<PAGE>   1
                                 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 quarterly period ended        JUNE 30, 1997
                                            -------------------------

                                       OR

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
        EXCHANGE ACT OF 1934
 
              For the transition period from              to
                                              -----------    ----------

               COMMISSION FILE NUMBER:                0-19651
                                      ------------------------------------------


                         MAGAININ PHARMACEUTICALS INC.
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                                        <C>
                   DELAWARE                                                             13-3445668
(State or other jurisdiction of incorporation of organization)             (I.R.S. Employer Identification No.)
</TABLE>


          5110 CAMPUS DRIVE,  PLYMOUTH MEETING, PENNSYLVANIA,   19462
             (Address of principal executive offices and Zip Code)

                               (610) - 941 - 4020
              (Registrant's telephone number, including area code)


                          --------------------------
  (Former name, former address and former fiscal year, if changed since last
                                    report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.                 YES [ x ]     NO [   ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

    COMMON STOCK,  $.002 PAR VALUE - 19,365,218 SHARES  (AUGUST 11, 1997)
<PAGE>   2
                         MAGAININ PHARMACEUTICALS INC.




                                     INDEX



<TABLE>
<CAPTION>
                                                                                                   PAGE
<S>                                                                                                 <C>
PART I -    FINANCIAL INFORMATION

   ITEM 1.     FINANCIAL STATEMENTS
                                                                                                   
               Unaudited Balance Sheets as of June 30, 1997 and                                    
               December 31, 1996  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
                                                                                                   
               Unaudited Statements of Operations for the three and six months                     
               ended June 30, 1997 and 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
                                                                                                   
               Unaudited Statements of Cash Flows for the six months ended                         
               June 30, 1997 and 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
                                                                                                   
               Notes to Unaudited Financial Statements  . . . . . . . . . . . . . . . . . . . . .    4
                                                                                                   
                                                                                                   
   ITEM 2.     Management's Discussion and Analysis of Financial Condition                         
               and Results of Operations  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
                                                                                                  


PART II -   OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
</TABLE>
<PAGE>   3
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                         MAGAININ PHARMACEUTICALS INC.

                                 BALANCE SHEETS
                                  (unaudited)

                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                     June 30,                December 31,
                                                                       1997                     1996       
                                                                   ------------           -----------------
<S>                                                                 <C>                      <C>
              ASSETS
Current assets:
  Cash and cash equivalents   . . . . . . . . . . . .               $      685               $    2,072
  Short-term investments  . . . . . . . . . . . . . .                   26,462                   31,268
  Prepaid expenses and other current assets   . . . .                      567                      454
                                                                    ----------               ----------
         Total current assets . . . . . . . . . . . .                   27,714                   33,794
Fixed assets, net . . . . . . . . . . . . . . . . . .                    2,969                    2,506
Long-term investments . . . . . . . . . . . . . . . .                    3,999                       --
Other assets    . . . . . . . . . . . . . . . . . . .                       72                       76
                                                                    ----------               ----------
         Total assets . . . . . . . . . . . . . . . .               $   34,754               $   36,376
                                                                    ==========               ==========

         LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses   . . . . . .               $    4,880               $    5,145
  Note payable - current  . . . . . . . . . . . . . .                      500                      250
  Equipment lease obligations - current   . . . . . .                       95                      123
                                                                    ----------               ----------
         Total current liabilities  . . . . . . . . .                    5,475                    5,518
Note payable - long term  . . . . . . . . . . . . . .                      500                      750
Equipment lease obligations - long term . . . . . . .                       --                       38
Deferred rent . . . . . . . . . . . . . . . . . . . .                      111                      127
                                                                    ----------               ----------
         Total liabilities  . . . . . . . . . . . . .                    6,086                    6,433
                                                                    ----------               ----------

Commitments, contingencies and other matters
Stockholders' equity:
  Preferred stock -- $.001 par value; shares authorized
  -9,211, none issued  . . . . . . . . . . . . . . .                        --                       --
  Common stock -- $.002 par value; shares authorized
  -45,000;  shares issued and outstanding
  -19,365 and 19,364   . . . . . . . . . . . . . . .                        39                       39
  Additional paid-in capital  . . . . . . . . . . . .                  125,143                  125,134
  Unrealized gain on investments    . . . . . . .                           14                       13
  Accumulated deficit   . . . . . . . . . . . . . . .                  (96,528)                 (95,243)
                                                                    ----------               ----------
              Total stockholders' equity  . . . . . .                   28,668                   29,943
                                                                    ----------               ----------

              Total liabilities and stockholders' equity            $   34,754               $   36,376
                                                                    ==========               ==========
</TABLE>

  See accompanying notes to unaudited financial statements.





                                       1
<PAGE>   4
                         MAGAININ PHARMACEUTICALS INC.


                            STATEMENTS OF OPERATIONS
                                  (unaudited)

                    (in thousands, except per share amounts)



<TABLE>
<CAPTION>
                                                  Three Months Ended              Six Months Ended
                                                       June 30,                       June 30,
                                                  1997           1996           1997           1996   
                                               ----------     ----------     ----------     ----------
<S>                                            <C>            <C>            <C>            <C>
Contract revenue  . . . . . . . . .            $  5,038       $     38       $ 10,075       $      75

Costs and expenses:
  Research and development  . . . .               5,830          5,978         10,537          12,082
  General and administrative  . . .                 784            789          1,649           1,589
                                               --------       --------       --------       ---------
                                                  6,614          6,767         12,186          13,671
                                               --------       --------       --------       ---------

Loss from operations  . . . . . . .              (1,576)        (6,729)        (2,111)        (13,596)

Interest income . . . . . . . . . .                 428            508            870           1,102
Interest expense  . . . . . . . . .                 (22)            (5)           (44)            (10)
                                               --------       --------       ---------      --------- 

Net loss  . . . . . . . . . . . . .            $ (1,170)      $ (6,226)      $ (1,285)      $ (12,504)
                                               ========       ========       =========      ========= 

Net loss per share  . . . . . . . .            $   (.06)      $   (.36)      $   (.07)      $    (.73)
                                               ========       ========       =========      ========= 

Weighted average
  shares outstanding  . . . . . . .              19,365         17,108         19,364          17,084
</TABLE>



See accompanying notes to unaudited financial statements.





                                       2
<PAGE>   5
                         MAGAININ PHARMACEUTICALS INC.


                            STATEMENTS OF CASH FLOWS
                                  (unaudited)

                                 (In thousands)


<TABLE>
<CAPTION>
                                                                                Six Months
                                                                                   Ended
                                                                                  June 30,        
                                                                        --------------------------
                                                                        1997                  1996  
                                                                      --------              --------
<S>                                                                  <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss  . . . . . . . . . . . . . . . . . . . . . . .            $ (1,285)          $  (12,504)

  Adjustments to reconcile net loss to
    net cash used in operating activities:
         Depreciation and amortization  . . . . . . . . .                 454                  250
         Deferred rent  . . . . . . . . . . . . . . . . .                 (16)                  (7)
         (Increase) in prepaid expenses and other assets                 (109)                (143)
         Increase (decrease) in accounts payable
          and accrued expenses  . . . . . . . . . . . . .                (265)               1,821
                                                                     --------           ----------

         Net cash used in operating activities  . . . . .              (1,221)             (10,583)
                                                                     --------           ---------- 

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of investments  . . . . . . . . . . . . . . .             (31,657)              (9,227)
  Proceeds from maturities and sales of investments   . .              32,465               20,949
  Capital expenditures  . . . . . . . . . . . . . . . . .                (917)                (602)
                                                                     --------           ---------- 

         Net cash provided by (used in) investing
            activities  . . . . . . . . . . . . . . . . .                (109)              11,120 
                                                                     --------           ---------- 

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on capitalized equipment leases  . . . . . . .                 (66)                 (76)
  Proceeds from sale of stock and
    exercise of options and warrants  . . . . . . . . . .                   9                  365
                                                                     --------           ----------

         Net cash provided by (used in)
            financing activities  . . . . . . . . . . . .                 (57)                 289
                                                                     --------           ----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS  . .              (1,387)                 826

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD  . . . .               2,072                1,880
                                                                     --------           ----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD  . . . . . . .            $    685           $    2,706
                                                                     ========           ==========
</TABLE>



See accompanying notes to unaudited financial statements.





                                       3
<PAGE>   6
                         MAGAININ PHARMACEUTICALS INC.


                         NOTES TO FINANCIAL STATEMENTS
                                  (unaudited)



A)   BASIS OF PRESENTATION

         The accompanying condensed financial statements do not include all of
     the information and footnote disclosures normally included in financial
     statements prepared in accordance with generally accepted accounting
     principles, but in the opinion of management, contain all adjustments
     (which consist of only normal recurring adjustments) necessary for a fair
     presentation of such financial information.  Results of operations for
     interim periods are not necessarily indicative of those to be achieved for
     full fiscal years.

         The condensed financial statements should be read in conjunction with
     the audited financial statements as of December 31, 1996 and for the year
     then ended, included in the Company's 1996 Annual Report on Form 10-K,
     filed with the Securities and Exchange Commission.

B)   ACCOUNTS PAYABLE AND ACCRUED EXPENSES

         Accounts payable and accrued expenses consist of the following (in
     thousands):

<TABLE>
<CAPTION>
                                                               June 30,                   December 31,
                                                                 1997                        1996 
                                                                ------                      ------
         <S>                                                  <C>                         <C>
         Accounts payable                                       $  190                      $  176
         Clinical trial costs                                      647                         720
         Manufacturing development costs                         3,270                       3,426
         Preclinical costs                                         130                         269
         Professional fees                                         149                         200
         Accrued compensation and benefits                         408                           4
         Other                                                      86                         350
                                                                ------                      ------
                                                                $4,880                      $5,145
</TABLE>


C)   COLLABORATIVE AGREEMENTS

         In February 1997, the Company entered into a development, supply and
     distribution





                                       4
<PAGE>   7
     agreement (the "Agreement") in North America with SmithKline Beecham
     ("SB") for Cytolex(TM).  SB has paid the Company $10 million under this
     Agreement, and may make additional payments to Magainin of up to $22.5
     million, upon the occurrence of certain product milestones.  SB will also
     fund a percentage of any development expenses for any additional
     indications for Cytolex(TM).  Upon the commencement of commercial sales by
     SB, Magainin will be responsible for the supply of Cytolex(TM) and SB will
     be responsible for the marketing and sales of Cytolex(TM).  Magainin will
     receive certain percentages of SB sales revenues under agreed upon terms. 
     The Agreement also gives SB the right to negotiate for rights to another
     Magainin product development candidate, under certain terms and
     conditions.

D)   NEW ACCOUNTING PRONOUNCEMENTS

        In February 1997, the Financial Accounting Standards Board issued FAS
     No. 128, "Earnings per Share," which is effective for financial statements
     for fiscal years ending after December 15, 1997.  This statement
     simplifies the standards for computing earnings per share previously found
     in APB Opinion No. 15 and makes them comparable to international EPS
     standards.  The Company intends to adopt FAS No. 128 for its fiscal year
     ending December 31, 1997; early adoption is not permitted.  The Company
     does not expect that the effect of adopting FAS No. 128 will be material.





                                       5
<PAGE>   8
ITEM 2.

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS




     This report contains, in addition to historical information, statements by
     the Company with regard to its expectations as to financial results and
     other aspects of its business that involve risks and uncertainties and may
     constitute forward looking statements within the meaning of the Private
     Securities Litigation Reform Act of 1995.  Such statements reflect
     management's current views and are based on certain assumptions.  Actual
     results could differ materially from those currently anticipated as a
     result of a number of factors, including, but not limited to, the risks
     and uncertainties discussed under "Management's Discussion and Analysis of
     Financial Condition and Results of Operations" contained herein and under
     Item 1 of the Company's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1996 as filed with the Securities and Exchange
     Commission.

GENERAL

         The Company is a biopharmaceutical company engaged in the development
of breakthrough medicines for serious diseases.  The Company's lead product
development compound is Cytolex(TM), a topical anti-infective intended for the
treatment of infection in diabetic foot ulcers.  The Company is also conducting
preclinical research on an aminosterol class of compounds.  One such compound,
squalamine, is being evaluated in cancer.  The Company is also conducting
research efforts in the genomics of asthma.

         Since commencing operations in 1988, the Company has not generated any
sales revenue, and has received nominal amounts of revenue from contracts and
grants.  The Company has funded operations primarily from the proceeds of
public and private placements of securities.  The Company has incurred net
losses in each year since its inception, and expects to incur additional losses
for the next several years.  The Company expects that losses will fluctuate
from quarter to quarter, and that such fluctuations may be substantial.  At
June 30, 1997, the Company's accumulated deficit was approximately $96,528,000.





                                       6
<PAGE>   9
RESULTS OF OPERATIONS

REVENUES

         The Company has received no revenue from product sales.  Revenues
recorded have consisted principally of revenues recognized under collaborations
with corporate partners.  The Company recorded revenue of $5,000,000 in the
quarter ended June 30, 1997, reflecting the receipt of a milestone payment
under the development, supply and distribution agreement entered into in
February, 1997 with SmithKline Beecham for Cytolex(TM).  For the six month
period ended June 30, 1997, the Company recorded revenues of $10,000,000 under
this arrangement.  The Company also recorded revenues of $37,000 in the second
quarter of 1997 and 1996 in connection with a collaborative arrangement with
Abbott Laboratories ("Abbott") in the nutritional field.

         The Company does not expect to realize additional milestone revenues
in 1997 from its arrangement with SmithKline Beecham.  The Company anticipates
that its revenues from operations will be limited for the foreseeable future.

RESEARCH AND DEVELOPMENT EXPENSES

         Research and development expenses have decreased for the three and six
month periods ended June 30, 1997, as compared to the same periods a year ago,
due principally to the completion of clinical testing of Cytolex(TM) in early
1997, partially offset by an increase in preclinical development activities.

         In September 1996, the Company announced results of its initial
pivotal trial of Cytolex(TM) for the treatment of infection in diabetic foot
ulcers, and in March 1997 the Company reported results from a second such
pivotal trial.  The clinical trials conducted for Cytolex(TM) yielded
substantial data.  Such additional data includes information relating to the
primary endpoints for the studies, as well as data relating to patient subgroup
analysis, wound healing, side effects, and secondary endpoints of the study,
including microbiological results.  Although the Company believes its two
pivotal trials of Cytolex(TM) yielded successful results, there can be no
assurance that the United States Food and Drug Administration ("FDA") will
concur with the Company's analysis in this regard.  Furthermore, the submission
to FDA of any application for product approval, and the review by FDA of such
application, will require additional time to complete manufacturing activities
and stability studies, which additional time may be significant.

         Significant development work is necessary to scale-up the
manufacturing process for the Company's products to those levels necessary for
a profitable commercial product.  The Company contracts with third parties for
these development activities, and for the procurement of material for clinical
and preclinical testing, and such expenses, including those for Cytolex(TM),
amounted to $2,333,000 and $4,197,000 for the three and six month





                                       7
<PAGE>   10
periods ended June 30, 1997 as compared to $2,235,000 and $4,223,000 for the
same periods a year ago.

         The Company is working with Abbott with regard to the manufacture of
bulk Cytolex(TM).  The Company's current arrangement with Abbott provides for
the development by Abbott of a chemical process to manufacture bulk Cytolex(TM)
on a commercial scale, for the production of bulk Cytolex(TM), and for Abbott
to perform those activities necessary to submit a Drug Master File to the FDA
in support of any filing for marketing approval of Cytolex(TM).  The
arrangement with Abbott provides for cash payments by the Company through early
1998 aggregating approximately $17,180,000, as well as the issuance by the
Company to Abbott of up to 500,000 shares of its common stock and the
obligation to pay a royalty on future sales of Cytolex(TM).  Through June 30,
1997, the Company has paid Abbott approximately $12,180,000 under this
arrangement.  Stock issuances by the Company to Abbott will result in a charge
to earnings, representing the fair value of the shares when issued.  The
Company issued 125,000 shares of common stock to Abbott in October 1995,
resulting in a charge to earnings of $1,250,000 in 1995.  Future stock
issuances are related to the achievement by Abbott of contractual performance
milestones which could begin to occur during 1997.  Substantial additional
funds will also be required to continue manufacturing development efforts
beyond the term of this current arrangement.

         The level of the Company's research and development expenses in future
periods will depend upon the success of the development efforts for
Cytolex(TM), and the progress of other research programs at the Company.
Expenses relating to the development of Cytolex(TM) are expected to continue to
be significant in future periods principally as a result of the Company's
ongoing manufacturing development program, partially offset by a decline in
clinical trial costs related to Cytolex(TM).  The Company also expects, in
future periods, increased development expenses relating to its aminosterol and
asthma programs.

GENERAL AND ADMINISTRATIVE EXPENSES

         General and administrative expenses have consisted principally of
personnel costs and professional fees.  The Company expects general and
administrative expenses to increase in future periods as the Company's level of
activities increase.

OTHER EXPENSES/INCOME

         The decrease in interest income in the three and six month periods
ended June 30, 1997 as compared to the same periods a year ago is principally
due to decreased investment balances.





                                       8
<PAGE>   11
         Interest expense consists primarily of interest under the Company's
credit facility, and the interest component of capital equipment leases.  The
Company borrowed $1,000,000 under a credit facility in late 1996, resulting in
increased interest expense in the three and six month periods ended June 30,
1997 as compared to the same periods a year ago.

         The Company expects to conduct, over the next several years,
significant research, preclinical development, clinical testing and
manufacturing development activities which, together with projected general and
administrative expenses, are expected to result in continued losses,
particularly due to the extended time period before the Company expects to
commercialize any products.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

         Cash and investments were approximately $31,146,000 at June 30, 1997
as compared to $33,340,000 at December 31, 1996.  The primary use of cash was
to finance the Company's operations.  Net cash used in operating activities was
$1,221,000 and $10,583,000 for the six months ended June 30, 1997 and 1996,
respectively.

         Since inception, the Company has funded its operations primarily from
the proceeds of public and private placements of securities, including
$17,080,000 raised from its initial public offering in December 1991,
$21,469,000 raised from a public offering completed in February 1993,
$18,023,000 raised from a private placement of common stock completed in
October 1993, $32,627,000 raised from a public offering completed in August
1995, and $11,932,000 raised from a private placement completed in August 1996,
as well as contract and grant revenues, interest income and lease and debt
financing.

         Capital expenditures increased to $917,000 in the six months ended
June 30, 1997, principally reflecting equipment purchases.

         Accounts payable and accrued expenses decreased to $4,880,000 at June
30, 1997 as compared to $5,145,000 at December 31, 1996, due principally to
payments made under certain manufacturing development arrangements.  The
Company expects that liability balances will continue to decrease in future
periods as certain of these obligations are satisfied.

         The Company believes that its existing capital resources will enable
it to meet operating needs into 1998.  However, the Company's capital
requirements may change due to numerous factors, including, the progress of the
Company's research and development programs, manufacturing development
activities, regulatory approvals, competitive and technological advances, the
commercial viability of the Company's products, the terms of collaborative
arrangements, if any, entered into by the Company, and other factors, many of
which are beyond the Company's control.  The Company will





                                       9
<PAGE>   12
require substantial additional funds to continue its research and development
programs and to commercialize potential products.  The Company intends to seek
such funds through a combination of future offerings of securities and
collaborative arrangements with third parties, and regularly explores
alternatives in this regard.  There can be no assurance that future funding
will be available to the Company or, if available, will be obtainable on terms
favorable to the Company.  The receipt of funding from corporate partners, if
any, will depend largely on the progress of research and development programs.
If the Company does not enter into appropriate collaborations, or is not able
to raise sufficient funds from the periodic sale of securities, the Company
will be required to delay or eliminate expenditures for certain of its
potential products, including Cytolex(TM), or to enter into collaborations with
third parties to commercialize potential products or technologies that the
Company would otherwise seek to develop itself, or to seek other arrangements.

         In February 1997, the Company entered into a development, supply and
distribution agreement (the "Agreement") in North America with SmithKline
Beecham ("SB") for Cytolex(TM).  SB has paid the Company $10 million under this
Agreement, and may make additional payments to Magainin of up to $22.5 million
upon the occurrence of certain product milestones.  SB will also fund a
percentage of any development expenses for any additional indications for
Cytolex(TM).  Upon the commencement of commercial sales by SB, Magainin will be
responsible for the supply of Cytolex(TM) and SB will be responsible for the
marketing and sales of Cytolex(TM).  Magainin will receive certain percentages
of SB sales revenues under agreed upon terms.  The Agreement also gives SB the
right to negotiate for rights to another Magainin product development
candidate, under certain terms and conditions.

         The Company's capital expenditure requirements will depend upon
numerous factors, including the success of Cytolex(TM) and the progress of the
Company's other research and development programs, the time and cost required
to obtain regulatory approvals, the ability of the Company to enter into
additional collaborative arrangements, the demand for products based on the
Company's technology, if and when such products are approved, and possible
acquisitions of products, technologies and companies.  The Company had no
significant capital commitments as of June 30, 1997.

         The Company contracts with third parties for the manufacture of
materials.  There are a limited number of companies currently able to produce
materials on the scale which the Company expects to require to commercialize
its compounds.  There can be no assurance that qualified outside contractors
will be available to manufacture materials for the Company, or do so at costs
which are affordable by the Company.  The Company is currently dependent upon
Abbott for the production of bulk Cytolex(TM), and, as described above, Abbott
is currently conducting certain manufacturing development activities.  The
Company and Abbott have agreed that, upon completion of such activities, they
will negotiate in good faith a supply agreement for the Company's worldwide
supply needs of Cytolex(TM).  In the event that this agreement is not entered
into, or Abbott does not





                                       10
<PAGE>   13
otherwise continue to manufacture Cytolex(TM), the Company's timeline to
commercialize Cytolex(TM) would be adversely affected, and the Company would
need to spend substantial funds on securing other manufacturing arrangements or
building a manufacturing infrastructure, and licensing applicable manufacturing
related technology from such contract manufacturer.

         The Company also expects to conduct significant manufacturing
development activities for its other products under development.  The Company
is currently working with outside contractors for the chemical production of
its aminosterol compounds.  The Company expects to expend significant resources
in the chemical synthesis of these compounds, and there can be no assurance
that these efforts will be successful.

         The Company's dependence on third parties for manufacturing may
adversely affect operating results as well as the Company's ability to develop
and deliver products on a timely and competitive basis.  Significant progress
in scale-up and manufacturing development efforts will be required to enable
the Company to manufacture and sell Cytolex(TM) on a profitable basis.  No
assurance can be given that a cost-effective manufacturing process can be
developed, or that any such process would be approved by the FDA, or that the
Company, Abbott, or others will be able to manufacture Cytolex(TM) or any of
the Company's other proposed products on a commercially viable basis.

         Prior to marketing, any drug developed by the Company must undergo
rigorous preclinical and clinical testing and an extensive regulatory approval
process mandated by the FDA and similar foreign authorities.  These processes
can take years to complete and require the expenditure of substantial
resources.  The time required for completing such testing and obtaining such
approvals is uncertain, and ultimately, approval may not be obtained.  Even if
a product were to receive marketing approval, there can be no assurance that
the Company will be able to successfully and profitably manufacture, market and
distribute the product.  To attempt to limit risks in this process, the Company
seeks to broaden its technology base through internal basic research,
collaborations and strategic relationships.

         The Company believes that patent and other proprietary rights are
important to its business, and in this regard, files applications as
appropriate for patents covering potential products and processes.  The Company
may be required to expend substantial funds to protect any such patents against
infringement or to determine the priority of inventions in interference
proceedings.  If patents are issued to other parties that contain claims that
are interpreted to cover any of the Company's proposed products, there can be
no assurance that the Company would be able to obtain licenses to such patents
at a reasonable cost, if at all, or be able to develop or obtain alternative
technology.  Failure by the Company to obtain a patent on, or license to use,
any technology required to commercialize its proposed products would have a
material adverse impact on the Company.





                                       11
<PAGE>   14
         Under license agreements, the Company will owe royalties on sales of
certain of its proposed products.  Additionally, certain of these agreements
also provide that if the Company elects not to pursue the commercial
development of any licensed technology, or does not adhere to an acceptable
schedule of commercialization, then the Company's exclusive rights to such
technology would terminate.


                                    PART II

                               OTHER INFORMATION



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

     The Company's annual meeting of stockholders was held on May 7, 1997.  At
this meeting, stockholders of the Company approved the election of seven (7)
directors.

     The number of votes cast for, and withheld from, each nominee is set forth
below.

<TABLE>
<CAPTION>
                                                                  For                Withheld
                                                                  ---                --------
         <S>                                                   <C>                    <C>
         Jay Moorin                                            16,860,201             61,757
         Michael A. Zasloff, M.D., Ph.D.                       16,885,201             36,757
         Bernard Canavan, M.D.                                 16,883,701             38,257
         Zola P. Horovitz, Ph.D.                               16,883,701             38,257
         Charles A. Sanders, M.D.                              16,880,191             41,767
         Robert F. Shapiro                                     16,885,201             36,757
         James B. Wyngaarden, M.D.                             16,880,691             41,267
</TABLE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                        NONE





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<PAGE>   15
                                   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.



                                           MAGAININ PHARMACEUTICALS INC.
                                           (REGISTRANT)
                                           
                                           
                                           
                                           
                                           
DATE:  AUGUST 11, 1997                      /S/    JAY MOORIN                 
                                           -----------------------------------
                                           JAY MOORIN
                                           CHAIRMAN, PRESIDENT &
                                            CHIEF EXECUTIVE OFFICER
                                           
                                           
                                           
                                            /S/    MICHAEL R. DOUGHERTY       
                                           -----------------------------------
                                           MICHAEL R. DOUGHERTY
                                           EXECUTIVE VICE PRESIDENT AND
                                            CHIEF FINANCIAL OFFICER





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