<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 SEPTEMBER 30, 1996

                                       OR

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

              For the transition period from _________ to _________


COMMISSION FILE NUMBER: 0-19651


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


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

            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 - 19,357,479 SHARES (NOVEMBER 11, 1996)


<PAGE>   2
                          MAGAININ PHARMACEUTICALS INC.
                          (a development stage company)



                                      INDEX



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

  ITEM 1.   FINANCIAL STATEMENTS
<S>                                                                                    <C>
            Unaudited Statements of Operations for the three and nine months
            ended September 30, 1996 and 1995 and for the period June 29,
            1987 (Inception) to September 30, 1996....................................  1
         
         
            Unaudited Balance Sheets as of September 30, 1996 and December 31, 
            1995......................................................................  2
         
         
            Unaudited Statements of Cash Flows for the nine months ended
            September 30, 1996 and 1995 and for the period June 29, 1987
            (Inception) to September 30, 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........................................................... 11

SIGNATURES............................................................................ 13

EXHIBIT INDEX......................................................................... 14
</TABLE>


<PAGE>   3
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS



                          MAGAININ PHARMACEUTICALS INC.
                          (a development stage company)

                            STATEMENTS OF OPERATIONS
                                   (unaudited)

                  (in thousands, except for per share amounts)


<TABLE>
<CAPTION>
                                          Three Months Ended               Nine Months Ended           June 29, 1987
                                             September 30,                   September 30,             (Inception) to
                                         1996            1995             1996           1995        September 30, 1996
                                       --------        --------        --------        ---------     ------------------
Revenues:
<S>                                    <C>             <C>             <C>             <C>              <C>      
   Related party contract ......       $     --        $     70        $     --        $     208        $   1,527
   Contract and government 
     grant......................             37             788             112              871            2,945
                                       --------        --------        --------        ---------        ---------

                                             37             858             112            1,079            4,472
                                       --------        --------        --------        ---------        ---------

Costs and expenses:
   Research and development ....          5,788           4,589          17,870           11,508           74,225
   General and administrative ..            789             720           2,378            2,150           19,402
   Charge for stock issuance
     relating to royalty 
     buy out....................          7,080              --           7,080               --            7,080
                                       --------        --------        --------        ---------        ---------
                                         13,657           5,309          27,328           13,658          100,707
                                       --------        --------        --------        ---------        ---------

Loss from operations ...........        (13,620)         (4,451)        (27,216)         (12,579)         (96,235)

Interest income ................            546             465           1,648            1,089            6,686
Interest expense ...............             (8)             (7)            (18)             (26)            (660)
                                       --------        --------        --------        ---------        ---------

Net loss .......................       $(13,082)       $ (3,993)       $(25,586)       $ (11,516)       $ (90,209)
                                       ========        ========        ========        =========        =========

Net loss per share .............       $   (.72)       $   (.26)       $  (1.47)       $    (.83)
                                       ========        ========        ========        =========

Weighted average
  shares outstanding ...........         18,209          15,081          17,459           13,913
</TABLE>


See accompanying notes to unaudited financial statements.


                                        1


<PAGE>   4
                          MAGAININ PHARMACEUTICALS INC.
                          (a development stage company)

                                 BALANCE SHEETS
                                   (unaudited)

                  (in thousands, except for per share amounts)

<TABLE>
<CAPTION>
                                                          September 30,     December 31,
                                                              1996              1995
                                                            ---------        ---------
               ASSETS
Current assets:
<S>                                                         <C>              <C>      
   Cash and cash equivalents ........................       $   1,366        $   1,880
   Short-term investments ...........................          38,627           32,270
   Prepaid expenses and other current assets ........             475              509
                                                            ---------        ---------
         Total current assets .......................          40,468           34,659
Fixed assets, net ...................................           2,301            1,476
Long-term investments ...............................              --            9,516
Other assets ........................................              76               76
                                                            ---------        ---------
         Total assets ...............................       $  42,845        $  45,727
                                                            =========        =========

         LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable and accrued expenses ............       $   7,021        $   4,080
   Equipment lease obligations - current ............             130              150
                                                            ---------        ---------
         Total current liabilities ..................           7,151            4,230
Note payable ........................................             500               --
Equipment lease obligations - long term .............              66              161
Deferred rent .......................................             131              143
                                                            ---------        ---------
         Total liabilities ..........................           7,848            4,534
                                                            ---------        ---------

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
- 19,357 and 17,052 .................................              39               34
Additional paid-in capital ..........................         125,156          105,662
Deficit accumulated during the development stage ....         (90,209)         (64,623)
Unrealized gain on investments ......................              11              120
                                                            ---------        ---------
         Total stockholders' equity .................          34,997           41,193

         Total liabilities and stockholders' equity..       $  42,845        $  45,727
                                                            =========        =========
</TABLE>


See accompanying notes to unaudited financial statements.


                                        2


<PAGE>   5
                          MAGAININ PHARMACEUTICALS INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                 (In thousands)

<TABLE>
<CAPTION>
                                                                               Nine Months
                                                                                 Ended                
                                                                              September 30,            June 29, 1987
                                                                        ------------------------       (Inception) to
                                                                          1996            1995       September 30, 1996
                                                                        --------        --------     ------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                     <C>             <C>             <C>       
   Net loss .....................................................       $(25,586)       $(11,516)       $ (90,209)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
         Fair value of stock, options and warrants
              issued ............................................          7,080              --            8,829
         Depreciation and amortization ..........................            428             333            3,612
         Deferred rent ..........................................            (12)             (3)             131
         (Increase) decrease in prepaid expenses and other assets             34             (88)            (666)
         Increase in accounts payable
          and accrued expenses ..................................          2,941             836            7,021
                                                                        --------        --------        ---------

             Net cash used in operating activities ..............        (15,115)        (10,438)         (71,282)
                                                                        --------        --------        ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of investments .....................................        (24,883)        (47,332)        (179,716)
   Proceeds from maturities and sales of investments ............         27,933          26,354          141,098
   Capital expenditures .........................................         (1,253)           (136)          (3,794)
                                                                        --------        --------        ---------

             Net cash provided by (used in) investing
                activities ......................................          1,797         (21,114)         (42,412)
                                                                        --------        --------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from notes payable ..................................            500              --              500
   Payments on capitalized equipment leases .....................           (115)           (150)          (1,805)
   Proceeds from sale of stock and
     exercise of options and warrants ...........................         12,419          32,943          116,365
                                                                        --------        --------        ---------

             Net cash provided by
                financing activities ............................         12,804          32,793          115,060
                                                                        --------        --------        ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ............           (514)         (1,241)           1,366

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ................          1,880           2,550               --

CASH AND CASH EQUIVALENTS AT END OF PERIOD ......................       $  1,366        $  3,791        $   1,366
                                                                        ========        ========        =========

Supplemental disclosure of cash flow information:
   Cash paid during the period for interest .....................       $     18        $     26        $     409
</TABLE>



See accompanying notes to unaudited financial statements.


                                        3


<PAGE>   6
                          MAGAININ PHARMACEUTICALS INC.
                          (a development stage company)

                          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, 1995 and for the year
      then ended, included in the Company's 1995 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>
                                                   September 30,   December 31,
                                                       1996            1995
                                                       ----            ----

         <S>                                         <C>             <C>    
         Accounts payable                            $   216         $   290
         Clinical trial costs                          1,404           1,333
         Manufacturing development costs               3,963           1,865
         Preclinical costs                               485               -
         Professional fees                               173             334
         Deferred contract income                        125              87
         Accrued compensation and benefits               411              87
         Other                                           244              84
                                                     -------         -------
                                                     $ 7,021         $ 4,080
</TABLE>

C)    NOTE PAYABLE

         The Company has entered into a credit arrangement with a commercial 
      bank under which up to $1,000,000 may be borrowed to finance the 
      acquisition of equipment and the 


                                        4


<PAGE>   7
costs of improvements to the Company's leased facilities. Borrowings under this
credit facility bear interest at a rate of 8.5% for the three year term of the
loan. The loan provides for monthly interest payments, with principal payments
made in quarterly installments in the second and third year after borrowings.
Under this credit arrangement, any amounts outstanding shall become immediately
due and payable under certain circumstances, including the failure of the
Company to maintain certain minimum cash and investments balance, and financial
ratios.

         As of September 30, 1996, the Company had borrowed $500,000 under this
facility.

D)    STOCKHOLDERS' EQUITY

         Private Placement

         In August 1996, the Company completed a private placement of 1,556,763
shares of Common Stock, together with warrants to purchase an aggregate of
1,011,896 shares of Common Stock. Net proceeds to the Company were $11,950,000.

         The warrants are exercisable at $8.48 per share, and contain
provisions to decrease the exercise price, and increase the issuable shares,
under certain circumstances. Such circumstances include the issuance of shares
of Common Stock by the Company for a consideration per share less than the
exercise price of the warrants and the issuance by the Company of securities
convertible into shares of Common Stock for which the exercise or conversion
price is less than the exercise price of the warrants.  The warrant holders
also have a one-time right, in the event the average price of the Company's
Common Stock in any month prior to August 1999 falls below a certain level, to
reduce the exercise price of the warrants to 110% of such average price.
         
         Royalty Buy Out

         In September 1996, the Company issued 550,000 shares of Common Stock
in the buy out of royalties the Company would otherwise have owed on any sales
of MSI-78. Pursuant to this buy out, the Company's license for MSI-78 became
fully-paid and royalty free. The Company recorded a non-cash charge to earnings
of $7.1 million in the third quarter of 1996, relating to the value of such
issued shares.
         

                                        5


<PAGE>   8
ITEM 2.

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

GENERAL

         The Company commenced operations in 1988, and is engaged in the
development of breakthrough medicines for serious diseases. The Company isolates
and develops compounds from the host-defense systems of animals, and uses
molecular techniques such as gene identification to understand the pathogenesis
of disease. The Company's development efforts are focused on anti-infectives,
oncology and, pulmonary and allergic disorders. The Company has not generated
any sales revenue, and has received nominal amounts of revenue from contracts
and grants. The Company has incurred net losses in each year since its inception
and expects to incur substantial additional losses for the next several years.
At September 30, 1996, the Company's accumulated deficit was approximately
$90,209,000.

RESULTS OF OPERATIONS

         To date, the Company has received no revenue from product sales.
Revenues recorded to date have consisted principally of revenues recognized
under collaborations with corporate partners, and pursuant to Small Business
Innovative Research grants. Revenues in the 1996 periods have decreased as
compared to the 1995 periods due to the expiration of certain contractual
arrangements. The Company anticipates that its revenues from operations will be
limited for the foreseeable future.

         Research and development expenses consist principally of clinical and
preclinical testing expenses, manufacturing development expenses, personnel
costs and laboratory supplies. The Company's clinical and manufacturing
development expenses have increased in the 1996 periods as compared to the 1995
periods due principally to increasing costs associated with the Company's lead
product candidate, MSI-78. Preclinical expenses have also increased in the 1996
periods compared to the 1995 periods due to increasing activities associated
with the Company's other development programs, principally including its
aminosterol program and asthma program.

         In September 1996, the Company announced results of its initial
pivotal trial of MSI- 78 for the treatment of infection in diabetic foot
ulcers. Although the Company believes this trial yielded successful results,
there can be no assurance that the U. S. Food and Drug Administration ("FDA")
will concur with the Company's analysis in this regard. Additionally, the
Company's analysis of data from the study is continuing, particularly as it
relates to secondary endpoints for the study. The Company is currently
conducting a second required pivotal trial of MSI-78 for the treatment of
infection in diabetic foot ulcers. There can be no assurance that this trial
will be successful. Success in both pivotal trials will be required for the
submission of MSI-78 for review and approval by the FDA. Failure of MSI-78 to
show efficacy in human clinical
         
                                        6


<PAGE>   9
trials will have a material adverse effect on the Company. Furthermore, even if
such clinical testing is successful, 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.

         The Company contracts with third parties for the manufacture of
materials, and is working with Abbott Laboratories ("Abbott") with regard to the
manufacture of bulk MSI-78. The Company's arrangement with Abbott provides for
the development by Abbott of a chemical process to manufacture bulk MSI-78 on a
commercial scale, for the production of bulk MSI-78, 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 MSI-78. The arrangement with Abbott
provides for cash payments by the Company through early 1998 aggregating
approximately $12,900,000, 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 MSI-78. Through September 30, 1996, the Company has paid Abbott
approximately $6,500,000 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 the
three months ended December 31, 1995. Future stock issuances are related to the
achievement by Abbott of contractual performance milestones which could begin to
occur in 1997. Substantial additional funds will also be required to continue
manufacturing development efforts beyond the term of this current arrangement.

         The level of research and development expenses in future periods will
depend upon the success of the MSI-78 clinical program, and the progress of
other research programs at the Company. Expenses relating to the development of
MSI-78 are expected to continue to be significant in future periods principally
as a result of the Company's on-going manufacturing development program with
Abbott, and the carrying on of the second clinical trial, as described above.
The Company also expects increased research and development expenses relating to
its aminosterol and asthma programs.

         General and administrative expenses consist principally of personnel
costs and professional fees, and increased in the 1996 periods as compared to
the 1995 periods due principally to increases in personnel related costs. The
Company expects general and administrative expenses to increase in future
periods to the extent that the Company's level of activities increases.

         The Company recorded in the third quarter of 1996 a non-cash charge to
earnings of $7.1 million, representing the fair value of 550,000 shares of
Common Stock issued by the Company in a buy out of royalties which the Company
would otherwise have owed on any sales of MSI-78.


                                        7


<PAGE>   10
         The increase in interest income in the three and nine month periods
ended September 30, 1996 as compared to the 1995 periods is due to an increase
in investment balances, and higher realized rate of returns.

         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 and increasing
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 $39,993,000 at September 30,
1996 as compared to $43,666,000 at December 31, 1995. The primary use of cash
was to finance the Company's operations. 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 completed in October 1993,
$32,627,000 raised from a public offering completed in August 1995, and
$11,950,000 raised from a private placement completed in August 1996, as well as
contract and grant revenues, interest income and lease and debt financing.

         The increase in fixed assets at September 30, 1996 principally reflects
an expansion of the Company's leased facility.

         Accounts payable and accrued expenses increased to approximately
$7,021,000 at September 30, 1996 as compared to approximately $4,080,000 at
December 31, 1995, due principally to expenses incurred for manufacturing
development efforts and clinical testing of MSI-78. The Company expects a
decrease in accounts payable and accrued expenses in future periods as certain
of these liabilities are satisfied.

         In the third quarter of 1996, the Company borrowed $500,000 under a
credit facility.

         The Company will require substantial additional funds to continue its
research and development programs and to commercialize any potential products.
The Company intends to seek funds for the further development of MSI-78, and for
other projects, 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. The receipt of funding from corporate partners, if
any, will depend largely on the progress of research and development programs.


                                        8


<PAGE>   11
         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 MSI-78, or to license third parties to
commercialize potential products or technologies that the Company would
otherwise seek to develop itself, or to seek other arrangements.

         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 intends to file applications as
appropriate for patents covering both its potential products, and processes that
have been licensed or developed by the Company. 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.

         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.

         The Company's capital expenditure requirements will depend upon
numerous factors, including the success of MSI-78 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.


                                        9


<PAGE>   12
         There can be no assurance that the Company's products can be
manufactured at a cost which is commercially viable. The Company contracts with
third parties for the manufacture of materials. There are a limited number of
companies which are 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 MSI-78, 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 MSI-78. In the event that
this agreement is not entered into, or Abbott does not otherwise continue to
manufacture MSI-78, the Company's timeline to commercialize MSI-78 would be
adversely affected, and the Company may 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.

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

        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 the following sections of Item 1 of the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995 as filed with the Securities and Exchange Commission: "Synthesis
Technology; Manufacturing;" "Product Development and Research Programs;"
"Government Regulation;" "Additional Regulatory Issues;" "Patents and
Proprietary Rights; Licensed Technology;" "Competition" and "Product Liability
and Insurance."

                                       10


<PAGE>   13
                                     PART II

                                OTHER INFORMATION

        ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      The following is a list of exhibits filed as part of
                           this Quarterly Report on Form 10-Q. Where so
                           indicated by footnote, exhibits which were previously
                           filed are incorporating by reference. For exhibits
                           incorporated by reference, the location of the
                           exhibit in the previous filing is indicated
                           parenthetically, together with a reference to the
                           filing indicated by footnote.

                           Exhibit  Number

                           10.26    Form of Purchase Agreement, dated as of
                                    August 6, 1996, between the Company and the
                                    purchasers thereto, relating to the issuance
                                    by the Company of units consisting of shares
                                    of the Company's Common Stock and Warrants
                                    to purchase shares of the Company's Common
                                    Stock. (Exhibit 10.1)(1)

                           10.27    Form of Warrant, dated as of August 6, 1996,
                                    to purchase shares of the Company's Common
                                    Stock. (Exhibit 10.2)(1)

                           10.28    Stock Issuance Agreement, dated as of
                                    October 1, 1996, between the Company and
                                    Houghten Pharmaceuticals, Inc. (Exhibit
                                    10.1)(2)

                           10.29    Stock Issuance Agreement, dated as of
                                    October 1, 1996, between the Company and The
                                    Scripps Research Institute. (Exhibit
                                    10.2)(2)

                           10.30    Second Amendment to License Agreement
                                    effective as of October 1, 1996, by and
                                    between Multiple Peptide Systems, Inc. and
                                    the Company.


--------------------------------------------------
(1)      Filed as an Exhibit to Registration Statement No. 333-09927 on Form S-3
         filed with the Securities and Exchange Commission on August 9, 1996.

(2)      Filed as an Exhibit to Registration Statement No. 333-14555 on Form S-3
         filed with the Securities and Exchange Commission on October 21, 1996.


                                       11


<PAGE>   14
                  (b)      Reports on Form 8-K

                                    A report on Form 8-K (Item 5 - Other Events)
                                    was filed with the Securities and Exchange
                                    Commission on September 25, 1996, reporting
                                    the results of the Company's initial,
                                    pivotal Phase III clinical trial of MSI-78.

                                    A report on Form 8-K (Item 5 - Other Events)
                                    was filed with the Securities and Exchange
                                    Commission on September 26, 1996, reporting
                                    that the Company had reached agreement with
                                    Multiple Peptide Systems, Inc., a subsidiary
                                    of Houghten Pharmaceuticals, Inc., and The
                                    Scripps Research Institute, relating to the
                                    buy out of royalties which the Company would
                                    otherwise have owed on any sales of MSI-78.


                                       12


<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:  NOVEMBER 11, 1996                    /S/    JAY MOORIN
                                           ----------------------------
                                           JAY MOORIN
                                           CHAIRMAN, PRESIDENT &
                                            CHIEF EXECUTIVE OFFICER



                                            /S/    MICHAEL R. DOUGHERTY
                                           ----------------------------
                                           MICHAEL R. DOUGHERTY
                                           EXECUTIVE VICE PRESIDENT AND
                                            CHIEF FINANCIAL OFFICER


                                       13


<PAGE>   16
                                  EXHIBIT INDEX




Exhibit                                                                   Page
Number                              Document                              Number
------               ------------------------------------------           ------
                                                                            


10.30                Second Amendment to License Agreement,
                     effective as of October 1, 1996, by and
                     between Multiple Peptide Systems, Inc. and
                     the Company.
                 
                 
                                       14