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                       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 [NO FEE REQUIRED]

                  For the Quarterly Period Ended March 31, 1998
                                                        OR
    (  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
         For the transition period from _________ to _________
                           Commission File No. 0-20111

                          ARONEX PHARMACEUTICALS, INC.
             (Exact name of Registrant as specified in its charter)

        Delaware                                     76-0196535
(State or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)

          8707 Technology Forest Place, The Woodlands, Texas 77381-1191
               (Address of principal executive office) (Zip Code)
       Registrant's telephone number, including area code: (281) 367-1666

         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.

          Class                                Outstanding at March 31, 1998
Common Stock, $.001 par value                        15,467,281 shares

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<PAGE>




                          ARONEX PHARMACEUTICALS, INC.
                         Quarterly Period March 31, 1998

                                      INDEX


                                                                            Page

Factors Affecting Forward Looking Statements.................................. 3

PART I.  Financial Information



                                                                                
Item 1   Financial Statements................................................. 3

         Balance Sheets - December 31, 1997 and March 31, 1998 
         (unaudited).................................. ....................... 4

         Statements of Operations:
           Three Months Ended March 31, 1997 and March 31, 1998
           (unaudited) and for the Period from Inception 
           (June 13, 1986) through March 31, 1998 (unaudited)................. 5

         Statements of Cash Flows:
           Three Months Ended March 31, 1997 and March 31, 1998
           (unaudited) and for the Period from Inception 
           (June 13, 1986) through March 31, 1998 (unaudited)................. 6

         Notes to Financial Statements - March 31, 1998....................... 7

Item 2   Management's Discussion and Analysis of Financial
           Condition and Results of Operations................................ 9


PART II. Other Information

Item 6   Exhibits and Reports on Form 8-K.................................... 11


SIGNATURES        ........................................................... 12


                                                      - 2-

<PAGE>


                          ARONEX PHARMACEUTICALS, INC.
                          (A development stage company)

Factors Affecting Forward-Looking Statements

         This   Quarterly   Report  on  Form  10-Q   includes   "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
words  "anticipate,"  "believe,"  "expect,"  "estimate,"  "project"  and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks, uncertainties and assumptions.  Should one or more
of these risks or uncertainties  materialize,  or should underlying  assumptions
prove  incorrect,  actual results may vary  materially  from those  anticipated,
believed,  expected,  estimated or projected.  For additional discussion of such
risks, uncertainties and assumptions, see "Item 1. Business - Manufacturing," "-
Sales and Marketing," "Patents,  Proprietary Rights and Licenses," "- Government
Regulation," "- Competition"  and "- Additional  Business Risks" included in the
Company's  Annual Report on Form 10-K for the year ended  December 31, 1997, and
"Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations"  and "- Liquidity and Capital  Resources"  included  elsewhere in
this report.

PART I.           FINANCIAL INFORMATION

Item 1.  Financial Statements

     The following unaudited financial statements have been prepared pursuant to
the rules and  regulations of the Securities  and Exchange  Commission.  Certain
information  and  note  disclosures   normally   included  in  annual  financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted pursuant to those rules and regulations, although
the Company  believes that the disclosures  made herein are adequate to make the
information presented not misleading.  These financial statements should be read
in  conjunction  with the financial  statements  for the year ended December 31,
1997  included in the  Company's  Annual  Report on Form 10-K for the year ended
December  31,  1997,  filed  pursuant  to Section 13 or 15(d) of the  Securities
Exchange Act of 1934.

     The  information  presented in the  accompanying  financial  statements  is
unaudited,  but in the opinion of management,  reflects all  adjustments  (which
include only normal  recurring  adjustments)  necessary  to present  fairly such
information.




                                                      - 3-

<PAGE>

<TABLE>
                          ARONEX PHARMACEUTICALS, INC.
                          (A development stage company)

                                 BALANCE SHEETS
                  (All amounts in thousands, except share data)


                                     ASSETS
<CAPTION>

                                                                   March 31,
                                                    December 31,  (Unaudited)
                                                        1997          1998     
                                                        ----          ----     
<S>                                                 <C>            <C>

Current Assets:
   Cash and cash equivalents...................... $    2,029      $   3,306
   Short-term investments.........................     17,783         17,235
   Accounts receivable............................        100             --
   Prepaid expenses and other assets..............        474            825
                                                   ----------      ---------
        Total current assets......................     20,386         21,366

Long-term investments.............................     10,142          5,111
Furniture, equipment and leasehold improvements, 
     net..........................................      1,107          2,099
Deposits..........................................        490             --
                                                   ----------      ---------
        Total assets.............................. $   32,125      $  28,576
                                                   ==========      =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued expenses.......... $    1,977      $   3,135
   Accrued payroll................................        554            743
   Advance from Genzyme...........................      2,000          2,000
   Current portion of notes payable...............        191             95
   Current portion of obligations under capital
     leases...................                             18             18
                                                   ----------      ---------
        Total current liabilities.................      4,740          5,991

Long-term liabilities:
   Obligations under capital leases, net of
     current portion..............................          6              3
                                                   ----------      ---------
        Total long-term liabilities...............          6              3

Commitments and contingencies

Stockholders' equity:
   Preferred stock $.001 par value, 5,000,000 
     shares authorized, none issued and 
     outstanding..................................        --             --
   Common stock $.001 par value, 30,000,000 shares 
     authorized, 15,459,166 and 15,467,281 shares 
     issued and outstanding, respectively.........         15             15
   Additional paid-in capital.....................     96,606         96,609
   Common stock warrants..........................        967            967
   Treasury stock.................................        (11)           (11)
   Deferred compensation..........................       (907)          (796)
   Unrealized loss on investments.................        (87)           (87)
   Deficit accumulated during development stage...    (69,204)       (74,115)
                                                     --------      ---------
        Total stockholders' equity................     27,379         22,582
                                                     --------      ---------
   Total liabilities and stockholders' equity.....  $  32,125      $  28,576
                                                     ========      =========
</TABLE>


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

                                                      - 4-

<PAGE>


                          ARONEX PHARMACEUTICALS, INC.
                          (A development stage company)
<TABLE>


                            STATEMENTS OF OPERATIONS
             (All amounts in thousands, except loss per share data)
                                   (Unaudited)


<CAPTION>


                                                                                                       
                                                                                                       Period from
                                                                                                        Inception
                                                                                                         (June 13,
                                                                           Three Months Ended             1986)
                                                                                March 31,                through
                                                                                                         March 31,  
                                                                         1997              1998            1998
                                                                   ------------      ------------      -----------
<S>                                                               <C>               <C>               <C>    
Revenues:
   Interest income..........................................       $        592      $        417      $     5,998
   Research and development grants and contracts............                286               103            5,153
                                                                   ------------      ------------      -----------
        Total revenues......................................                878               520           11,151
                                                                   ------------      ------------      -----------

Expenses:
   Research and development.................................              3,485             4,522           57,657
   Purchase of in-process research and development..........                 --                --           11,625
   General and administrative...............................                456               904           14,708
   Interest expense and other...............................                 30                 5            1,276
                                                                   ------------      ------------      -----------
        Total expenses......................................              3,971             5,431           85,266
                                                                   ------------      ------------      -----------

Net loss....................................................       $     (3,093)     $     (4,911)     $   (74,115)
                                                                   ============      ============      ===========

Basic and diluted loss per share............................       $      (0.21)     $      (0.32)
                                                                   ============      ============

Weighted average shares used in computing basic and
   diluted loss per share...................................             14,620            15,461

</TABLE>



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

                                                      - 5-

<PAGE>


                          ARONEX PHARMACEUTICALS, INC.
                          (A development stage company)

                            STATEMENTS OF CASH FLOWS
                           (All amounts in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                                   Period from
                                                                                                                    Inception
                                                                                                                 (June 13, 1986)
                                                                                      Three Months Ended             through
                                                                                           March 31,                March 31,
                                                                                    1997            1998               1998
                                                                              ------------      ------------      -------------
<S>                                                                          <C>                <C>               <C>
Cash flows from operating activities:
   Net loss. . . . . . ................................................       $     (3,093)     $     (4,911)     $     (74,115)
   Adjustments to reconcile net loss to net cash provided by
     (used in) operating activities-
        Depreciation and amortization..................................                259               169              4,195
        Loss (gain) on disposal of assets..............................                 --                (2)               198
        Compensation expense related to stock and stock options........                193               111              3,347
        Charge for purchase of in-process research and development.....                 --                --             11,547
        Unrealized loss on investment..................................                (31)               --                (87)
        Acquisition costs, net of cash received........................                 --                --               (270)
        Loss in affiliate..............................................                 --                --                500
        Changes in assets and liabilities:
           Increase in prepaid expenses and other assets...............               (587)             (351)              (640)
           Decrease in accounts receivable.............................                 78               100                 --
           Increase in accounts payable and accrued expenses...........                249             1,347              3,805
           Increase in deferred revenue................................                 --                --               (353)
        Accrued interest payable converted to stock....................                 --                --                 97
                                                                              ------------      ------------       ------------
                  Net cash used in operating activities................             (2,932)           (3,537)           (51,776)

Cash flows from investing activities:
   Net sales (purchases) of investments................................              1,876             5,579            (16,611)
   Purchase of furniture, equipment and leasehold improvements.........                (93)           (1,165)            (5,286)
   Proceeds from sale of assets........................................                 --                 6                 60
   Deposits   .........................................................                 --               490                 --
   Investment in affiliate.............................................                 --                --               (500)
                                                                              ------------      ------------       ------------
                  Net cash provided by (used in) investing activities..              1,783             4,910            (22,337)

Cash flows from financing activities:
   Proceeds from notes payable.........................................                 --                --              4,672
   Repayment of notes payable and principal payments under capital
     lease obligations.................................................                (63)              (99)            (2,557)
   Purchase of treasury stock..........................................                 --                --                (11)
   Proceeds from issuance of stock.....................................                 80                 3             75,317
                                                                              ------------      ------------       ------------
                  Net cash provided by (used in) financing activities..                 17               (96)            77,419
                                                                              ------------      ------------       ------------

Net increase (decrease) in cash and cash equivalents...................             (1,132)            1,277              3,306
Cash and cash equivalents at beginning of period.......................              4,179             2,029                 --
                                                                              ------------      ------------       ------------

Cash and cash equivalents at end of period.............................       $      3,047      $      3,306       $      3,306
                                                                              ============      ============       ============
Supplemental disclosures of cash flow information:
   Cash paid during the period for interest............................       $         20      $          5       $        544
Supplemental schedule of noncash financing activities:
   Conversion of notes payable and accrued interest to common stock           $         --      $         --       $      3,043
</TABLE>

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

                                                      - 6-

<PAGE>


                          ARONEX PHARMACEUTICALS, INC.
                          (A development stage company)

                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1998
                                   (Unaudited)

1.   Organization and Basis of Presentation

     Aronex  Pharmaceuticals,  Inc. ("Aronex  Pharmaceuticals" or the "Company")
was  incorporated  in  Delaware  on  June  13,  1986  and  merged  with  Triplex
Pharmaceutical   Corporation  ("Triplex")  and  Oncologix,   Inc.  ("Oncologix")
effective  September  11,  1995 (the  "Mergers").  Aronex  Pharmaceuticals  is a
development stage company which has devoted  substantially all of its efforts to
research  and product  development  and has not yet  generated  any  significant
revenues,  nor is  there  any  assurance  of  significant  future  revenues.  In
addition,  the Company  expects to continue to incur losses for the  foreseeable
future  and  there  can be no  assurance  that the  Company  will  complete  the
transition  from a  development  stage  company to  successful  operations.  The
research and  development  activities  engaged in by the Company  involve a high
degree of risk and  uncertainty.  The  ability of the  Company  to  successfully
develop,  manufacture and market its proprietary products is dependent upon many
factors.  These factors include, but are not limited to, the need for additional
financing,   attracting  and  retaining  key  personnel  and  consultants,   and
successfully  developing  manufacturing,  sales and  marketing  operations.  The
Company's  ability to develop these  operations may be impacted by uncertainties
related  to  patents  and  proprietary  technologies,  technological  change and
obsolescence,  product  development,  competition,  government  regulations  and
approvals,  health care reform,  third-party reimbursement and product liability
exposure.  Additionally,  the Company is reliant upon collaborative arrangements
for research,  contractual agreements with corporate partners, and its exclusive
license  agreements with M.D.  Anderson Cancer Center ("MD Anderson").  Further,
during the period required to develop these  products,  the Company will require
additional  funds which may not be available to it. The Company expects that its
existing cash resources will be sufficient to fund its cash requirements through
mid-1999.  Accordingly,  there  can  be no  assurance  of the  Company's  future
success.

     The  balance  sheet  at  March  31,  1998  and the  related  statements  of
operations  and cash flows for the three month periods ending March 31, 1998 and
1997 and the period from  inception  (June 13, 1986)  through March 31, 1998 are
unaudited. These interim financial statements should be read in conjunction with
the December 31, 1997  financial  statements  and related  notes.  The unaudited
interim financial  statements  reflect all adjustments which are, in the opinion
of management, necessary for a fair statement of results for the interim periods
presented and all such  adjustments are of a normal  recurring  nature.  Interim
results are not necessarily indicative of results for a full year.

2.   Accounting Policies

     The Company has adopted Statement of Financial Accounting Standards No. 130
("SFAS 130"), Reporting Comprehensive Income. SFAS 130 requires the reporting of
comprehensive  income in addition to net income from  operations.  Comprehensive
income  is a  more  inclusive  financial  reporting  methodology  that  includes
disclosure  of certain  financial  information  that  historically  has not been
recognized in the  calculation  of net income.  Comprehensive  income (loss) was
$(3,124,000)  and  $(4,911,000)  for the three  months  ended March 31, 1997 and
1998, respectively.

3.   Cash, Cash Equivalents and Investments

     Cash and cash  equivalents  include money market  accounts and  investments
with an original  maturity of less than three  months.  At March 31,  1998,  all
short-term  investments are held to maturity securities consisting of high-grade
commercial paper and U.S.  Government backed securities with a carrying value of
$17,235,000,   which   approximates  fair  market  value  and  cost.   Long-term
investments  include (i) held to maturity  securities  consisting  of high-grade
commercial  paper that  mature  over one to two years  with a carrying  value of
$3,500,000,  which  approximates  fair market value and cost, and (ii) available
for sale  securities  which are U.S.  mortgage  backed  securities  with various
maturity  dates  over the next  several  years  that have an  amortized  cost of
$1,698,000,  a fair market value of $1,611,000  and a gross  unrealized  loss of
$87,000 at March 31, 1998. The Company currently has no trading securities.
<PAGE>

4.   Federal Income Taxes

     At  December  31,  1997,   the  Company  had  net  operating  loss  ("NOL")
carryforwards  for federal income tax purposes of  approximately  $79.0 million.
The Tax  Reform  Act of 1986  provided  a  limitation  on the use of NOL and tax
credit  carryforwards  following  certain ownership changes that could limit the
Company's  ability  to  utilize  these NOLs and tax  credits.  Accordingly,  the
Company's  ability to  utilize  the above NOL and tax  credit  carryforwards  to
reduce future taxable income and tax liabilities may be limited.  As a result of
the merger with Triplex and Oncologix, a change in control as defined by federal
income tax law occurred,  causing the use of these  carryforwards  to be limited
and possibly  eliminated.  Additionally because United States tax laws limit the
time during which NOLs and the tax credit  carryforwards  may be applied against
future taxable income and tax  liabilities,  the Company may not be able to take
full advantage of its NOLs and tax credit  carryforwards  for federal income tax
purposes.  The carryforwards will begin to expire in 2001 if not otherwise used.
Due to the possibility of not reaching a level of profitability  that will allow
for the utilization of the Company's deferred tax assets, a valuation  allowance
has been  established  to offset these tax assets.  The Company has not made any
federal income tax payments since inception.


                                                      - 8-

<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

Results of Operations

     Overview

     Since  its  inception  in  1986,  Aronex  Pharmaceuticals,   Inc.  ("Aronex
Pharmaceuticals"  or the "Company") has primarily  devoted its resources to fund
research, drug identification and development. The Company has been unprofitable
to date and expects to incur  operating  losses for the next several years as it
expends its  resources for product  research and  development,  preclinical  and
clinical testing and regulatory compliance. The Company has sustained net losses
of  approximately  $74.1  million from  inception  through  March 31, 1998.  The
Company has  primarily  financed  its research and  development  activities  and
operations  through public and private  offerings of  securities.  The Company's
operating  results have fluctuated  significantly  during each quarter,  and the
Company  anticipates  that such  fluctuations,  largely  attributable to varying
commitments and  expenditures  for clinical trials and research and development,
will continue for the next several years.

     Three Month Periods Ended March 31, 1997 and 1998

     Interest income on cash, cash  equivalents and investments was $417,000 and
$592,000 for the three months ended March 31, 1998 and 1997,  respectively.  The
decrease of $175,000  was  primarily  due to a decrease of funds  available  for
investment in 1998.

     Revenues from research and  development  grants and contracts were $103,000
and $286,000 for the three months ended March 31, 1998 and 1997, respectively, a
decrease of $183,000.  In the first  quarter of 1997,  research and  development
revenue was composed of (i) $150,000 in revenue from the initiation of a license
agreement with Boehringer Mannheim GmbH and (ii) $136,000 in development revenue
from Targeted Genetics, Incorporated ("Targeted"). The three year agreement with
Targeted ended in the second quarter of 1997.  Research and development  revenue
for the first quarter of 1998  represents  Small  Business  Innovative  Research
("SBIR") grant revenue relating to Zintevir(TM).

     Research and  development  expenses were $4,522,000 in the first quarter of
1998  compared  to  $3,485,000  in the first  quarter of 1997.  The  increase of
$1,037,000  was  primarily  due to (i) an  increase  of  $1,094,000  in clinical
investigation  cost, the majority of which relates to the Company's lead product
NYOTRAN(TM)  and (ii) an increase of $318,000 in medical  affairs  salaries  and
payroll  costs  as  the  number  of  personnel  in  this  department   increased
significantly.   These  increases  were  partially   offset  by  a  decrease  of
approximately $400,000 in research expenses in the first quarter of 1998.

     General and  administrative  expenses were $904,000 in the first quarter of
1998 and $456,000 in the first  quarter of 1997,  an increase of $448,000.  This
increase was  primarily due to (i) an increase of $384,000 in salary and payroll
costs and (ii) an  increase  of $40,000 in business  travel  relating  mainly to
business development activities. Several new positions have been added since the
first  quarter of 1997,  including a Vice  President of  Marketing  and Business
Development  in the third quarter of 1997 and a Chief  Executive  Officer in the
fourth quarter of 1997.  Additionally,  the Company's President, who resigned in
January 1998,  is entitled to certain  severance  payments in accordance  with a
termination and severance agreement with the Company.  These severance payments,
which continue  through January 1999,  were recorded as compensation  expense in
the first quarter of 1998.

     Interest  expense was $5,000 and $30,000 for the three  months  ended March
31,  1998 and 1997,  respectively.  The $25,000  decrease  in  interest  expense
resulted  primarily  from a decrease in the balance of notes payable and capital
leases which were obtained to finance furniture and equipment.

     Net  loss  for  the  first  quarter  of 1998  increased  by  $1,818,000  to
$4,911,000  in the first quarter of 1998,  compared to $3,093,000  for the first
quarter  of 1997,  due  mainly  to the  increase  in  research  and  development
expenses. The majority of research and development expenses related to advancing
the Company's two lead products, NYOTRAN(TM) and ATRAGEN(R) .

                                                      - 9-

<PAGE>



Liquidity and Capital Resources

     Since its  inception,  the Company's  primary  source of cash has been from
financing  activities,  which  have  consisted  primarily  of  sales  of  equity
securities.  The Company has raised an  aggregate of  approximately  $75 million
from the sale of equity securities from its inception through March 31, 1998. In
July 1992, the Company raised net proceeds of approximately $10.7 million in the
initial  public  offering of its Common Stock.  In September  1993,  the Company
entered into a collaborative  agreement with Genzyme relating to the development
and  commercialization  of  ATRAGEN(R)  , in  connection  with which the Company
received  net  proceeds of  approximately  $4.5  million from the sale of Common
Stock to Genzyme. In November 1993 and May 1996, the Company raised net proceeds
of approximately $11.5 and $32.1 million,  respectively,  in public offerings of
Common  Stock.  From October 1995 through March 31, 1998,  the Company  received
aggregate  net  proceeds of  approximately  $6.5  million  from the  exercise of
certain warrants issued in its 1995 merger with Oncologix. Prior to the Mergers,
Triplex  had  raised  $22.0  million  from sales of equity  securities  and $7.5
million from  collaborative  agreements  and SBIR grants,  of which $6.7 million
remained as cash,  cash-equivalents and investments at the effective time of the
Mergers.  From its inception  until March 31, 1998, the Company also received an
aggregate of $4.8 million cash from collaborative arrangements and SBIR grants.

     The Company's primary use of cash to date has been in operating  activities
to fund research and  development,  including  preclinical  studies and clinical
trials, and general and administrative  expenses.  Cash of $2.9 million and $3.5
million was used in operating  activities  during the first  quarter of 1997 and
1998,  respectively.  The Company had cash,  cash-equivalents and short-term and
long-term  investments  of  $25.7  million  as of  March  31,  1998,  consisting
primarily of cash and money market accounts and U.S.  government  securities and
investment grade corporate bonds.

     The Company has experienced  negative cash flows from operations  since its
inception  and  has  funded  its   activities  to  date  primarily  from  equity
financings. The Company has expended, and will continue to require,  substantial
funds to continue research and development,  including  preclinical  studies and
clinical trials of its products,  and to commence sales and marketing efforts if
Federal Drug  Administration  and other regulatory  approvals are obtained.  The
Company expects that its existing  capital  resources will be sufficient to fund
its capital requirements through mid-1999.  Thereafter, the Company will need to
raise  substantial  additional  capital to fund its  operations.  The  Company's
capital  requirements  will  depend on many  factors,  including  the  problems,
delays,  expenses and complications  frequently encountered by development stage
companies;  the progress of the  Company's  research,  development  and clinical
trial  programs;  the  extent and terms of any  future  collaborative  research,
manufacturing,  marketing or other funding arrangements; the costs and timing of
seeking regulatory approvals of the Company's products; the Company's ability to
obtain  regulatory  approvals;  the success of the Company's sales and marketing
programs;  costs of filing,  prosecuting  and defending and enforcing any patent
claims  and  other  intellectual  property  rights;  and  changes  in  economic,
regulatory  or  competitive   conditions  in  the  Company's  planned  business.
Estimates  about the adequacy of funding for the Company's  activities are based
on certain  assumptions,  including the  assumption  that testing and regulatory
procedures  relating to the  Company's  products  can be  conducted at projected
costs.  There can be no  assurance  that changes in the  Company's  research and
development plans, acquisitions,  or other events will not result in accelerated
or unexpected expenditures. To satisfy its capital requirements, the Company may
seek to raise  additional  funds in the public or private capital  markets.  The
Company's  ability to raise  additional  funds in the public or private  markets
will be  adversely  affected if the  results of its  current or future  clinical
trials are not  favorable.  The  Company  may seek  additional  funding  through
corporate collaborations and other financing vehicles. There can be no assurance
that any such funding will be available to the Company on favorable  terms or at
all. If adequate funds are not available, the Company may be required to curtail
significantly one or more of its research or development  programs, or it may be
required to obtain funds through arrangements with future collaborative partners
or others that may require  the Company to  relinquish  rights to some or all of
its  technologies  or  products.  If the  Company  is  successful  in  obtaining
additional  financing,  the  terms of such  financing  may have  the  effect  of
diluting or adversely affecting the holdings or the rights of the holders of the
Company's Common Stock.



                                                      - 10-

<PAGE>



PART II.          OTHER INFORMATION




Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits

         10.1     Employment Termination and  Severance Agreement  dated January
                  15, 1998, between the Company and James. M. Chubb.

         10.2     Consulting  Agreement  dated  January  1,  1998,  between  the
                  Company and Gabriel Lopez- Berestein.

         10.3     Consulting  Agreement dated April 1, 1998, between the Company
                  and Roman Perez-Solar.

         11.1     Statement regarding computation of per share earnings.

         27.1     Financial data schedule.

     (b) Reports on Form 8-K

         None


                                                      - 11-

<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.



                                    ARONEX PHARMACEUTICALS, INC.




Dated:   May 11, 1998               By:/S/GEOFFREY F. COX
                                       ------------------
                                    Geoffrey F. Cox, Ph.D.
                                    Chief Executive Officer







Dated:   May 11, 1998               By:/S/TERANCE A. MURNANE
                                       ---------------------
                                    Terance A. Murnane
                                    Controller
                                    (Principal Financial and Accounting Officer)


                                                      - 12-