March 5, 1997



Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549

         Re:      BioWhittaker, Inc. (the "Company")
                  10-Q for the Quarterly Period Ended January 31, 1997

Dear Ladies and Gentlemen:

         For filing with the  Securities  and  Exchange  Commission  pursuant to
Instruction G of Form 10-Q is an  electronically  transmitted copy with exhibits
of the Company's  Quarterly  Report on Form 10-Q for the Quarterly  period ended
January 31, 1997.

         Please acknowledge receipt of this filing.

                                                  Sincerely,




                                                   /s/ F. Dudley Staples, Jr.
                                                  ------------------------------
                                                  F. Dudley Staples, Jr.
                                                  Secretary and General Counsel



cc:      Mr. Philip L. Rohrer, Jr. (w/encl.)
         File

<PAGE>

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

                                    Form 10-Q
                                   (Mark One)


|X|  Quarterly Report Pursuant to Section 13 or 15(d)of the Securities
     Exchange Act of 1934

For the period ended January 31, 1997.

|_|  Transition Report Pursuant to Section 13 or 15(d)of the Securities Exchange
     Act of 1934.

For the transition period from  __________________ to ___________________

Commission file number  1-10870
                        -------

                               BIOWHITTAKER, INC.
             -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)



          Delaware                                            95-3917176
 ------------------------------                           -----------------
(State or other Jurisdiction of                           (I.R.S. Employer
  Incorporation or Organization)                           Identification No.)



8830 Biggs Ford Road, Walkersville, Maryland                   21793-0127
--------------------------------------------              ------------------
  (Address of Principal Executive Offices)                     (zip code)


                                 (301) 898-7025
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



        Indicate  by check  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.

                                                       |X|    Yes      |_|  No

        The  number of shares  outstanding  of the  Registrant's  only  class of
common stock as of January 31, 1997 was 10,759,199.






<PAGE>



Part 1. Financial Information
        Item 1. Financial Statements

                               BIOWHITTAKER, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                  (Dollars in thousands, except per share data)

                                               For the Three Months
                                                 Ended January 31,
                                                 -----------------
                                                  1997        1996
                                                 ------      -----

Sales ......................................   $ 13,031    $ 11,912
Costs and expenses
   Cost of sales ...........................      6,670       6,478
   Research and development ................        686         585
   Selling, general and administrative .....      3,696       3,295
                                                  -----       -----
                                                 11,052      10,358
                                                 ------      ------

Income From Operations .....................      1,979       1,554

Other (income)/expenses
   Purchased research and development ......         --       4,000
   Gain on sale of product line ............         --      (1,322)
   Other income ............................        (91)        (91)
   Interest ................................         49          99
   Loss on foreign currency transactions ...          6          36
                                                -------      ------
                                                    (36)      2,722
                                                -------      ------
Income/(Loss) Before Income Taxes ..........      2,015      (1,168)
Provision for income taxes .................        748         791
                                                    ---         ---
Net Income/(Loss) ..........................   $  1,267    $ (1,959)
                                               ========    ========

Net Income/(Loss) Per Share ................   $   0.12    $  (0.18)
                                               ========    ========

Average common and common equivalent
    shares outstanding (in thousands) ......     10,903      10,877
                                                 ======      ======










Unaudited
See Notes to Consolidated Financial Statements




                                        1

<PAGE>




                               BIOWHITTAKER, INC.
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)


                                                       January 31,   October 31,
                                                            1997          1996
                                                            ----          ----
    ASSETS

CURRENT ASSETS
Cash and cash equivalents ..........................     $    611      $    701
Accounts receivable ................................        8,310         8,623
Other receivables ..................................        1,072         1,233
Inventories ........................................       21,540        21,114
Prepaid expenses ...................................        1,868         1,687
Deferred income taxes ..............................          270           119
                                                              ---           ---
    Total Current Assets ...........................       33,671        33,477
                                                           ------        ------

PROPERTY, PLANT AND EQUIPMENT ......................       34,002        33,595
Less accumulated depreciation and amortization .....       17,445        16,808
                                                           ------        ------
                                                           16,557        16,787
                                                           ------        ------

INTANGIBLE ASSETS ..................................       12,530        12,511
Less accumulated amortization ......................        1,984         1,698
                                                            -----         -----
                                                           10,546        10,813
                                                           ------        ------
OTHER ASSETS .......................................           82            78
                                                               --            --
                                                         $ 60,856      $ 61,155
                                                         ========      ========

    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Notes payable ......................................     $     --      $    300
Current portion of long-term debt ..................          291           291
Accounts payable ...................................        3,183         3,857
Accrued liabilities ................................        5,251         6,483
Income taxes payable ...............................        1,039           321
                                                            -----         ------
    Total Current Liabilities ......................        9,764        11,252
                                                            -----        ------

LONG-TERM DEBT .....................................        1,200         1,443
                                                            -----         -----
DEFERRED INCOME TAXES ..............................        1,833         1,669
                                                            -----         -----

STOCKHOLDERS' EQUITY
Common stock .......................................          108           108
Additional paid-in capital .........................       26,389        26,389
Retained earnings ..................................       21,580        20,313
Translation adjustment .............................          (18)          (19)
                                                              ---           ---
    Total Stockholders' Equity .....................       48,059        46,791
                                                           ------        ------
                                                         $ 60,856      $ 61,155
                                                         ========      ========

January 31, 1997 - Unaudited
See Notes to Consolidated Financial Statements


                                        2

<PAGE>




                               BIOWHITTAKER, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)

                                                           For the Three Months
                                                              Ended January 31,
                                                              -----------------
                                                              1997        1996
                                                              ----        ----
OPERATING ACTIVITIES
Net income/(loss) ......................................   $  1,267    $ (1,959)
Adjustments to reconcile net income/(loss) to net cash
 provided by operating activities:
   Depreciation and amortization .......................        936         807
   Purchased research and development ..................         --       4,000
   Gain on sale of product line ........................         --      (1,322)
   Deferred income taxes ...............................         13        (156)
   Loss on disposal of property, plant and equipment ...          6          16
   Changes  in  operating  assets  and  liabilities,  
     excluding the affect of acquisitions:
      Accounts receivable ..............................        313       1,386
      Inventories ......................................       (426)          9
      Prepaid expenses and other assets ................       (175)       (474)
      Accounts payable and accrued liabilities .........     (1,188)     (2,222)
                                                             ------      ------

    Net Cash Provided by Operating Activities ..........        746          85
                                                                ---          --

 INVESTING ACTIVITIES
 Purchases of property, plant and equipment ............       (426)       (395)
 Proceeds from sale of product line ....................        151      10,410
 Purchase of Clonetics, net of cash received ...........         --      (8,226)
 Advance royalty payments ..............................         --      (1,100)
                                                               ----      ------

    Net Cash(Used in)/Provided by Investing Activities .       (275)        689
                                                               ----         ---
 FINANCING ACTIVITIES
 Net(repayments)/borrowings of notes payable ...........       (300)        950
 Payment of long-term debt .............................       (243)     (1,415)
 Other .................................................        (18)         (4)
                                                                ---          --

    Net Cash Used in Financing Activities ..............       (561)       (469)
                                                               ----        ----

    Net Change In Cash and Cash Equivalents ............        (90)        305
    Cash and Cash Equivalents At Beginning Of Year .....        701         359
                                                                ---         ---
    Cash and Cash Equivalents At End Of Period .........   $    611    $    664
                                                           ========    ========
 Supplemental  disclosure of cash flow information: 
 Cash paid during the period
    for:
       Interest ........................................   $    127    $    209
                                                           ========    ========
       Income taxes ....................................   $     16    $     75
                                                           ========    ========


 Notes
 1. In connection  with the  acquisition of all of the common stock of Clonetics
    Corporation  for $8,733 in cash,  the  Company  acquired  assets with a 
    value of $8,236,  assumed liabilities of $3,503 and expensed $4,000 of 
    purchased research and development.


Unaudited
See Notes to Consolidated Financial Statements


                                        3

<PAGE>



                               BIOWHITTAKER, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in Thousands, Except Per Share Data)


     Basis of Presentation:  The accompanying  unaudited  consolidated financial
statements have been prepared in accordance with generally  accepted  accounting
principles for interim  financial  information and with the instructions to Form
10-Q and Article 10 of Regulation S-X.  Accordingly,  they do not include all of
the  information  and  footnotes  required  by  generally  accepted   accounting
principles for complete financial statements. In the opinion of management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been included.  Operating  results for the three months
ended January 31, 1997 are not necessarily indicative of the results that may be
expected for the year ending October 31, 1997. For further information, refer to
the  consolidated  financial  statements and footnotes  thereto  included in the
Annual Report on Form 10-K for the year ended October 31, 1996 for BioWhittaker,
Inc. and its subsidiaries ("the Company" or "BioWhittaker").

     Reclassifications:   Certain  prior  years'  amounts  in  the  Consolidated
Financial Statements have been reclassified to conform to the 1997 presentation.

    Net Income Per Share:  Net income  per share is  computed  by  dividing  net
income by the weighted  average  number of common and common  equivalent  shares
outstanding. Common equivalent shares include the dilutive effect of outstanding
stock purchase  options and Anasco's right to maintain its aggregate  percentage
voting  interest in the Company  calculated,  in each case,  under the  treasury
stock  method.  Net income per share  determined on a fully diluted basis is not
materially different from the primary net income per share presented.

     Inventories: Inventories consisted of the following:

                                                   January 31,      October 31,
                                                      1997              1996
                                                   ---------         ----------
     Raw material...........................      $   4,475          $   4,050
     Work in process........................          7,080              7,323
     Finished goods.........................          9,985              9,741
                                                  ----------          ---------
                                                  $  21,540          $  21,114
                                                  =========          =========
                                                             
     Acquisitions  and  Divestitures:  On January 17, 1996, the Company acquired
100% of the stock of Clonetics Corporation ("Clonetics"),  a leading supplier of
normal  human  cells,  for $8,733 in cash and the  assumption  of  approximately
$3,500  in  liabilities.  The  operations  of  Clonetics  are  included  in  the
Consolidated  Statement of Income from the date of acquisition.  The acquisition
was  accounted  for as a purchase  transaction  and resulted in the recording of
approximately  $2,260 of goodwill,  $3,350 of purchased technology and $1,480 of
other  intangibles  that will be  amortized  over  periods  ranging from 7 to 15
years.  $4,000 of the purchase  price was  allocated  to purchased  research and
development and expensed on the Company's  Consolidated  Statement of Income for
the three months ended January 31, 1996.

     On December 18, 1995, the Company sold to Carter-Wallace,  Inc.  ("Carter")
its diagnostic test kit business in the EIA format for $9,000 and on February 2,
1996 sold its related FIAX line for $1,000.  Carter also  purchased EIA and FIAX
finished  goods  inventory  for  approximately  $1,400.  BioWhittaker  agreed to
continue to manufacture  EIA and FIAX products for Carter for up to one and five
years,  respectively.  Under a separate  agreement with one of Carter's contract
manufacturers,  BioWhittaker  agreed to sell  certain raw  material  and work in
process inventory over a two year period

     BioWhittaker   also  agreed  to  provide  to  Carter's   customers  certain
diagnostic  testing  instrumentation  associated  with the EIA and FIAX  product
lines and to service the equipment for up to two years. The equipment  surcharge
typically  paid on each kit  purchased by customers  will be collected by Carter
and periodically  remitted to the Company in the amount of approximately $1,585,
the book value of such diagnostic  equipment owned by the Company at closing. As
of January 31, 1997, Carter owed the Company $0.8 million of such book value.



                                        4

<PAGE>





                               BIOWHITTAKER, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                  (Dollars in Thousands, Except Per Share Data)


    As a result of this transaction, BioWhittaker recorded a pre-tax gain of
$2,261 on its  Consolidated  Statement of Income for fiscal 1996, which includes
the  write-off  of  approximately  $2,200 of  unamortized  cost of  patents  and
goodwill. A pre-tax gain of $1,322 was recognized in the Company's  Consolidated
Statement of Income for the three months ended January 31, 1996.

     The following table presents  proforma  consolidated  results of operations
for the three months ended January 31, 1996 and 1997, assuming that the purchase
of Clonetics  Corporation  and the sale of the  diagnostic  test kit business to
Carter-Wallace,  Inc.  had occurred at the  beginning of each of the  respective
fiscal periods.


                                                           For the Three Months
                                                             Ended January 31,
                                                             -----------------
                                                            1997          1996
                                                            ----          ----

     Sales................................              $  13,031     $  11,741
     Net Income..........................               $   1,267     $     705
     Net Income Per Share.................              $    0.12     $    0.06

     The above proforma information is presented for illustrative  purposes only
and is not  necessarily  indicative  of  the  operating  results  had  both  the
acquisition  of  Clonetics  Corporation  and the  sale to  Carter-Wallace,  Inc.
occurred as of November 1, 1995 and November 1, 1996.



                                        5

<PAGE>



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

Results of Operations

Comparison of the first three months of fiscal 1997 to the first three months of
fiscal 1996.

     Sales for the first three months of fiscal 1997 of $13.0  million  exceeded
sales in the comparable  fiscal period of fiscal 1996 by $1.1 million,  or 9.4%.
Fiscal year 1997 revenues  reflect $1.7 million in lower sales volume due to the
sale of the  Company's  EIA and FIAX test kit  product  lines (the "EIA and FIAX
Product Lines") and the completion of a contract to supply  botulinum  antitoxin
and $1.5 million in increased  sales volume due to the  acquisition of Clonetics
Corporation ("Clonetics")

     Cell culture  product line sales  increased by $2.2 million,  or 36.0%,  to
$8.2 million,  due primarily to an additional  $1.5 million in sales as a result
of the  acquisition  of Clonetics and to higher sales volume and prices for cell
culture products,  including sales to a single,  large customer and higher sales
volume for cell culture media.

     Endotoxin  detection product sales increased by $0.9 million,  or 30.5%, to
$3.7  million,  due to increased  sales  volume.  This increase is the result of
unusually  low sales for the first  quarter of fiscal 1996 and higher  sales for
the first  quarter of fiscal 1997 as a result of changes in order  patterns  for
the Company's European  distributors.  Future growth is expected to resume at an
annual rate more closely resembling recent growth trends.

     Clinical  diagnostic  testing product sales  decreased by $1.9 million,  or
63.6% to $1.1  million,  primarily  due to the sale of the EIA and FIAX  Product
Lines.  In  addition,  sales were  adversely  impacted  by the  completion  of a
contract  to  produce  botulinum  antitoxin  and to lower  sales  volume for the
Company's  allergy  detection  products,  primarily  as a  result  of  increased
competition.  The Company expects clinical  diagnostic  testing product sales to
continue to decline in the foreseeable future for the reasons discussed above.

       Gross  margins  were 48.8% of sales for the first three  months of fiscal
1997 compared to 45.6% during the  comparable  period of fiscal 1996  reflecting
proportionally higher margins associated with Clonetics products and to improved
manufacturing efficiencies.

     Research and  development  expenses as a percentage  of sales  increased to
5.3% for the first  three  months of  fiscal  1997 from 4.9% for the  comparable
period of fiscal 1996,  primarily as a result of proportionally  higher expenses
associated with Clonetics products.

     Selling,  general  and  administrative  expenses as a  percentage  of sales
increased  to 28.4% for the first three months of fiscal 1997 from 27.7% for the
comparable  period of fiscal  1996,  reflecting  proportionally  higher  selling
expenses for Clonetics products.

    "Other Income" is comprised of payments  received from Boehringer  Ingelheim
for technology assistance under the terms of its agreement with the Company.

     For fiscal  1996,  "Purchased  research  and  development"  represents  the
expensing  of  in-process  research  and  development  acquired as a part of the
purchase of Clonetics.  "Gain on the sale of product line"  represents the gain,
before the effect of taxes,  as a result of the sale of the EIA and FIAX Product
Lines.

      "Provision for income taxes" as a percentage of Income Before Income Taxes
was 37.1% for the first quarter of fiscal 1997.  For the first quarter of fiscal
1996, the  "Provision for income taxes"  reflects the lack of income tax benefit
associated  with  the  expensing  of  purchased  research  and  development  and
favorable  treatment  of the gain  associated  with  the  sale of the  Company's
diagnostic  test kit  business.  Before  the effect of these  transactions,  the
"Provision  for income  taxes" as a percentage of Income Before Income Taxes was
37.9% for the first three months of fiscal 1996.




                                        6

<PAGE>



Liquidity and Financial Condition

     During  the  first  quarter  of  fiscal  1997,  the  Company  financed  its
operations,  capital  expenditures and product development  activities with cash
provided by operations and funds available under the Company's  revolving credit
facility.  For the first three months of fiscal year 1997, the Company generated
$0.7 million in cash from operating  activities compared to $0.1 million for the
comparable  period of fiscal  1996  primarily  as a result of  increases  in net
income and higher charges for depreciation and amortization.

      Total current assets of $33.7 million at January 31, 1997 were essentially
unchanged  when compared to total current assets of $33.5 million at October 31,
1996.  Total current  liabilities at January 31, 1997 were $9.8 million compared
to $11.3  million at October 31, 1996,  such decline due mainly to reductions in
accrued salaries and related expenses and accounts payable.

     The  Company's  investing  activities  consumed cash of $0.3 million in the
first  three  months of fiscal  1997,  primarily  as a result  of  purchases  of
property,  plant and equipment  totaling $0.4 million.  The Company's  investing
activities  generated  cash of $0.7  million in the first three months of fiscal
1996, primarily due to the receipt of $10.4 million in proceeds from the sale of
its EIA and FIAX  Product  Lines  offset by the use of $8.2  million  to acquire
Clonetics.  Purchases of property,  plant and equipment totaled $0.4 million for
the first quarter of fiscal 1996.

      Financing  activities consumed cash of $0.6 and $0.5 million for the first
three months of fiscal years 1997 and 1996  respectively,  reflecting  primarily
the  repayment  of  amounts   outstanding   under  the  Company's  various  debt
facilities.

          At  January  31,  1997,  the  Company's   principal   short-term  cash
requirements were to fund the Company's normal working capital needs, consisting
primarily of inventories and  receivables,  to fund capital  expenditures and to
fund potential  acquisitions.  At January 31, 1997, the Company had  outstanding
capital commitments of approximately $1.2 million and $9.0 million was available
under the terms of the Company's  revolving  credit facility.  In addition,  the
Company  expects to receive $0.8 million in diagnostic  testing  instrumentation
surcharges as a result of the sale of its EIA and FIAX Product Lines.



                                        7

<PAGE>



                               BIOWHITTAKER, INC.
                           PART II. OTHER INFORMATION



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

         (a) Exhibits

             11.   Statement  regarding  Computation of Per Share Net Income for
                   the three months ended January 31, 1997.

             27.   Summary financial information from interim consolidated
                   statement of income and consolidated balance sheet for the
                   three months ended January 31, 1997. 

         (b) Reports on Form 8-K:

                    No  reports  on Form 8-K were  filed for the  quarter  ended
                    January 31, 1997.


                                        8

<PAGE>




                                   SIGNATURES


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



                                       BIOWHITTAKER, INC.


Date:                                  By  /S/PHILP L. ROHRER, JR.
------------------------                  ------------------------------
                                          Philip L. Rohrer, Jr., Vice President
                                               (Principal Financial Officer)




                                        9

<PAGE>



                               BIOWHITTAKER, INC.
                                  EXHIBIT INDEX

                                                                Sequentially
Exhibit No.           Description                               Numbered Page
-----------           -----------                               -------------

11                   Computation of Per Share Net Income              11

27                   Financial Data Schedule                          12



                                       10

<PAGE>





                                                                    Exhibit 11

                               BIOWHITTAKER, INC.
                       COMPUTATION OF PER SHARE NET INCOME
                  (Dollars in thousands, except per share data)


                                                           For the Three Months
                                                             Ended January 31,
                                                             -----------------
                                                            1997          1996
                                                            ----          ----
Earnings

Net Income/(Loss).....................................    $ 1,267     $ (1,959)
                                                           =======     ========

Average Common and Common Equivalent Shares (in 000)

  Weighted average number of common 
     shares outstanding................................    10,759       10,759

  Dilutive Effect of Options and Warrants:

  Stock options included under treasury stock method...       122           96
  Proportional interest rights of Anasco GmbH..........        22           22
                                                          -------       ------
Total..................................................    10,903       10,877
                                                          ========      =======
Net Income/(Loss)Per Share.............................   $ 0 .12      $ (0.18)
                                                          ========      =======




Unaudited
Note:Net income per share determined on a fully diluted basis is not 
     materially different from primary net income per share shown above.



                                       11