shares of Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Company's Proxy Statement for the 1997 Annual Meeting
of Stockholders are incorporated herein by reference into Part III.

                                        1


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                                     PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

         (a)      The following Financial Statements, Financial Statement
                  Schedules and Exhibits are filed as part of this report or
                  incorporated herein by reference:


                  (1)      Financial Statements.

   
                           See Index to Consolidated Financial Statements on
                           page F-1 of the Company's Annual Report on Form 10-K
                           for the year ended September 30, 1996, as originally
                           filed on December 20, 1996 (the "Form 10-K").
    

                  (2)      Financial Statement Schedules.

                               All financial statement schedules for which
                           provision is made in Regulation S-X are omitted
                           because they are not required under the related
                           instructions, are inapplicable, or the required
                           information is given in the financial statements,
                           including the notes thereto and, therefore, have been
                           omitted.

                  (3)      Exhibits.

                           Exhibit No.                        Description

<TABLE>
               <S>                          <C>                                                  
                           3.1(a)           Certificate of Incorporation, as currently in effect.
                           3.2(a)           Bylaws, as currently in effect.
                           4.1(a)           Form of Common Stock certificate
                           10.1(a)          Form of Intercardia, Inc. Investors' Rights Agreement.
                           10.2(a)          Letter of Understanding between Cardiovascular
                                            Pharmacology Engineering and Consultants, Inc. and the
                                            VA Cooperative Studies Program, dated
                                            March 18, 1994; related Memorandum of Agreement for 
                                            Conduct of the Trial "Beta-Blocker Evaluation of
                                            Survival Trial"; and related Agreement No. 1 Y01HC 
                                            402004-00, dated September 8, 1994, as amended.
                           10.3(a)*         Agreement between Bristol-Myers Squibb Company and
                                            Cardiovascular Pharmacology Engineering and
                                            Consultants, Inc., dated December 6, 1991, as amended.
                           10.4(a)*         License Agreement between Duke University and Aeolus
                                            Pharmaceuticals, Inc., dated July 21, 1995.
                           10.5(a)          Consulting Agreement between Myocor, Inc. and
                                            Intercardia, Inc., dated October 1, 1994.
                           10.6(a)          Employment Agreement between Clayton I. Duncan and
                                            Intercardia, Inc., dated January 3, 1995, as amended.
                           10.7(a)          Acquisition Agreement relating to the acquisition by
                                            Intercardia, Inc. of 80% of CPEC, dated May 13, 1994,
                                            as amended.
                           10.8             Intercardia, Inc. 1994 Stock Option Plan, as amended.
                           10.9(a)          Office Lease between Highwoods/Forsyth Limited
                                            Partnership and Intercardia,Inc.,
                                            dated April 24, 1995.
                           10.10(a)         Master Equipment Lease between Phoenix Leasing Incorporated
                                            and Intercardia, Inc., dated June 12 1995, and related 
                                            Sublease and Acknowledgement of Assignment to
                                            Aeolus Pharmaceuticals, Inc.
                           10.11(a)*        Development and Marketing Collaboration and License
                                            Agreement between Astra Merck Inc., Intercardia, Inc.
                                            and CPEC, Inc., dated December 4, 1995.
                           10.12(b)         Intercardia, Inc. 1995 Employee Stock Purchase Plan.
                           10.13(a)         Employment Agreement between David P. Ward, M.D. and
                                            Intercardia, Inc., dated November 1, 1995.
                           10.14(a)         Employment Agreement between Richard W. Reichow and
                                            Intercardia, Inc., dated November 1, 1995.



   
    



<PAGE>



                           10.15(a)         Intercompany Services Agreement between Interneuron
                                            Pharmaceuticals, Inc. and Intercardia, Inc., dated
                                            December 4, 1995.
                           10.16(a)         Tax Allocation Agreement between Interneuron
                                            Pharmaceuticals, Inc. and Intercardia, Inc., dated
                                            December 4, 1995.
                           10.17(a)         Letter regarding Intercardia's right of first refusal
                                            with respect to CPEC stock, dated January 18, 1996.
                           10.18(b)         Development Agreement between Global Pharm, Inc.,
                                            Intercardia, Inc. and CPEC, Inc., dated January 26,
                                            1996.
                           10.19(b)         Lease Amendment Number One, dated March 6, 1996, to
                                            Office Lease between Highwoods/Forsyth Limited
                                            Partnership and Intercardia, Inc.
                           10.20(c)*        Agreement for Feasibility Study, Amendment Number One
                                            thereto, and related License Agreement, each dated
                                            April 15, 1996, among Jago Pharma AG, Jagotec AG,
                                            Intercardia, Inc. and CPEC, Inc.
                           10.21*           Agreement among Intercardia, Inc., CPEC, Inc. and
                                            Knoll AG dated December 19, 1996.
   
                           11.1(d)          Statement Re Computation of Earnings Per Share.
                           23.1(d)          Consents of Coopers & Lybrand L.L.P.
                           27.1(d)          Financial Data Schedule.
    
</TABLE>

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*        Confidential treatment requested.
(a)      Incorporated by reference to the similarly numbered Exhibit to the 
         Registrant's
         Registration Statement on Form S-1 (File No. 333-08209).
(b)      Incorporated by reference to the similarly numbered Exhibit to the
         Registrant's Quarterly Report on Form 10-Q for the quarter ended
         December 31, 1995.
(c)      Incorporated by reference to the similarly numbered Exhibit to the
         Registrant's Quarterly Report on Form 10-Q for the quarter ended March
         31, 1996.
   
(d)      Incorporated by reference to the similarly numbered Exhibit to the 
         Form 10-K.
    

   
    

<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A 
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly 
authorized.

                                      INTERCARDIA, INC.

Date:  March 6, 1997                By:  /s/RICHARD W. REICHOW
                                           ---------------------
                                           Senior Vice President, Chief 
                                           Financial Officer and Treasurer


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