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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO
      ___________

                               COMMISSION FILE NO.
                                   011 - 12221

                        ALGOS PHARMACEUTICAL CORPORATION
             (Exact name of registrant as specified in its charter)

DELAWARE                                                 22-3142274
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

COLLINGWOOD PLAZA, 4900 ROUTE 33, NEPTUNE NJ       07753-6804
(Address of principal executive offices)           (ZIP Code)

Registrant's telephone number, including area code:(908) 938-5959

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

Securities registered pursuant to Section 12(g)
of the Act:                                        Common Stock, $0.01 par value


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 [ 'ch' ] 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. [  ]

The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $165 million, based on the last sales price of the
Common Stock as of February 28, 1977.

As of February 28, 1997 15,789,451 shares of Common Stock, $0.01 par value, of
the registrant were issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

See Part III hereof with respect to incorporation by reference from the
registrant's definitive proxy statement to be filed pursuant to Regulation 14A
under the Securities Exchange Act of 1934.




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                                     PART I

Item 1.  BUSINESS

COMPANY OVERVIEW

        Algos Pharmaceutical Corporation ("Algos" or the "Company") is
developing a new generation of proprietary pain management products which
combine existing analgesic or anesthetic drugs with N-methyl-D-Aspartate
("NMDA") antagonist drugs that have been approved for human use in other
applications. Independent research and the Company's pre-clinical studies and
clinical trials conducted to date have shown that the Company's products may
significantly improve pain relief over currently available analgesics, including
narcotic drugs such as morphine, hydrocodone and oxycodone and non-narcotic
analgesics such as acetaminophen (e.g., Tylenol'r'), ibuprofen (e.g., Advil'r')
and etodolac (Lodine'r') . In addition, the Company is using its NMDA antagonist
technology to develop: (i) extended duration local anesthetics for surgery; (ii)
an intranasal treatment of migraine; (iii) treatments for opiate and cocaine
addiction; and (iv) an urge incontinence treatment.

        The Company believes that its analgesic and anesthetic products have the
potential for more rapid market introduction than many other new drugs because
(i) the Company's products combine existing drugs whose separate safety profiles
are known and established and (ii) clinical trials for new analgesics and
anesthetics historically have achieved statistically significant results with
fewer patients than may be required for many other drugs. The Company currently
anticipates that it will file its first New Drug Application ("NDA") with the
United States Food and Drug Administration ("FDA") in the latter part of 1997.

        The Company's products that have reached Phase II or Phase III clinical
trials or are scheduled for Phase II or Phase III clinical trials in 1997 are:

   (i)  Narcotic analgesic/NMDA antagonist combination products: MorphiDex'tm',
        expected to be used primarily to treat cancer and AIDS pain, HydrocoDex
        Plus'tm', expected to be used primarily to treat moderate to moderately
        severe post-operative pain, trauma pain, and chronic pain conditions and
        OxycoDex'tm', expected to be used primarily to treat moderate to
        moderately severe pain including arthritis flare-up pain;

  (ii)  Over-The-Counter ("OTC") analgesic/NMDA antagonist combination products
        licensed to McNeil Consumer Products Company including a combination
        product of an NMDA antagonist with acetaminophen, the largest selling
        OTC analgesic, and a combination product of an NMDA antagonist with an
        OTC non-steroidal anti-inflammatory drug ("NSAID");

 (iii)  An Etodolac/NMDA antagonist combination product intended to treat
        arthritis pain;

  (iv)  An Injectable local anesthetic/NMDA combination product intended to
        provide greater anesthetic effect with longer and more controlled
        duration for use in dental procedures and in-patient and out-patient
        surgeries;

   (v)  LidoDex NS'tm', an intranasal combination of lidocaine and an NMDA
        antagonist for the treatment of migraine headache developed in
        collaboration with Interneuron Pharmaceuticals, Inc.;

  (vi)  Products intended as treatments for opiate addiction which the
        Company expects to develop in collaboration with the National
        Institute on Drug Abuse ("NIDA"), National Institutes of Health ("NIH");
        and

 (vii)  An NMDA antagonist intended as a treatment for urge urinary
        incontinence.

NARCOTIC ANALGESICS:

    Narcotic analgesic drugs remain the most common and useful treatment for
moderate to severe pain in both acute and chronic conditions. These drugs
consist of naturally occurring opiates (e.g., morphine), opiate derivatives
(e.g., codeine, hydrocodone, oxycodone) and synthetic opiates (e.g., methadone).

    Drawbacks to these drugs include unwanted side effects such as mental
clouding, respiratory depression, nausea and constipation and the development of
rapid tolerance and physical dependence. Tolerance refers to the condition under
which a drug dose that was initially effective in producing analgesia becomes
less effective with repeated administrations. Therefore, to alleviate the same
level of pain, the drug dose has to be increased over time. Increasing the drug
dose may, however, produce an increase in unwanted side effects and may also
increase the potential for drug dependence.



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    Pre-clinical studies of the Company's narcotic analgesic/NMDA antagonist
combination products and pivotal Phase II double-blinded, placebo-controlled
clinical trials of MorphiDex'tm' indicate superior first-dose analgesic effects
as compared to equivalent dosage levels of the narcotic analgesic alone.
Pre-clinical studies also indicate greater efficacy with the Company's
narcotic/NMDA antagonist combinations with repeated administrations over time,
when the narcotic analgesic administered alone became less effective.

MorphiDex'tm'

    MorphiDex'tm', the Company's most developmentally-advanced product, is a
patented morphine and dextromethorphan combination designed to treat moderate to
severe pain, primarily cancer and AIDS pain.

    The Company's research and development activities to date with respect to
MorphiDex'tm' include:

   (i)  pre-clinical pharmacology studies which indicate that morphine tolerance
        may be significantly reduced by co-administration with an NMDA
        antagonist;

   (ii) two completed 28-day toxicity studies in rats and dogs which indicate
        that MorphiDex'tm' is safe at multiples of the projected clinical doses.

  (iii) one completed, double-blind Phase I/II clinical trial to assess safety
        and abuse liability which indicates no significant decrease in product
        safety and possible lower abuse potential over morphine;

  (iv)  one completed, double-blind Phase I/II clinical trial in chronic pain
        patients which confirmed a combination of morphine or morphine
        equivalents together with an NMDA antagonist, at projected therapeutic
        dose levels, was as safe as morphine and that such a combination may
        provide superior pain relief over morphine;

   (v)  two completed pivotal Phase II clinical efficacy trials in oral surgery
        patients which indicate statistically significant superior pain relief
        of MorphiDex'tm' over morphine alone (second pivotal Phase II clinical
        trial completed in February, 1997).

Additional Phase III clinical trials are underway which, together with completed
Phase I/II and Pivotal Phase II clinical trials, are anticipated by the Company
to lead to an NDA filing in 1997.

HydrocoDex Plus'tm'

    Hydrocodone is a narcotic primarily used to treat moderate to moderately
severe post-operative, musculoskeletal and trauma-related pain. The
analgesic products containing hydrocodone that are sold commercially in the U.S.
are combination products containing acetaminophen. Current products include
Lorcet'r' and Vicodin'r'.

    HydrocoDex Plus'tm' is a hydrocodone, acetaminophen and dextromethorphan
combination product. The Company's initial research indicates that HydrocoDex
Plus'tm' may be able to offer the same analgesic pain relief with lower dosages
of the narcotic component compared to the hydrocodone/acetaminophen
combinations. The combination of a narcotic analgesic with an NMDA antagonist
appears to extend analgesic duration negating the need for sustained release.
Thus, HydrocoDex Plus'tm' offers the potential to provide the first
sustained-duration analgesic in the hydrocodone/acetaminophen market.

    Multiple Phase II and Phase III studies are scheduled in 1997.



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OxycoDex'tm'

    Oxycodone is an opiate narcotic that, in combination with acetaminophen or
aspirin, forms the basis for a group of products which are used for the
treatment of moderate to moderately severe pain. Current products include
Percocet'r' and Tylox'r'.

    OxycoDex'tm' is a combination of oxycodone, aspirin and dextromethorphan. A
Phase II trial of OxycoDex'tm' is underway with the National Institute of Dental
Research ("NIDR"). The Company plans to initiate its own Phase II trials in
1997.

    It is anticipated that OxycoDex'tm' will be used with various inflamatory
pain conditions (e.g., arthritis flare-up pain) where an NSAID analgesic
provides insufficient pain relief.

NON-NARCOTIC ANALGESICS:

OTC Analgesics

    In June 1996, the Company entered into a license agreement (the "McNeil
License Agreement") with McNeil Consumer Products Company, an affiliate of
Johnson & Johnson, pursuant to which the Company granted McNeil the exclusive
rights to develop certain acetaminophen/NMDA antagonist combination products and
certain NSAID/NMDA antagonist combination products (ibuprofen and certain other
NSAIDs approved for OTC use) for the treatment of pain.

    The Company sponsored pre-clinical studies to evaluate acetaminophen in
combination with NMDA antagonists. The results indicate that combining an NMDA
antagonist with acetaminophen may increase the efficacy of acetaminophen. In a
placebo-controlled Phase II clinical trial conducted by NIDR, patients taking a
scheduled regimen of an NMDA antagonist (dextromethorphan) before and after oral
surgery required substantially less acetaminophen after the surgery to relieve
pain.

    McNeil Consumer Products Company has completed one double-blind,
placebo-controlled clinical trial of an acetaminophen and dextromethorphan
combination product in dental surgery patients. An acetaminophen and
dextromethorphan combination product Phase III clinical trial is in progress. A
Phase II clinical trial of an ibuprofen and dextromethorphan combination product
is scheduled in 1997.

PRESCRIPTION NSAID:

    Pre-clinical studies have indicated that the analgesic efficacy of NSAIDs,
such as etodolac, may be increased when combined with an NMDA antagonist. The
Company believes that a product based on a combination of existing dosage levels
of an NSAID with an NMDA antagonist would offer analgesic efficacy that is
superior to existing NSAID analgesics and could have the potential to achieve
rapid market acceptance. In addition, at dosage levels where the NSAID indicated
no analgesic effect by itself, a significant analgesic effect was indicated by
the addition of an NMDA antagonist. As a result, an NSAID/NMDA antagonist
combination product may also be formulated to give an equivalent analgesic
effect while lowering the NSAID dosage and thus potentially reducing certain
dosage-related side effects of NSAIDs, such as gastrointestinal bleeding and
ulcers. The Company plans to initiate a Phase II clinical study of an
etodolac/NMDA antagonist combination product in 1997.

LIDOCAINE/NMDA ANTAGONIST COMBINATIONS:

Injectable Anesthetic

    The Company, in collaboration with Brigham and Women's Hospital, Harvard
Medical School, is conducting research into the potentiation of local
anesthetics by NMDA antagonists. Pre-clinical studies have indicated that the
NMDA antagonist, dextromethorphan, may increase the depth and duration of
anesthesia of lidocaine. With the current emphasis on preemptive analgesia, same
day surgery and shorter hospital stays, the Company believes that a longer
duration anesthetic may provide greater patient comfort when post-surgical pain
is most severe. A Phase II clinical study, in cooperation with NIDR, is planned
in 1997.

LidoDex NS'tm'


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    An agreement has been entered into with Interneuron Pharmaceuticals, Inc.
for LidoDex NS'tm', a combination of lidocaine and an NMDA antagonist for the
treatment of migraine. This agreement has three stages: (i) initial development
which encompasses IND preparation, a Phase I safety study and a Phase II
efficacy study; (ii) Phase III clincals; and (iii) marketing activities. Initial
development will be largely funded by Interneuron, while costs of Phase III
clinicals will be shared equally.

ADDICTION TREATMENT DRUGS:

    NIDA estimates that there are two million opiate addicts in the United
States and 1.5 to 2 million cocaine abusers. The Company is developing NMDA
antagonist-based products as opiate and cocaine addiction treatment drugs.
Pre-clinical studies have indicated that NMDA antagonists may have potential for
the treatment of dependence on opiate narcotics and cocaine abuse. NIDA has
initiated a Phase II clinical study of methadone in combination with an NMDA
antagonist in collaboration with the Company to test the opiate addiction
treatment drug.

OTHER PRODUCTS:

    An estimated five million people in the U.S. suffer from urge urinary
incontinence. Existing urge urinary incontinence drugs generally have unpleasant
side effects and low levels of efficacy. Company-sponsored pre-clinical studies
have indicated that NMDA antagonists may block the bladder micturition reflex. A
Phase II clinical trial is currently being conducted at the Stanford University
School of Medicine to evaluate an NMDA antagonist in urge incontinent patients.

        The Company is considering a number of other possible products. The
Company's drug development program is based upon a continuous review of clinical
results, newly published scientific papers, the possibility of joint development
or research arrangements with research institutions or commercial organizations,
the availability of resources, including acceptable third party clinical
facilities and available funds. Accordingly, the Company's development program
is subject to revision and change at any time without notice. The preceding
discussion with respect to the Company's plans is a description of the Company's
present intentions as of the date of this report, and the Company does not
expect to update this schedule prior to its next annual report, although it may
choose to do so. The Company's product development schedule and plans for drug
development constitute forward-looking statements and are subject to the
numerous contingencies and risks set forth under "Risk Factors."

SCIENTIFIC OVERVIEW

             A key element of the Company's technology is the use of NMDA
antagonists which block the NMDA receptor. NMDA receptors are believed to be
present in nerve cells in the brain and spinal cord. There is increasing
evidence that there may also be peripheral NMDA receptors.

             The important role of the NMDA receptor in pain response has become
recognized among scientists and clinicians. Research indicates that the NMDA
receptor plays a role in neuropathic pain, development of tolerance to and
dependence on narcotic analgesics and development of hyperalgesia due to chronic
administration of opiate narcotics. According to current scientific theory,
activation of this receptor results in a cascade of intracellular events
beginning with the influx of extracellular calcium. This influx of calcium
results in activation of the enzyme protein kinase C and its subsequent
translocation from cytosol to the membrane. Through protein phosphorylation,
enduring changes then occur in the membrane constituents including receptors.
This cascade of events beginning with the activation of the NMDA receptor has
been implicated in numerous neuroplastic phenomena such as post-tetanic
potentiation resulting in sensitized and overly active nerve cells and
consequently may cause spontaneous pain and/or increased sensitivity to pain.

             It is believed that narcotic analgesics reduce pain by binding to
opiate receptors located on nerve cells in the brain and spinal cord. Although
the initial effect of this binding is to inhibit the nerve cell and thereby
reduce pain, opiate receptor activation is also believed to stimulate the NMDA
receptor leading to the cascade of events described in the previous paragraph.
Many researchers believe that increased NMDA receptor activation represents the
underlying cellular mechanism of opiate tolerance and dependence. Pre-clinical
studies indicate that by blocking the NMDA receptor, tolerance to and dependence
on opiates may be reduced and the development of hyperalgesia prevented. The
involvement of the NMDA receptor in dependence is also the basis for development
of NMDA antagonists to treat drug addiction.



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CORPORATE AND GOVERNMENT COLLABORATIONS

The McNeil License Agreement provided for an initial payment of $2.0 million by
McNeil to the Company and provides for additional payments of up to $8.0 million
by McNeil upon the achievement of certain milestones, generally relating to
product development and patent issuances. In addition, the Company will be
entitled to receive royalty payments from McNeil based upon net product sales
subject to minimum royalties, provided that certain conditions have been met,
even if McNeil has not commenced marketing of an acetaminophen product or an
NSAID product. McNeil will bear substantially all future costs of developing
products it selects. The McNeil License Agreement extends until the later of the
expiration of the Company's patent rights or ten years, provided that the McNeil
License Agreement is terminable: (i) by either party in the event of a material
breach by the other party upon 90 days notice or upon certain events of
bankruptcy; (ii) by McNeil, at any time after one year from the effective date
of the agreement; and (iii) by the Company under certain circumstances. Under
certain circumstances, the McNeil License Agreement could terminate with respect
to either acetaminophen or NSAID products without terminating with respect to
the other category. In the event of a termination by McNeil, McNeil must pay all
royalty payments and milestone payments due through the date of termination and
the technology licensed by McNeil reverts to the Company. In such event, the
Company retains the rights to the results of two clinical studies funded by the
Company, and McNeil retains the rights to the results of the clinical studies
funded by McNeil during the term of the McNeil License Agreement. See
"Business -- Patents, Trade Secrets and Licenses -- Licenses."

        In December 1996, the Company entered into a development and marketing
collaboration and license agreement with Interneuron Pharmaceuticals, Inc. for
the development and commercialization of a product to treat acute migraine
headache. The agreement grants to Interneuron rights, co-exclusive with Algos,
to use Algos patents and know-how to manufacture and market the product. In the
initial stage of development, Algos will supply formulation development in
support of the IND and Interneuron will perform toxicology, Phase I safety and
Phase I/II safety and efficacy studies. Thereafter, the companies will generally
share equally the remaining development costs, including clinical trials,
regulatory activities, and manufacturing scale-up, and similarly share in
marketing and profits of the resulting product, if any. After the initial stage
of development, the agreement may be terminated by either Company with the
terminating party retaining an interest in a resulting product, either in the
form of a royalty on sales or the repayment of certain of its development costs.

        In June 1996, the Company entered into a letter of intent with NIDA,
NIH, pending formal approval of a CRADA to conduct joint research on a
methadone/NMDA antagonist combination drug as a potential treatment for opiate
addiction.

ACADEMIC AND RESEARCH COLLABORATIONS

Virginia Commonwealth University, The Medical College of Virginia

             In 1994, the Company entered into a collaborative research
agreement with The Medical College of Virginia with the option for subsequent
annual renewals. Under the terms of this agreement, The Medical College of
Virginia provides pre-clinical research exclusively to the Company in the field
of: (i) prevention of tolerance to and dependence on opiates, opiate derivatives
and opioids; (ii) treatment of chronic pain; and (iii) treatment of neuropathic
pain, under the direction of David J. Mayer, Ph.D and Donald D. Price, Ph.D.,
Professors, Department of Anesthesiology, The Medical College of Virginia.

Brigham and Women's Hospital

             In 1995, the Company entered into a research agreement with Brigham
and Women's Hospital, Inc., a teaching affiliate of the Harvard Medical School.
Under the terms of this agreement, Brigham and Women's Hospital performs
pre-clinical research exclusively for the Company in the field of long lasting
anesthetics under the direction of Gary R. Strichartz, Ph.D., Professor of
Anesthesia (Pharmacology). The research is designed to measure certain
characteristics and effects of various anesthetic/NMDA antagonist combinations
covered by the Company's existing or pending patents.



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Stanford University

    The Company has entered into a series of research agreements with Stanford
University. Under the direction of Christos E. Constantinou, Ph.D. of the
Stanford University School of Medicine, certain NMDA antagonists were tested in
pre-clinical studies to assess their potential for use in the treatment of urge
urinary incontinence. The studies were conducted with products that are the
subject of one of the Company's pending patent applications. In addition,
Christopher Payne, M.D. is currently conducting a clinical trial to further test
the potential of such NMDA antagonists for the treatment of urge urinary
incontinence.

    In addition, the Company conducts clinical trials with major research
institutions and medical centers and Contract Research Organizations ("CROs")
that provide additional manpower as required to manage several study programs
simultaneously.

TECHNICAL DEVELOPMENT AND PRODUCTION

    The Company generally seeks to contract third parties for formulation
development, manufacture of clinical trial materials and scale-up work. The
Company generally selects third party contractors that it believes have the
capability to commercially manufacture the products. The key advantage to this
approach is that the third party contractor which performed the developmental
work will have the equipment, operational parameters and validated testing
procedures already in place for the commercial manufacture of the Company's
products. The Algos management team is experienced in selecting and managing
activities at third party contract companies. By selecting qualified third party
contractors or by choosing development partners that provide full-scale contract
manufacturing services, the Company believes it will be able to shorten
development and production scale-up time.

MARKETING

    Algos plans to market its products either directly or through co-marketing
or licensing agreements with pharmaceutical companies. The Company's marketing
strategy is to develop a direct sales force in the U.S. in market segments with
relatively concentrated distribution channels to target hospitals, health
maintenance organizations and pharmaceutical buyer groups. Algos does not expect
to establish a direct sales capability until such time as one or more of its
products in development receives marketing approval from the FDA. In market
segments that require large or specialized sales capabilities, such as OTC
analgesic products and certain foreign countries, the Company will seek
strategic alliances with leading pharmaceutical companies such as under the
McNeil License Agreement or the agreement with Interneuron. Implementation of
this strategy will depend on the market potential of the Company's products, its
financial resources and timely regulatory approvals.

COMPETITION

    The Company's products under development are expected to address several
different markets. The Company's proposed products will be competing with
currently existing or future products of other companies. Competition among
these products will be based on, among other things, product efficacy, safety,
reliability, availability, price and patent position. Many of the Company's
existing or potential competitors have substantially greater financial,
technical and human resources than the Company, may be better equipped to
develop, manufacture and market products and have more extensive experience in
pre-clinical testing and human clinical trials. These companies may develop and
introduce products and processes competitive to those of the Company.

    The Company competes with pharmaceutical companies that develop, produce and
market products in the United States, Europe and elsewhere. In addition,
academic institutions, government agencies and other public and private
organizations conducting research may seek patent protection, discover new drugs
or establish collaborative arrangements for drug research. The Company's
narcotic analgesic and anesthetic products, when developed and marketed, will
compete with products generally marketed by medium-sized pharmaceutical
companies. In other analgesic segments, such as antiarthritic and OTC analgesic
products, the Company's products, when developed and marketed, will compete with
products marketed by some of the largest pharmaceutical companies in the U.S. In
these segments, the Company may enter into license agreements with
pharmaceutical companies having greater resources than the Company.



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PATENTS, TRADE SECRETS AND LICENSES

Patent Rights

    The Company seeks to protect its proprietary position by, among other
methods, filing United States and foreign patent applications with respect to
the development of its products and their uses. The Company plans to prosecute
and defend its patent applications, issued patents and proprietary information.
The Company's ability to compete effectively will depend in part on its ability
to develop and maintain proprietary aspects of its planned products. The
Company, as of March 1, 1997, has an exclusive license for four U.S. patents,
one pending U.S. patent application for which it has received a notice of
allowance and five other pending U.S. patent applications under its agreement
with The Medical College of Virginia, and several corresponding pending foreign
patent applications. The Company also owns seven pending U.S. patent
applications and plans to file additional patent applications.

    Of the patents issued to The Medical College of Virginia, U.S. Patent No.
5,321,012 entitled "Inhibiting the Development of Tolerance to and/or Dependence
on a Narcotic Addictive Substance" (issued June 14, 1994) claims compositions
and methods for inhibiting the development of tolerance to and/or dependence on
a variety of narcotic analgesics including codeine, fentanyl, heroin,
hydrocodone, morphine and oxycodone employing any one of several specific
nontoxic NMDA antagonists including dextromethorphan and dextrorphan; U.S.
Patent No. 5,352,683 entitled "Method for the Treatment of Chronic Pain" (issued
October 4, 1994) claims a method for treating chronic pain employing any one of
several specific nontoxic NMDA antagonists such as those previously mentioned;,
U.S. Patent No. 5,502,058 entitled "Method for the Treatment of Pain" (issued
March 26, 1996) covers a method of alleviating preexisting or prospectively
occurring pain employing dextromethorphan or dextrorphan in combination with
lidocaine,and U.S. Patent No. 5,556,838 (issued September 17, 1996) claims a
composition containing any nontoxic NMDA antagonist, or any nontoxic substance
that blocks a major intracellular consequence of NMDA receptor activation, and
any one of several addictive substances, including morphine. A related patent
application covering a companion method for inhibiting the development of
tolerance to and/or dependence on any addictive substances has been allowed.

    Reflecting the Company's major research and development direction, its
patent program is primarily focused on securing intellectual property rights to
technology for the following categories of its business: (i) the use of
pharmacologically acceptable NMDA antagonists for the management of acute,
chronic, pre-operative and post-operative pain states, (ii) the use of NMDA
antagonists for the potentiation of local anesthesia and (iii) the use of NMDA
antagonists for the treatment of other conditions such as urge urinary
incontinence. The Company is employing a dual-level strategy of claiming its
drug discoveries mechanistically and in terms of specific therapeutics. This
strategy is intended to maximize the Company's opportunities for obtaining
the broadest possible patent protection and, at the same time, result in
issued patents with complementary and mutually reinforcing claims.

    The patent positions of pharmaceutical firms, including the Company, are
generally uncertain and involve complex legal and factual questions.
Consequently, even though the Company is currently prosecuting its patent
applications with the U.S. Patent and Trademark Office ("PTO") and certain
foreign patent authorities, the Company does not know whether any of its
applications will result in the issuance of any patents, or if any patents
issue, whether they will provide significant proprietary protection or will be
circumvented or invalidated. Since patent applications in the U.S. are
maintained in secrecy until patents issue, and since publication of discoveries
in the scientific or patent literature tend to lag behind actual discoveries by
several months, the Company cannot be certain that it was the first creator of
inventions claimed by pending patent applications or that the Company was the
first to file patent applications for such inventions. See "Risk Factors --
Uncertain Ability to Protect Proprietary Technology".

    The Company also relies upon trade secrets, know-how, continuing innovation
and licensing opportunities to develop and maintain its competitive position. It
is the Company's current practice to require its employees, consultants, members
of its Medical and Research Advisory Board, sponsored researchers and other
advisors to execute confidentiality agreements upon the commencement of
employment or consulting relationships with the Company. These agreements
provide that all confidential information developed or made known to the
individual during the course of the individual's relationship with the Company
is to be kept confidential and not disclosed to third parties, subject to
certain exceptions. In the case of employees, the agreements provide that all
inventions conceived by the individual shall be the exclusive property of the
Company. There can be no assurance, however, that these agreements will provide
meaningful protection for the Company's trade secrets or adequate remedies in
the event of unauthorized use or disclosure of such information.

    The Company engages in collaborations and sponsored research agreements and
enters into pre-clinical and clinical testing agreements with academic and
research institutions and U.S. government agencies, such as NIH.


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Consistent with pharmaceutical industry and academic standards, and the rules
and regulations under the Federal Technology Transfer Act of 1986, these
agreements may provide that developments and results will be freely published,
that information or materials supplied by the Company will not be treated as
confidential and that the Company may be required to negotiate a license to any
such developments and results in order to commercialize products incorporating
them. There can be no assurance that the Company will be able to successfully
obtain any such license at a reasonable cost or that such developments and
results will not be made available to competitors of the Company on an exclusive
or a non-exclusive basis.

    The Company's success depends in part on its ability to obtain patent
protection for its products and to preserve its trade secrets and operate
without infringing on the proprietary rights of third parties. No assurance can
be given that the Company's pending patent applications will be approved or that
any patents will provide competitive advantages for its products or will not be
successfully challenged or circumvented by its competitors. No assurance can be
given that patents do not exist or could not be filed which would have an
adverse effect on the Company's ability to market its products or maintain its
competitive position with respect to its products. The Company's patents may not
prevent others from developing competitive products using related technology.
Other entities may obtain patents which cover aspects of the Company's products
or processes which are necessary for or useful to the development, manufacture
or use of the Company's products. As a result, the Company may be required to
obtain licenses from others to develop, manufacture or market such products.
There can be no assurance that the Company will be able to obtain any such
licenses on commercially reasonable terms, if at all.

    No assurance can be given that any patent issued to, or licensed by, the
Company will provide protection that has commercial significance. In this regard
the patent position of pharmaceutical compounds and compositions is particularly
uncertain. Even issued patents may be later modified or revoked by the PTO in
proceedings instituted by the Company or others. In addition, no assurance can
be given that the Company's patents will afford protection against competitors
with similar compounds or technologies, that others will not obtain patents
claiming aspects similar to those covered by the Company's patents or
applications, or that the patents of others will not have an adverse effect on
the ability of the Company to do business. The Company's patents may not prevent
others from developing competitive positions using related technology.

Licenses

    The Company has entered into a license agreement, which was last amended in
June 1996 (the "Amendment"), with The Medical College of Virginia for certain
patents or pending patent applications owned by The Medical College of Virginia
in the field of pain management in the country in which any such product or part
thereof is made, used, sold or manufactured. In consideration for the terms of
the Amendment, the Company issued 100,000 shares of Series B Preferred Stock to
The Medical College of Virginia which are convertible at the option of the
holder into 100,000 shares of the Company's Common Stock at any time after
February 1, 1997. The Company pays no license signing fees or milestone
payments. Royalties for the life of the patent equal 4% of net sales. If a
product is combined with a drug or other substance for which the Company is
paying an additional royalty, the royalty rate paid to The Medical College of
Virginia is generally reduced by the amount of such additional royalty. If the
Company enters into sublicensing agreements for a covered product, the Company
will pay The Medical College of Virginia 50% of royalty payments received from
such sublicensees' net sales for each year until the payments total $500,000
for such year, 33% until the payments total an additional $500,000 for such year
and 25% thereafter. The McNeil License Agreement is a sublicense agreement of
the Company's license agreement with The Medical College of Virginia.

GOVERNMENT REGULATION

    In the U.S., pharmaceutical products intended for therapeutic or diagnostic
use in humans are subject to rigorous FDA regulation. The process of completing
clinical trials and obtaining FDA approvals for a new drug is likely to take a
number of years and require the expenditure of substantial resources. There can
be no assurance that any product will receive such approval on a timely basis,
if at all. See "Risk Factors - Government Regulation; No Assurance of United
States or Foreign Regulatory Approval."

    Applicable FDA regulations treat the Company's combination of
dextromethorphan with analgesics such as morphine, acetaminophen and ibuprofen
and local anesthetics such as lidocaine as new drugs and require the filing of
an NDA and approval by the FDA. However, since each of these drugs has been
separately approved by the FDA, management believes that the risks associated
with the development of these new proprietary drugs are less than the risks
inherent in new molecular drug discovery.

    The steps required before a new pharmaceutical product for use in humans may
be marketed in the U.S. include (i) pre-clinical studies, (ii) submission to the
FDA of an Investigational New Drug application ("IND"), which must



                                       8


<PAGE>


become effective before human clinical trials commence, (iii) adequate and
well-controlled human clinical trials to establish the safety and effectiveness
of the product, (iv) submission of an NDA to the FDA, and (v) FDA approval of
the NDA prior to any commercial sale or shipment of the product.

    Pre-clinical studies include laboratory evaluation of product chemistry and
formulation, and animal studies to assess the potential safety and effectiveness
of the product. The results of the pre-clinical studies are submitted to the FDA
as a part of an IND and are reviewed by the FDA prior to the commencement of
human clinical trials. Unless the FDA objects to, or otherwise responds to, an
IND, the IND will become effective 30 days following its receipt by the FDA.

    Clinical trials are typically conducted in three sequential phases, although
phases may overlap. In Phase I, the investigational new drug usually is
administered to healthy human subjects and is tested for safety (adverse
effects), dosage, tolerance, metabolism, distribution, excretion and
pharmacodynamics (clinical pharmacology). Phase II involves studies in a limited
patient population to (i) determine the effectiveness of the investigational new
drug for specific indications, (ii) determine dosage tolerance and optimal
dosage and (iii) identify possible adverse effects and safety risks. When an
investigational new drug is found to be effective and to have an acceptable
safety profile in Phase II evaluation, Phase III trials are undertaken to
further evaluate clinical effectiveness and to further test for safety within an
expanded patient population at geographically dispersed clinical study sites.
For analgesic drugs, Phase II analgesic efficacy studies have historically
served as the pivotal studies for an NDA. Phase III studies for these products
normally focus greater attention on safety in larger patient populations rather
than efficacy. There can be no assurance that Phase I, Phase II or Phase III
testing will be completed successfully within any specified time period, if at
all, with respect to any of the Company's products subject to such testing.
Furthermore, the FDA may suspend clinical trials at any time there is concern
that the participants are being exposed to an unacceptable health risk.

    The results of pharmaceutical development, pre-clinical studies and clinical
trials are submitted to the FDA in the form of an NDA for approval of the
marketing and commercial shipment of the product. The FDA may require additional
testing or information before approving the NDA. The FDA may deny an NDA
approval if safety, efficacy or other regulatory requirements are not satisfied.
Moreover, if regulatory approval of the product is granted, such approval may
require post-marketing testing and surveillance to monitor the safety of the
product or may entail limitations on the indicated uses for which the product
may be marketed. Finally, product approval may be withdrawn if compliance with
regulatory standards is not maintained or if problems occur following initial
marketing.

    At present, pharmaceutical products generally may not be exported from the
U.S. for other than research purposes until the FDA has approved the product for
marketing in the U.S. However, a company may apply to the FDA for permission to
export finished products or partially processed products to a limited number of
countries prior to obtaining FDA approval for marketing in the U.S.

    The Company is also subject to regulation under federal and state laws,
including the Occupational Safety and Health Act, the Environmental Protection
Act, the Clean Air Act, national restrictions on technology transfer, and
import, export and customs regulations. In addition, all of the Company's
products that contain narcotics are subject to Drug Enforcement Agency ("DEA")
regulations relating to storage, distribution and physician prescribing
procedures. There can be no assurance that any portion of the regulatory
framework under which the Company currently operates will not change and that
such change will not have a material effect on the current and anticipated
operations of the Company.

    Whether or not FDA approval has been obtained, approval of a pharmaceutical
product by comparable governmental regulatory authorities in foreign countries
must be obtained prior to the commencement of clinical trials and subsequent
marketing of such product in such countries. The approval procedure varies from
country to country, and the time required may be longer or shorter than that
required for FDA approval.

EMPLOYEES

    At February 28, 1997, the Company had twelve employees and two executive
consultants, including five Ph.Ds and/or MDs. In addition, the Company engages
consultants from time to time to perform services on a per diem or hourly basis.



                                       9


<PAGE>


 Item 2.  PROPERTIES

    The Company's executive office is located at Collingwood Plaza, 4900 Route
33, Neptune, New Jersey 07753. The Company's current lease agreement expires in
November 1997. The leased property consists of approximately 2,000 square feet
of office and storage space which will increase to 6,000 square feet effective
April 1, 1997.

Item 3.  LEGAL PROCEEDINGS

    There are no legal proceedings pending against the Company.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    Not applicable.



                                       10


<PAGE>


                                     PART II

Item 5.  MARKET PRICE

        At March 3, 1997, Algos had approximately 150 shareholders of record and
the Company believes that the number of beneficial holders exceeds 500. Common
shares of the Company are traded in the over-the-counter market and their price
quoted on the NASDAQ Stock Market under the symbol "ALGO." The following table
sets forth the range of the highest and lowest sales prices for the Company's
common stock since public trading commenced:

<TABLE>
<CAPTION>
Year Ended December 31, 1996:                         High         Low
                                                      ----         ---
<S>                                                   <C>        <C>
Third Quarter, beginning September 26                  14 1/2       14
Fourth Quarter                                         15         9 7/8
</TABLE>


The Company has never declared or paid any cash dividends on its capital stock.

Item 6.  SELECTED FINANCIAL DATA

    The selected financial information set forth below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and with the Company's financial statements and
related notes contained elsewhere in this report.


<TABLE>
<CAPTION>

                                                       Years Ended December 31,
                                                 (in thousands, except per share data)
                                    ----------------------------------------------------------------
Statement of Operations Data:           1992         1993         1994        1995         1996
                                        ----         ----         ----        ----         ----

<S>                                    <C>           <C>        <C>          <C>          <C>
Revenues . . . . . . . . . . . . .     $   96(1)     $ 215(1)    $   ---    $  ---        $ 2,000
Operating expenses:
  Research and development . . . .        125           40           654       1,615        3,344
  General and administrative . . .        369          436           623         760        2,467
                                          ---          ---         -----       -----        -----
      Total operating expenses. . .       494          476         1,277       2,375        5,810
                                          ---          ---         -----       -----        -----
Interest income. . . . . . . . . .         13            4           153         253          723
                                          ---          ---         -----       -----        -----
Net loss. . . . . . . . . . . . .      $ (385)       $(257)      $(1,124)    $(2,122)     $(3,087)
                                       =======       ======      ========    ========     ========
Pro forma net loss per common
share (2)                                                                    $ (0.17)      $(0.23)
                                                                             ========      =======
Pro forma weighted average common
shares outstanding (2)                                                        12,199       13,161
                                                                              ======       ======

<CAPTION>

                                                             December 31,
                                                            (in thousands)
                                    ----------------------------------------------------------------
Balance Sheet Data:                     1992         1993         1994        1995         1996
                                        ----         ----         ----        ----         ----
Cash and cash equivalents . . . .       $ 288        $ 124      $ 5,634     $ 3,707      $48,576
Working capital  . . . . . . . . .        180           81        5,503       3,419       47,932
Total assets. . . . . . . . . . .         330          153        5,765       3,820       49,202
Deficit accumulated during the
development stage . . . . . . . .        (385)        (642)      (1,766)     (3,888)      (6,976)
Total stockholders equity. . . . .        214          108        5,618       3,521       48,228
</TABLE>

(1) Represents revenues from consulting activities in which the Company has
    ceased to engage.
(2) Adjusted to give effect as of January 1, 1995 to the automatic conversion
    of all outstanding shares of Series A Preferred Stock upon consummation of
    the Company's initial public offering of Common Stock.  See Note 2 to the
    Financial Statements.




                                       11


<PAGE>



Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Overview

    Algos, a development stage company, is engaged primarily in the development
and commercialization of proprietary pharmaceutical products. Since its
formation in January 1992, the Company has devoted a substantial amount of its
efforts to licensing technology, recruiting key management and staff, developing
products, filing patents and other regulatory applications and raising capital.
To date, the Company has earned no revenue from its planned principal line of
business.

    The Company has incurred losses since its inception and expects to incur
significant operating losses in the future. The Company expects that its product
development expenses will increase significantly during 1997 and in future years
as the drugs that the Company currently has under development move into advanced
clinical trials and as additional drugs are considered for development. In
addition, the Company expects that its personnel costs will increase
significantly in the future, primarily as a result of the planned development of
a direct sales force.

Results of Operations

Year Ended December 31, 1996 Compared to the Year Ended December 31, 1995

Revenue

    In the 1996 period, the Company recognized $2,000,000 of license revenue
representing the initial payment under the McNeil License Agreement.

Research and Development

    In 1996, research and development expenses increased $1,728,673, to
$3,343,616 in 1996 from $1,614,943 in 1995. The 1996 period reflects expansion
of the Company's clinical trials, particularly trials of its most
developmentally-advanced product MorphiDex'tm' and the Company's non-narcotic
drugs licensed to McNeil. Fees to clinical investigators and CROs, which
increased approximately $1.3 million, and related increases in clinical drug
supplies, consultants, etc. were partially offset by reduced spending on
pre-clinical studies and formulation development.

General and Administrative Expenses

    In 1996, general and administrative expenses increased $1,706,537 to
$2,466,577 in 1996 from $760,040 in 1995. The increase was due primarily to a
charge of $915,000 in the 1996 period relating to the issuance of Series B
Preferred Stock in connection with an amendment to the license agreement with
The Medical College of Virginia and amortization of unearned compensation
expense of approximately $361,000 in connection with the grant of stock options.
Added professional fees and compensation expense also contributed to the
increase.

Interest Income

    In 1996, interest income increased $470,167 to $722,715 in 1996 from
$252,548 in 1995 as a result of the investment of proceeds from the Company's
initial public offering of Common Stock in October 1996.

Year Ended December 31, 1995 Compared to the Year Ended December 31, 1994

Research and Development

     In 1995, research and development expenses increased $961,229, to
$1,614,943 from $653,714 in 1994. This increase was primarily attributable to
the Company's pre-clinical studies in the field of NMDA antagonists. In 1995,
direct costs associated with pre-clinical studies and clinical trials were
approximately $542,000 and formulation development, drug supplies and related
analytical services totaled approximately $265,000. Compensation expense
increased as a result of the addition of employees and consultants. Spending on
other programs also contributed to the increase in 1995 expenditures. Expenses
in 1994 consisted primarily of employee and consultant compensation as the
Company established its research management team and initiated sponsored
research programs at three universities.

General and Administrative Expenses



                                       12


<PAGE>


    In 1995, general and administrative expenses increased $136,821, to $760,040
from $623,219 in 1994. This increase was primarily attributable to additional
employee compensation and related taxes and benefits. In addition, general
office expenses such as rent, utilities, and supplies increased as a result of
increased business activities and employment.

Interest Income

    In 1995, interest income increased $99,301, to $252,548 from $153,247 in
1994 as a result of the investment of proceeds from the Company's private
placement of Series A Preferred Stock, which was completed in August 1994.

Liquidity and Capital Resources

General

    In 1996, 1995, and 1994, spending for the Company's product development
efforts and related activities resulted in net cash outflows from operations of
$1,556,604, $1,929,321, and $991,928 respectively. Accumulated cash balances at
December 31, 1993, which resulted from the Company's initial capitalization
together with additional investments by the Company's founders, were sufficient
to provide operating funds into 1994. In 1994, in order to initiate its planned
product development programs, the Company sold 700,000 shares of Series A
Preferred Stock in a private placement, resulting in net proceeds of $6,609,015.
A portion of these funds were used to fund the Company's development efforts in
1995 and part of 1996. In July 1996, the Company received $2.0 million from
McNeil upon execution of the McNeil License Agreement and in October 1996
completed its initial public offering of 3,625,000 shares of Common Stock which
provided net proceeds to the Company of $46.3 million. The Company had cash and
cash equivalents of $48.6 million at December 31, 1996.

    The Company expects to invest substantial funds in the development of its
products and to generate significant losses in the future. The Company has
entered into a number of agreements for research and development spending,
primarily related to its development of MorphiDex'tm'. Its future spending and
funding requirements will depend on a number of factors, including the results
of the Company's development efforts, the timing and cost of obtaining required
regulatory approvals, the development of competing technologies, the amount of
resources required for the establishment of marketing and distribution
capabilities, the execution of licensing or other collaborative research
agreements on terms acceptable to the Company, and the cost of prosecuting and
defending patents. The Company currently expects that its cash and equivalents
at December 31, 1996 will be sufficient to fund its operations for the
development of products currently in clinical trials, based upon the Company's
presently anticipated schedule of clinical trials, and other working capital
requirements for more than two years. If, however, additional trials are deemed
to be necessary or advisable, the Company may require additional funds to
complete such trials and, in the event that revenue and income from successful
product introductions or other internally generated funds are insufficient for
such efforts, the Company will need to raise additional funds by incurring debt,
issuing additional equity or through collaborative or license arrangements. In
addition, the Company may determine to develop additional products. Development
of additional products would require additional funds. See -"Risk Factors --
Need for Additional Funds."

    Certain information set forth in the prior paragraphs contains
forward-looking statements as such term is defined in Section 27A of the
Securities Act of 1933 and Section 21E of the Exchange Act. All statements
concerning the expected use of funds, its development schedule and the ability
to fund operations for approximately three years are forward looking statements.
Certain factors discussed herein could cause actual results to differ materially
from those in the forward-looking statements. See "Risk Factors."

Net Operating Loss Carryforwards

    At December 31, 1996, the Company had accumulated net operating loss
carryforwards of approximately $4.0 million, which expire in 2009 through 2011
and are available to reduce future taxable income recognized in the carryforward
period, if any. Due to the uncertainty of future taxable income, the Company has
established a valuation allowance for these carryforwards and has not recognized
their potential benefit on a current basis. The future utilization of these
carryforwards may be limited by Section 382 of the Internal Revenue Code related
to changes in Company ownership.



                                       13


<PAGE>



Other

    Generally, the Company's results of operations are not significantly
affected by seasonal factors and the Company does not believe that inflation has
had a significant impact on its business. In October 1995, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
("SFAS") No. 123 - "Accounting for Stock Based Compensation,'" which generally
requires disclosure of the impact on earnings of stock based employee
compensation arrangements. The Company has adopted the disclosure requirements
of SFAS No. 123. In February 1997, the Financial Accounting Standards Board
Issued SFAS No. 128 - "Earnings Per Share" which specifies computation and
disclosure requirements for earnings per share and is effective for financial
statements issued after December 15, 1997. Management has not yet determined the
impact that SFAS No. 128 will have on the Company's financial statements, when
adopted.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA



                                       14


<PAGE>




                        REPORT OF INDEPENDENT ACCOUNTANTS

The Board of Directors and Stockholders
ALGOS PHARMACEUTICAL CORPORATION:

We have audited the accompanying balance sheets of Algos Pharmaceutical
Corporation (a development stage enterprise) as of December 31, 1996 and 1995,
and the related statements of operations, stockholders' equity and cash flows
for each of the three years in the period ended December 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Algos Pharmaceutical
Corporation as of December 31, 1996 and 1995 and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
1996, in conformity with generally accepted accounting principles.

                                                   COOPERS & LYBRAND L.L.P.

Princeton, New Jersey
March 4, 1997



                                       15


<PAGE>


                        ALGOS PHARMACEUTICAL CORPORATION
                        (A DEVELOPMENT STAGE ENTERPRISE)

                                 BALANCE SHEETS


<TABLE>
<CAPTION>

                                                                   December 31,    December 31,
                                                                       1995           1996
                                                                       ----           ----
<S>                                                                 <C>           <C>
ASSETS

Current assets:
    Cash and cash equivalents                                       $ 3,707,100   $48,575,719
    Prepaid expenses                                                     11,057       330,083
                                                                    ------------ -------------
        Total current assets                                          3,718,157    48,905,802
Property and equipment, net                                             100,704        86,682
Other assets                                                              1,591       209,257
                                                                    ------------ -------------
        Total assets                                                 $3,820,452   $49,201,741
                                                                    ============ =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                 $  158,297   $   456,684
    Other current liabilities                                           141,335       516,786
                                                                    ------------ -------------
        Total current liabilities                                       299,632       973,470
                                                                    ------------ -------------
Commitments
Stockholders' equity:
    Preferred stock, $10,537,500 and $100,000 aggregate
        liquidation preference                                            7,025         1,000
    Common stock, $.01 par value, 50,000,000 shares authorized,
        6,010,030 and 15,669,101 shares outstanding                      60,100       156,691
    Additional paid-in-capital                                        7,341,890    55,902,403
    Unearned compensation expense                                                    (856,150)
    Deficit accumulated during the development stage                 (3,888,195)   (6,975,673)
                                                                    ------------ -------------
        Total stockholders' equity                                    3,520,820    48,228,271
                                                                    ------------ -------------
        Total liabilities and stockholders' equity
                                                                    $ 3,820,452   $49,201,741
                                                                    ============ =============
</TABLE>

        The accompanying notes are an integral part of these statements


                                       16


<PAGE>

                        ALGOS PHARMACEUTICAL CORPORATION
                        (A DEVELOPMENT STAGE ENTERPRISE)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                       Cumulative from
                                 For the year ended December 31,        inception to
                            ------------------------------------------  December 31,
                                1994           1995          1996           1996
                                ----           ----          ----           ----
                                                                         (UNAUDITED)
<S>                            <C>           <C>           <C>         <C>
Revenues                       $        -    $        -    $2,000,000       $2,311,000
                            -------------- ------------- ------------- ----------------

 Operating expenses:
   Research and development       653,714     1,614,943     3,343,616        5,777,273
   General and
   administrative                 623,219       760,040     2,466,577        4,654,839
                            -------------- ------------- ------------- ----------------
    Total operating
      expenses                  1,276,933     2,374,983     5,810,193       10,432,112
                            -------------- ------------- ------------- ----------------

Loss from operations           (1,276,933)   (2,374,983)   (3,810,193)      (8,121,112)
Interest income                   153,247       252,548       722,715        1,145,439
                            -------------- ------------- ------------- ----------------

Net loss                      $(1,123,686)  $(2,122,435)  $(3,087,478)     $(6,975,673)
                            ============== ============= ============= ================

Pro forma:
    Net loss per common
      share                                 $     (0.17)  $     (0.23)
                                           ============= =============
    Weighted average
     common shares
      outstanding                            12,199,217    13,161,287
                                           ============= =============
</TABLE>

        The accompanying notes are an integral part of these statements




                                       17


<PAGE>

                                        ALGOS PHARMACEUTICAL CORPORATION
                                        (A DEVELOPMENT STAGE ENTERPRISE)

                                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>


                                                                                                    Cumulative from
                                                                For the year ended December 31,      inception to
                                                        -------------------------------------------  December 31,
                                                            1994           1995           1996          1996
                                                            ----           ----           ----          ----
                                                                                                     (UNAUDITED)
<S>                                                     <C>             <C>           <C>            <C>
Net loss                                                $(1,123,686)    $(2,122,435)  $(3,087,478)   $(6,975,673)
    Net loss
    Adjustments to reconcile net loss to net cash
      used in operating activities:
          Depreciation and amortization                      18,115          35,782        44,038        111,297
          Amortization of unearned compensation                                           424,690        424,690
          Common stock issued for technology                                                             125,000
          Preferred stock issued for services                25,000                                       25,000
          Preferred stock issued under license
            agreement                                                                     915,000        915,000
          Changes in assets and liabilities:
             Prepaid expenses                               (14,096)          5,476      (319,026)      (330,083)
             Other assets                                       600            (675)     (207,666)      (209,257)
             Accounts payable                                25,549         102,371       298,387        456,684
             Other current liabilities                       76,590          50,160       375,451        516,786
                                                        ------------- --------------- -------------  -------------
    Net cash used in operating activities                  (991,928)     (1,929,321)   (1,556,604)    (4,940,556)
                                                        ------------- --------------- -------------  -------------

Cash flows from investing activities:
    Purchases of property and equipment                    (106,757)        (22,500)      (30,016)      (197,979)
                                                        ------------- --------------- -------------  -------------
    Net cash used in investing activities                  (106,757)        (22,500)      (30,016)      (197,979)
                                                        ------------- --------------- -------------  -------------

Cash flows from financing activities:
    Proceeds from issuance of preferred stock, net        6,609,015                        50,000      6,659,015
    Proceeds from issuance of common stock, net                  50          24,950    46,405,239     47,055,239
                                                        ------------- --------------- -------------  -------------
    Net cash provided by financing activities             6,609,065          24,950    46,455,239     53,714,254
                                                        ------------- --------------- -------------  -------------

Net increase (decrease) in cash and cash equivalents      5,510,380      (1,926,871)   44,868,619     48,575,719
Cash and cash equivalents, beginning of period              123,591       5,633,971     3,707,100              -
                                                        ------------- --------------- -------------  -------------
Cash and cash equivalents, end of period                 $5,633,971      $3,707,100   $48,575,719    $48,575,719
                                                        ============= =============== =============  =============

</TABLE>


        The accompanying notes are an integral part of these statements




                                       18


<PAGE>




                        ALGOS PHARMACEUTICAL CORPORATION
                        (A DEVELOPMENT STAGE ENTERPRISE)

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                         Convertible preferred stock               Common stock
                                                       ------------------------------      -----------------------------
                                                          Shares            Amount            Shares           Amount
                                                       ------------      ------------      -------------    ------------
<S>                                                     <C>                 <C>           <C>                 <C>
Issuance of Common Stock, January 1992,
$.10 per share                                                                                4,841,664     $     48,417
Issuance of Common Stock for technology,
January 1992, $.10 per share                                                                    968,336            9,683
Net loss
                                                       ------------      ------------      ------------     ------------
Balance, December 31, 1992                                                                    5,810,000           58,100
Capital contributions, including $25,000
of technology
Net loss
                                                       ------------      ------------      ------------     ------------
Balance, December 31, 1993                                                                    5,810,000           58,100
Issuance of Series A Preferred Stock, May through
August 1994, $10.00 per share, net of offering
costs                                                       700,000      $      7,000
Issuance of Series A Preferred Stock for services,
May 1994, $10.00 per share                                    2,500                25
Exercise of stock options                                                                           415                4
Net loss
                                                       ------------      ------------      ------------     ------------
Balance, December 31, 1994                                  702,500             7,025         5,810,415           58,104
Exercise of stock options                                                                       199,615            1,996
Net loss
                                                       ------------      ------------      ------------     ------------
Balance, December 31, 1995                                  702,500             7,025         6,010,030           60,100
Exercise of Series A Preferred Stock warrants                 5,000                50
Issuance of Series B Preferred Stock under license
agreement, June 1996, $9.15 per share                       100,000             1,000
Exercise of stock options                                                                       161,821            1,618
Issuance of Common Stock, October 1996, $14.00
per share, net of offering costs                                                              3,625,000           36,250
Conversion of Series A Preferred Stock                     (707,500)           (7,075)        5,872,250           58,723
Unearned compensation expense

Amortization of unearned compensation expense
Net loss
                                                       ------------      ------------      ------------     ------------
Balance, December 31, 1996                                  100,000      $      1,000        15,669,101     $    156,691
                                                       ============      ============      ============     ============
</TABLE>



<TABLE>
<CAPTION>
                                                                                              Deficit
                                                                                            accumulated
                                                                           Unearned          during the            Total
                                                     Additional paid     compensation       development         stockholders'
                                                        in capital         expense             stage               equity
                                                       ------------      -----------       ------------        -------------
<S>                                                    <C>               <C>               <C>                 <C>
Issuance of Common Stock, January 1992,
$.10 per share                                         $    451,583                                            $    500,000
Issuance of Common Stock for technology,
January 1992, $.10 per share                                 90,317                                                 100,000
Net loss                                                                                   $   (385,434)           (385,434)
                                                       ------------      ------------      ------------        ------------
Balance, December 31, 1992                                  541,900                            (385,434)            214,566
Capital contributions, including $25,000
of technology                                               150,000                                                 150,000
Net loss                                                                                       (256,640)           (256,640)
                                                       ------------      ------------      ------------        ------------
Balance, December 31, 1993                                  691,900                            (642,074)            107,926
Issuance of Series A Preferred Stock, May through
August 1994, $10.00 per share, net of offering
costs                                                     6,602,015                                               6,609,015
Issuance of Series A Preferred Stock for services,
May 1994, $10.00 per share                                   24,975                                                  25,000
Exercise of stock options                                        46                                                      50
Net loss                                                                                     (1,123,686)         (1,123,686)
                                                       ------------      ------------      ------------        ------------
Balance, December 31, 1994                                7,318,936                          (1,765,760)          5,618,305
Exercise of stock options                                    22,954                                                  24,950
Net loss                                                                                     (2,122,435)         (2,122,435)
                                                       ------------      ------------      ------------        ------------
Balance, December 31, 1995                                7,341,890                          (3,888,195)          3,520,820
Exercise of Series A Preferred Stock warrants                49,950                                                  50,000
Issuance of Series B Preferred Stock under license
agreement, June 1996, $9.15 per share                       914,000                                                 915,000
Exercise of stock options                                    17,851                                                  19,469
Issuance of Common Stock, October 1996, $14.00
per share, net of offering costs                         46,349,520                                              46,385,770
Conversion of Series A Preferred Stock                      (51,648)
Unearned compensation expense                             1,280,840      $ (1,280,840)

Amortization of unearned compensation expense                                 424,690                               424,690
Net loss                                                                                     (3,087,478)         (3,087,478)
                                                       ------------      ------------      ------------        ------------
Balance, December 31, 1996                             $ 55,902,403      $   (856,150)     $ (6,975,673)       $ 48,228,271
                                                       ============      ============      ============        ============
</TABLE>

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

                                       19


<PAGE>




                        ALGOS PHARMACEUTICAL CORPORATION
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS


1. ORGANIZATION

Algos Pharmaceutical Corporation (the "Company"), is engaged primarily in the
development of proprietary pain management pharmaceuticals. Since its formation
in January 1992, the Company has devoted a substantial portion of its efforts to
developing products, licensing technology, filing regulatory applications and
raising capital. The Company is subject to a number of risks common to companies
in similar stages of development including, but not limited to, the lack of
assurance of successful product development, the absence of manufacturing
facilities, and the risk of technological obsolescence.

In May 1996, the Company effected an 8.3-for-1 stock split in the form of a
stock dividend. All historical share and per share data have been restated to
reflect the stock split.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles 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 dates of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.

Development Stage Enterprise

The accompanying statements have been prepared in accordance with the provisions
of Statement of Financial Accounting Standard (SFAS) No. 7, "Accounting and
Reporting by Development Stage Enterprises."

Cash and Cash Equivalents

The Company considers money market securities with maturities of three months or
less, when purchased, to be cash equivalents.

Property and Equipment, Net

Property and equipment are recorded at cost less accumulated depreciation.
Depreciation is provided on the straight-line method over the estimated useful
lives of the assets which range from three to seven years. Gains and losses on
depreciable assets retired or sold are recognized in the statement of operations
in the year of disposal. Repairs and maintenance expenditures are expensed as
incurred.

Revenue

License fees are recognized as revenue when earned in accordance with the terms
of the underlying agreements.

Income Taxes

The Company accounts for income taxes under the provisions of SFAS No. 109,
"Accounting for Income Taxes." SFAS No. 109 requires recognition of deferred tax
assets and liabilities for the expected future tax consequences of temporary
differences between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the years in which the
differences are expected to reverse.

Stock Based Compensation

In October 1996, the Financial Accounting Standards Board issued SFAS No. 123,
"Accounting for Stock Based Compensation" which requires expanded disclosures of
stock-based compensation arrangements with employees and encourages, but does
not require, the recognition of employee compensation expense related to stock
compensation based on the fair value of the equity instrument granted. The
Company has elected to adopt the disclosure requirements of this pronouncement.




                                       20


<PAGE>

                        ALGOS PHARMACEUTICAL CORPORATION
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS


Earnings Per Share

Pro forma net loss per common share is based on the net loss and the weighted
average number of common shares after giving effect to the conversion of all
Series A Preferred Stock into 5,872,250 shares of common stock as of January 1,
1995. Pursuant to Securities and Exchange Commission Staff Accounting Bulletin
No. 83, all common stock options and other common stock equivalents granted by
the Company during the twelve months prior to the filing date of the
registration statement for the Company's initial public offering of common stock
have been included in the calculation of pro forma weighted average common
shares outstanding as if they were outstanding for all periods prior to the
offering. Stock options and warrants granted prior to this twelve-month period
have not been included in the calculation of net loss per common share because
inclusion of such shares would be antidilutive.

Historical net loss per common share is based on the weighted average number of
common shares outstanding during the periods presented.

Historical net loss per common share is as follows:

<TABLE>
<CAPTION>

                                                             For the years ended December 31,
                                                             --------------------------------
                                                             1994           1995          1996
                                                             ----           ----          ----

<S>                                                          <C>           <C>           <C>
Net loss per common share                                      $(0.19)       $(0.35)       $(0.36)
Weighted average number of common shares outstanding         5,810,050     6,002,635     8,535,080
</TABLE>

3. CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of investments in money market funds and
obligations of the U.S. Treasury and federal agencies which mature within three
months.

1.  PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following:

<TABLE>
<CAPTION>

                                                                      December 31,
                                                                      ------------
                                                                   1995          1996
                                                                   ----          ----

<S>                                                              <C>           <C>
Office furniture and equipment                                   $ 94,510      $111,042
Computer equipment                                                 73,453        86,937
                                                                 --------      --------
                                                                  167,963       197,979
Less accumulated depreciation                                      67,259       111,297
                                                                 --------      --------
                                                                 $100,704      $ 86,682
                                                                 ========      ========
</TABLE>

5.  PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other assets consist primarily of insurance premiums which
are amortized on the straight-line basis over the coverage periods of the
underlying policies.

6.  OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

<TABLE>
<CAPTION>

                                                                      December 31,
                                                                      ------------
                                                                   1995          1996
                                                                   ----          ----
<S>                                                              <C>           <C>
Accrued compensation                                             $118,100      $ 214,750
Accrued research expenses                                          23,235        302,036
                                                                 --------      ---------
                                                                 $141,335      $ 516,786
                                                                 ========      =========
</TABLE>





                                       21


<PAGE>

                        ALGOS PHARMACEUTICAL CORPORATION
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS


7.  INCOME TAXES

Prior to March 1, 1994, the Company had elected to be treated as an S
Corporation for federal income tax reporting purposes. Under this election, the
Company's stockholders were responsible for reporting the Company's federal
taxable loss on their personal tax returns. In connection with the issuance of
Series A Preferred Stock, the Company's S status terminated and the corporation
converted to C Corporation status. The C Corporation assumed the tax bases of
the assets and liabilities of the S Corporation as of the termination date.
Accordingly, the Company records deferred taxes for the effect of cumulative
temporary differences in accordance with the provisions of SFAS No. 109,
'Accounting for Income Taxes' for federal tax purposes as of the termination
date. For state tax purposes, the Company has been treated as a C Corporation
since inception. At December 31, 1996, the Company had available net operating
loss carryforwards and research and development credits for federal income tax
purposes of approximately $4,000,000 and $149,000, respectively, which expire in
the years 2009 through 2011. The use of these net operating loss and credit
carryforwards may be subject to limitations under section 382 of the Internal
Revenue Code pertaining to changes in stock ownership. Due to the uncertainty of
their realization, no income tax benefits have been recorded by the Company for
these net operating loss or credit carryforwards as valuation allowances have
been established for any such benefits. The increase in the valuation allowance
amounted to $406,100, $906,300 and $1,122,200 in 1994, 1995, and 1996
respectively. Deferred tax assets and (liabilities) for federal and state income
taxes consist of the following:

<TABLE>
<CAPTION>

                                                                       December 31
                                                                       -----------
                                                                   1995          1996
                                                                   ----          ----
<S>                                                            <C>            <C>
Net operating loss carryforwards                               $ 1,236,800    $ 1,776,900
                                                               -----------    -----------
Research and development tax credits                                70,000        149,100
License Costs                                                                     355,300
Accrued liabilities and other                                        3,200        147,400
Depreciation and amortization                                        2,400          5,900
                                                               -----------    -----------
Total deferred tax assets                                        1,312,400      2,434,600
Valuation allowance                                             (1,312,400)    (2,434,600)
Net deferred tax assets                                        $         0    $         0
                                                               ===========    ===========
</TABLE>

8.  COMMITMENTS AND CONTINGENT LIABILITIES

Licensing Agreements

The Company has a license agreement with a university for certain pain
management technology which requires the Company to pay royalties based on sales
of licensed products and a share of royalties received from sublicensees.

Leases

Rent expense for the Company's office facilities amounted to $12,608, $21,841,
$22,475 for the years ended December 31, 1994, 1995, and 1996 respectively and
$67,924 cumulatively from the date of inception. Minimum lease payments amount
to $56,607 in 1997 when the Company's current lease agreement expires.

9.  SIGNIFICANT AGREEMENTS

In June 1996, the Company entered into a license agreement with McNeil Consumer
Products Company, an affiliate of Johnson & Johnson, which provides McNeil with
exclusive worldwide marketing rights to certain of the Company's products under
development. The Company received an initial payment of $2,000,000 in 1996 and
may receive additional payments based on the achievement of certain milestones.
McNeil will be responsible for substantially all of the remaining development
costs subsequent to an initial clinical study funded by the Company in 1996. In
addition, the Company will receive royalties based on sales of licensed
products, if any. The agreement may be terminated by McNeil after one year.

In December 1996, the Company entered into a development and marketing
collaboration and license agreement with Interneuron Pharmaceuticals, Inc. for
the development and commercialization of a product to treat acute migraine
headache. The agreement grants to Interneuron rights, co-exclusive with Algos,
to use Algos patents and know-how


                                       22


<PAGE>

                        ALGOS PHARMACEUTICAL CORPORATION
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS

to manufacture and market the product. After an initial stage of development,
which will be largely funded by Interneuron, the agreement provides that the
companies will generally share equally the remaining development costs,
including pre-clinical studies, clinical trials, and regulatory activities, and
similarly share in marketing and profits of the resulting product, if any. After
the initial stage of development, the agreement may be terminated by either
Company with the terminating party retaining an interest in a resulting product,
either in the form of a royalty on sales or the repayment of certain of its
development costs.

In 1996, the Company contributed certain intangible assets having no book value
to a newly formed company, and received preferred stock with an aggregate stated
value and liquidation preference of $2,800,000 and all of the transferee's
common stock. The common stock was subsequently distributed to the Company's
stockholders, warrant holders and certain of its employees. The preferred stock
provides for an annual cumulative dividend of 30%, which may be paid in the form
of cash or common stock, and a share of other earnings. The preferred stock may
be redeemed for the stated value plus accrued dividends at any time at the
transferee's option or at the Company's option at the end of two years. The
Company recorded no gain in connection with the transactions as management
believes that at the present time realization of the redemption value is not
assured.

10.  STOCKHOLDERS' EQUITY

The Company is authorized to issue 10,000,000 shares of $.01 par value per share
preferred stock with rights, preferences and limitations determined by the Board
of Directors of the Company, 100,000 of which have been designated Series B. In
1996, the Company issued 100,000 shares of convertible Series B Preferred Stock
in connection with an amendment to a license agreement with a university and
recorded an administrative expense of $915,000. Shares of Series B Preferred
Stock carry dividend rights equal to shares of Common Stock and are convertible
into an equal number of shares of Common Stock at any time on or after February
1, 1997. In connection with the Company's initial public offering of Common
Stock, all shares of previously issued Series A Preferred Stock were converted
to Common Stock and Preferred Stock warrants were converted to Common Stock
warrants at a rate of 8.30 common shares for each preferred share or warrant.

Preferred Stock consists of the following:

<TABLE>
<CAPTION>

                                                                      December 31,
                                                                      ------------
                                                                   1995          1996
                                                                   ----          ----
<S>                                                             <C>            <C>
Convertible Series A; 872,000 and 0 shares authorized,
  702,500 and 0  shares issued and outstanding                   $ 7,025
Convertible Series B; 0 and 100,000 shares authorized, 0
  and 100,000 shares issued and outstanding                                    $ 1,000
</TABLE>

As of December 31, 1996, warrants to purchase 296,725 shares of common stock at
an exercise price of $1.20 per share were outstanding and exercisable. The
warrants expire in 2001.

The Company maintains stock option plans for its employees, directors and
consultants.  See Footnote 12.

11.  OTHER RELATED PARTY TRANSACTIONS

Certain directors and shareholders of the Company have been associated with law
firms that rendered various legal services to the Company. The Company recorded
charges of approximately $163,000, $16,000 and $443,000 in 1994, 1995, and 1996
respectively, and $625,000 from the date of inception, for these services,
including services rendered in connection with issuances of stock. As of
December 31, 1995 and 1996, $2,500 and $4,500 of these charges were unpaid,
respectively.

12.  STOCK OPTION PLANS

The 1996 Stock Option Plan authorizes the grant of non-qualified stock options
and incentive stock options to purchase shares of Common Stock covering 415,000
authorized but unissued or reacquired shares of Common Stock. Unless sooner
terminated by the Board of Directors, the 1996 Option Plan will expire on
January 31, 2006. The Compensation Committee of the Board of Directors has the
authority to select the persons to whom grants are to be made, to designate the
number of shares of Common Stock to be covered by such grants, to determine the
exercise price of options, to establish the period of exercisability of options,
and to take all other actions for the administration of the 1996 Option Plan.
The 1996 Option Plan permits the payment of the option exercise price to be made
in cash or



                                       23


<PAGE>

                        ALGOS PHARMACEUTICAL CORPORATION
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS

by delivery of shares of Common Stock valued at their fair market value on the
date of exercise or delivery of other property, or by a recourse promissory note
payable to the Company, or by a combination of the foregoing.

The 1996 Non-Employee Director Stock Option Plan covers 83,000 authorized but
unissued or reacquired shares of Common Stock and is intended to assist the
Company in attracting and retaining qualified non-employee directors. The
Director Plan is administered by the Board of Directors and provides for
automatic grants of non-qualified stock options to purchase 10,000 shares of
Common Stock to each non-employee director at the time of appointment or
election to the Board of Directors. The exercise price of the options shall be
the fair market value of a share of Common Stock on the date of grant. Each
option shall generally become exercisable in cumulative annual installments of
one-third on each of the first three annual meetings of the Company's
stockholders following the date of grant so long as the non-employee director
continues to serve as a director of the Company. In addition, each non-employee
director shall be granted an option to purchase 5,000 shares of Common Stock
on an annual basis. Unless sooner terminated by the Board of Directors, the
Director Plan will expire in 2006.

A summary of the status of the Company's stock option plans as of December 31,
1994, 1995, and 1996 and changes in the years then ended is as follows:

<TABLE>
<CAPTION>


                                 1994                   1995                    1996
                          --------------------   --------------------   ---------------------
                                     Weighted               Weighted               Weighted
                                     Average                Average                Average
                                     Exercise               Exercise               Exercise
                            Shares    Price        Shares    Price        Shares     Price
                            ------    -----        ------    -----        ------     -----

<S>                        <C>        <C>         <C>        <C>         <C>        <C>
Outstanding at beginning
  of year                     --        --         772,315   $ 0.13      597,600    $ 0.13
Granted                    772,730    $ 0.13        24,900   $ 0.12      316,690    $ 3.13
Exercised                     (415)   $ 0.12      (199,615)  $ 0.13     (161,850)   $ 0.12
                           --------   ------      ---------  ------     ---------   ------
Outstanding at end of year  772,315   $ 0.13       597,600   $ 0.13      752,440    $ 1.39
                           ========               ========               ========
Options exercisable at
end of year                 199,200                215,800                343,530

Weighted average fair
  value of options
  granted during the
  year:

Exercise price equal to
  market value of stock                             $ 0.01                 $ 4.30
Exercise price greater
  than market value of
  stock
Exercise price less than
  market value of stock                                                    $ 4.60
</TABLE>

The fair value of each option grant is estimated using the Black-Scholes option
pricing model for grants after the Company's October 1996 initial public
offering of Common Stock and a minimum value method for prior grants. The
following weighted-average assumptions were used for grants in 1994, 1995 and
1996, respectively: no dividend yield for all years, risk-free interest rates of
6.7%, 6.0%, and 6.2%, expected lives of 3.9, 1.0, and 3.9, and expected
volatility of 55% after October 1996.

A summary of stock options outstanding as of December 31, 1996 is as follows:


<TABLE>
<CAPTION>

                                        Outstanding                  Exercisable
                              --------------------------------   --------------------
                                          Weighted
                                          average    Weighted               Weighted
                                         remaining   average                average
                                         contractual exercise               exercise
  Range of exercise prices      Number      life      price        Number    price
  ------------------------      ------      ----      -----        ------    -----
<S>                            <C>          <C>       <C>         <C>        <C>
       $ 0.12 - $ 0.13         678,970      4.0       $ 0.13      324,530    $ 0.13
       $11.25 - $14.00          73,500      8.5       $13.06       19,000    $12.47
                               ---------                          ---------
                               752,440      4.4       $ 1.39      343,530    $ 0.81
                               =======                            =======
</TABLE>


                                       24


<PAGE>

                        ALGOS PHARMACEUTICAL CORPORATION
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS

The Company records compensation expense for stock option grants in accordance
with APB No. 25, "Accounting for Stock Issued to Employees." Had the Company
elected to record compensation for stock option grants in accordance with SFAS
No. 123, "Accounting for Stock-Based Compensation", the Company's pro forma net
income and earnings per share amounts would be as follows:

<TABLE>
<CAPTION>

                                                1995                1996
                                          -----------------   -----------------
<S>                        <C>              <C>                 <C>
Net income                  As reported:     ($2,122,435)         ($3,087,478)
                             Pro forma:      ($2,122,610)         ($3,118,334)
Pro forma earnings per      As reported:          ($0.17)              ($0.23)
  share                      Pro forma:           ($0.17)              ($0.24)
Historical earnings per     As reported:          ($0.35)              ($0.36)
  share                      Pro forma:           ($0.35)              ($0.37)
</TABLE>

Pro forma amounts reflect options granted after 1994 and are not likely to be
representative of amounts in future years, as additional options are awarded and
vested.

Item 9.  CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTANTING AND
         FINANCIAL DISCLOSURE

        Not Applicable.



                                       25


<PAGE>





                                    PART III

    The information required by Item 10, Directors and Executive Officers of the
Registrant; Item 11, Executive Compensation; Item 12, Security Ownership of
certain Beneficial Owners and Management; and Item 13, Certain Relationships and
Related Transactions will be included in and is incorporated by reference from
the Registrant's definitive proxy statement to be filed pursuant to Regulation
14A within 120 days after the close of its fiscal year.



                                       26


<PAGE>



                                     PART IV

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

Exhibits:

<TABLE>
<CAPTION>
Exhibit
   No.                                             Title
--------   ---------------------------------------------------------------------------------
<S>        <C>
    3.1    Form of Amended and Restated Certificate of Incorporation of Algos Pharmaceutical
             Corporation(1)
    3.2    Form of Amended and Restated By-laws of Algos Pharmaceutical Corporation(1)
    4.1    Form of Stock Certificate of Common Stock(1)
   10.1.1  Employment Agreement with Respect to John W. Lyle(1)
   10.1.2  Employment Agreement with Respect to Gastone Bello(1)
   10.1.3  Employment Agreement with Respect to Frank S. Caruso(1)
   10.2.1  1994 Stock Option Plan(1)
   10.2.2  Form of 1996 Stock Option Plan(1)
   10.2.3  Form of 1996 Non-Employee Director Stock Option Plan
   10.3.1  Algos Pharmaceutical Corporation Stockholders' Agreement(1)
   10.4.1  License Agreement with The Medical College of Virginia(1) 'D''D'
   10.4.2  License Agreement with McNeil(1) 'D''D'
   10.4.3  Registration Rights Agreement with The Medical College of Virginia(1)
   11      Statement Regarding Computation of Per Share Earnings
   21      Subsidiaries of the Registrant(1)
   27      Financial Data Schedule 'D'
   99      Risk Factors
</TABLE>

(1)     Incorporated by reference to the Registrant's registration statement on
        Form S-1 declared effective on September 25, 1996.
'D'     Included in EDGAR filing only.
'D''D'  Portions of this Exhibit have received confidential treatment pursuant
        to Rule 406(b) under the Securities Act.



                                       27


<PAGE>


                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) the Securities Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                        Algos Pharmaceutical Corporation
                                       /s/ JOHN W. LYLE
DATE: MARCH 31, 1997             BY: __________________________________
                                       JOHN W. LYLE
                                       PRESIDENT AND CHIEF EXECUTIVE OFFICER

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

           NAME                           TITLE                        DATE
           ----                           -----                        ----
<S>                         <C>                                   <C>
/s/  JOHN W. LYLE
-------------------------   President, Chief Executive             March 31, 1997
       JOHN W. LYLE         Officer and Director

/s/ DONALD G. DRAPKIN
-------------------------   Director                               March 31, 1997
    DONALD G. DRAPKIN


-------------------------   Director                               March  , 1997
      MICHAEL HYATT

/s/  ROGER H. KIMMEL
-------------------------   Director                               March 31, 1997
     ROGER H. KIMMEL

/s/  JAMES R. LEDLEY
-------------------------   Assistant Secretary and Director       March 31, 1997
     JAMES R. LEDLEY

-------------------------   Director                               March , 1997
     DIETER A. SULSER

/s/   GARY ANTHONY
-------------------------   Chief Financial Officer                March 31, 1997
       GARY ANTHONY         (Principal Accounting Officer)

</TABLE>




                                       28


                            STATEMENT OF DIFFERENCES
                            ------------------------

The checkmark shall be expressed as ....................... 'ch'
The trademark symbol shall be expressed as ................ 'tm'
the registered trademark symbol shall be expressed as ..... 'r'
The dagger symbol shall be expressed as ................... 'D'