SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                                 AMENDMENT NO. 1

(Mark one)

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

For the period ended March 31, 1999.

|_|   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:                                                 0-16128

                              TUTOGEN MEDICAL, INC.
             (Exact name of registrant as specified in its charter)

           Florida                                                59-3100165
(State or other Jurisdiction of                                (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

1719 Route 10, Suite 314, Parsippany, New Jersey                       07054
(Address of Principal Executive Offices)                             (Zip Code)

Registrant's telephone number, including area code:              (973) 359-8444

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

Securities registered pursuant to Section 12(g) of the Act:

   Common Stock, par value $.01
      (Title of Class)              (Name of Each Exchange on Which Registered)

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 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|_|.

As of April 30, 1999 there were outstanding 10,715,714 shares of Tutogen
Medical, Inc. Common Stock, par value $0.01.


<PAGE>

                     TUTOGEN MEDICAL, INC. AND SUBSIDIARIES

                                      INDEX

                          Purpose of Amendment No. 1                         1

PART I.                   Financial Information.

              ITEM 1.     Financial Statements.

                          Consolidated Balance Sheets - March 31,            2
                          1999 and September 30, 1998.

                          Consolidated Statements of                         3
                          Operations for the three and six
                          months ended March 31, 1999 and 1998.

                          Consolidated Statements of Cash  Flows for         4
                          the six months ended March 31, 1999 and 1998.

                          Notes to Consolidated Financial Statements.        5

              ITEM 2.     Management's Discussion and  Analysis              7
                          of Financial Condition and Results
                          of Operations.

PART II.                  Other Information.

              ITEM 4.     Submission of Matters to a Vote of Security-
                          Holders.                                           10

              ITEM 6.     Exhibits and Reports on Form 8-K

        SIGNATURES                                                           11

<PAGE>

                     TUTOGEN MEDICAL, INC. AND SUBSIDIARIES

                        PURPOSE OF AMENDED FORM 10-QSB/A

The Amended Form 10-QSB/A for the second quarter ended March 31, 1999 is being
filed to correct the accounting treatment of the conversion of the Company's
Convertible Debenture and accrued interest and expenses of approximately
$2,162,000 into 4,600,507 shares of common stock. In consideration of the
agreement to convert in advance of maturity, the Company issued to its
institutional investor 149,334 common shares as prepayment for one year's
interest on the Debenture.

The value of the additional shares was previously charged to additional paid-in
capital. The corrected accounting treatment reflects a loss on the conversion of
$187,000 and has been included as a charge against the profit and loss for the
second quarter ended March 31, 1999.

The revised net loss for the second quarter ended March 31, 1999 is $405,000
versus the previously reported loss of $218,000. The revised net loss for the
first six months ended March 31, 1999 is $506,000 versus the previously reported
net loss of $319,000.


                                            1
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

                     TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

                                                      (unaudited)    (audited)
                                                       March 31,   September 30,
                                                          1999          1998
                                                      -----------  -------------
ASSETS

Current Assets
    Cash and cash equivalents                           $   287       $   357
    Accounts receivable                                   1,508         1,685
    Inventories                                           4,321         4,435
    Other current assets                                    393           173
                                                        -------       -------
                                                          6,509         6,650

Property, plant and equipment, net                        2,712         2,995

Intangible and other assets, net                            382           596
                                                        -------       -------
TOTAL ASSETS                                            $ 9,603       $10,241
                                                        =======       =======

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
    Accounts payable                                    $   711       $ 1,010
    Accrued interest                                        118           189
    Other accrued expenses                                1,021           953
    Revolving credit arrangements                           644           895
    Current portion of long-term debt                       120           162
                                                        -------       -------
                                                          2,614         3,209

Other Liabilities
    Long-term debt                                        1,477         3,644
    Other long-term obligations                              15            17

Shareholders' Equity                                      5,497         3,371
                                                        -------       -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY              $ 9,603       $10,241
                                                        =======       =======

See accompanying Notes to Financial Statements

                                       2

<PAGE>

                     TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands except per share data)

<TABLE>
<CAPTION>
                                         Three Months Ended March 31,     Six Months Ended March 31,
                                         ----------------------------    ----------------------------
                                             1999            1998            1999            1998
                                         ------------    ------------    ------------    ------------
<S>                                      <C>             <C>             <C>             <C>
OPERATING REVENUES
          Revenue                        $      2,769    $      1,968    $      5,281    $      3,916
          Cost of revenue                       1,640           1,095           3,098           2,261
                                         ------------    ------------    ------------    ------------

             Gross margin                       1,129             873           2,183           1,655

OPERATING EXPENSES
         General and administrative               600             474           1,055             863
         Distribution and marketing               590             371           1,006             665
         Research and development                 124              58             206             124
         Depreciation and amortization            124             173             248             356
                                         ------------    ------------    ------------    ------------
                                                1,438           1,076           2,515           2,008

Operating loss                                   (309)           (203)           (332)           (353)

Other income                                     (138)           (241)           (151)           (255)
Loss on conversion of debt                        187              --             187              --
Interest expense                                   47              83             138             180
                                         ------------    ------------    ------------    ------------
                                                   96            (158)            174             (75)

Net loss before income taxes                     (405)            (45)           (506)           (278)

Income taxes                                       --              --              --              --
                                         ------------    ------------    ------------    ------------

NET LOSS                                 $       (405)   $        (45)   $       (506)   $       (278)
                                         ============    ============    ============    ============

Average common shares outstanding          10,625,520       5,313,832       7,972,909       4,867,482
                                         ============    ============    ============    ============

Net loss per share                       $      (0.04)   $      (0.01)   $      (0.06)   $      (0.06)
                                         ============    ============    ============    ============
</TABLE>

See accompanying Notes to Consolidated Financial Statements


                                       3
<PAGE>
                     TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

                                                      Six Months Ended March 31,
                                                      --------------------------
                                                        1999              1998
                                                      -------           -------

Cash flows from operating activities
Net loss                                              $  (506)          $  (278)
Adjustments to reconcile net loss to net cash
  used in operating activities:
  Depreciation and amortization                           403               637
  Loss on conversion of debt                              187                --
  Changes in assets and liabilities:
     Accounts receivable                                  177               106
     Inventories                                          114              (821)
     Other current assets                                (220)              (97)
     Accounts payable and accrued liabilities             (20)              (40)
                                                      -------           -------
       Net cash provided by (used) in operating
         activities                                       135              (493)

Cash flows from investing activities
   Purchase of property, plant and equipment             (152)              (93)
                                                      -------           -------
      Net cash used in investing activities              (152)              (93)


Cash flows from financing activities
    Issuance of stock                                     408             4,185
    (Repayment of) proceeds from revolving credit
      arrangements                                       (200)           (3,886)
    (Repayment of) proceeds from long-term debt           (29)              381
                                                      -------           -------
         Net cash provided by financing activities        179               680


Effect of exchange rate changes on cash                  (232)             (115)

Net decrease in cash and cash equivalents                 (70)              (21)

Cash and cash equivalents at beginning of period          357               777
                                                      -------           -------

Cash and cash equivalents at end of period            $   287           $   756
                                                      =======           =======

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

Supplemental cash flow disclosures
      Interest paid                                   $    58           $   180
                                                      -------           -------

Schedule of noncash financing activities:
      Issuance of common stock in exchange for
          convertible long-term debt and
            accrued interest                          $ 2,349           $    --
      Issuance of common stock for interest               376                --
                                                      -------           -------
                                                      $ 2,725           $    --
                                                      =======           =======

See accompanying Notes to Consolidated Financial Statements


                                              4

<PAGE>

                     TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1998
                        (in thousands, except share data)

(1)   OPERATIONS AND ORGANIZATION

      Tutogen Medical, Inc. along with its consolidated subsidiaries ("the
      Company") processes, manufactures and distributes worldwide specialty
      surgical products and provides tissue processing services for neuro,
      orthopedic, cardiovascular, reconstructive and general surgical
      applications. The Company's core business is processing human donor tissue
      ("allografts") utilizing its patented Tutoplast(R) process for
      distribution to hospitals and surgeons.

(2)   SIGNIFICANT ACCOUNTING POLICIES

      The accompanying unaudited consolidated financial statements of the
      Company and the unaudited results of operations and cash flows for the
      three months ended March 31, 1999 and 1998 have been prepared in
      conformity with generally accepted accounting principles for interim
      financial reporting. Accordingly, they do not include all of the
      information and notes required by generally accepted accounting principles
      for complete financial statements. In the opinion of management, all
      adjustments necessary in order to make the financial statements not
      misleading have been made. Operating results for the three and six months
      ended March 31, 1999 are not necessarily indicative of the results which
      may be expected for the fiscal year ending September 30, 1999. The interim
      financial statements should be read in conjunction with the audited
      consolidated financial statements of the Company for the year ended
      September 30, 1998.

(3)   INVENTORIES

      Major classes of inventory at March 31, 1999 and September 30, 1998 were
      as follows:

                                                    March 31,     September 30,
                                                      1999              1998

            Raw materials                           $ 1,468           $ 1,473
            Work in process                           2,284             2,729
            Finished goods                            1,301             1,249

            Less reserves for obsolescence             (732)           (1,016)
                                                    -------          --------
                                                    $ 4,321          $  4,435
                                                    -------          --------


                                        5
<PAGE>

(4)   SHAREHOLDERS' EQUITY

      On January 28, 1999, one of the Company's institutional investors
      converted its Convertible Debenture and accrued interest and expenses
      (approximately $2,162) into 4,600,507 shares of the Company's common
      stock. In consideration of the agreement to convert, the Company issued to
      the investor 149,334 common shares as prepayment for one years interest on
      the Debenture and agreed to amend its outstanding Stock Purchase Warrants,
      totaling 1,353,957, by reducing the exercise price from $2.50 per share to
      $1.25 per share if such warrants are exercised prior to June 30, 2000,
      after which date such warrants shall revert to their initial terms. A loss
      on the conversion of $187,000 has been included in net income for the
      year.

      During the quarter ended March 31, 1999, this same institutional investor,
      a Director of the Company and a private investor purchased 300,000 Units,
      100,000 Units and 7,500 Units, respectively, at $1.00 per Unit, each Unit
      consisting of one common share of the Company and one Common Stock
      Purchase Warrant, expiring March 31, 2000, at an exercise price of $1.50
      per share.


                                        6

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (in thousands)

Results of Operations

Net Loss

Net loss for the three months ended March 31, 1999 totaled $405 or $0.04 per
share as compared to a net loss of $45 or $0.01 per share for the same period a
year ago. The net loss for the six months ended March 31, 1999 was $506 or $0.06
per share as compared to a net loss of $278 or $0.06 per share. The net losses
for the three and six months ended March 31, 1998 were reduced by the inclusion
of an up-front license fee of $200.

Revenue and Cost of Revenue

Revenue for the three months ended March 31, 1999 increased 41% to $2,769 from
$1,968 for the comparable period. The US operation has more than doubled its
revenue to $1,111 from $484 for the same period last year. This is a direct
result of its strategic alliances with the Mentor Corporation and IOP, Inc. and
a 78% increase in revenues on the Company's core neurosurgical business. The
International operation had a revenue increase of 10% from the same period last
year. The revenue for the six months ended March 31, 1999 increased 35% to
$5,281 from $3,916 for the comparable period. The revenues for the US operation
were $2,018 or a 135% increase from $859 for the same period last year. The
revenues for the International operation increased by 9% from the same period
last year.

Gross margins for the three months ended March 31, 1999 decreased to 41% from
44% for the comparable period last year. The gross margins for the six months
ended March 31, 1999 decreased to 41% from 42% for the comparable period last
year. The decrease was primarily attributable to an unfavorable mix of products
sold at both the US and International operations.

General and Administrative

General and administrative expenses increased 27% and 22% for the three and six
months ending March 31, 1999, respectively, from the comparable periods last
year. The increase was due primarily to an increase in legal, consulting and
travelling expenses.

Distribution and Marketing

Distribution and marketing expenses increased 59% and 51% for the three and six
months ending March 31, 1999, respectively, from the comparable periods last
year. The increase was primarily associated with the building of a direct sales
force in Germany and the costs associated with the introduction of a new product
line, Tutoplast(R) bovine pericardium.

Research and Development

Research and development expenses increased 114% and 66% for the three and six
months ending March 31, 1999, respectively, from the comparable periods last
year. The increase was due to the expansion of the R & D effort in Germany and
travelling and personnel costs to expand the tissue recovery sites in Europe.


                                        7
<PAGE>

Depreciation and Amortization

Depreciation and amortization decreased 28% and 30% for the three and six months
ending March 31, 1999, respectively, from the comparable periods last year. The
reduction in depreciation and amortization was attributed to an increase in
fully depreciated property, plant and equipment.

Interest Expense

Interest expense declined 43% and 23% for the three and six months ending March
31, 1999, respectively, from the comparable periods last year. Lower interest
was the direct result of capital restructurings completed during the quarter
ending December 31, 1997 and the recent conversion of $2,074 of long-term debt
to common stock at the end of January of 1999.

Liquidity and Capital Resources

At March 31, 1999 and September 30, 1998 the Company had working capital of
$3,895 and $3,441, respectively. The Company maintains revolving credit
facilities totaling DM 2,360 (approximately $1,400) with three German banks. At
March 31, 1999 the Company had borrowed $644 against these lines.

In the past the Company has relied upon its available working capital lines and
institutional investors to fund operational cash flow, when needed. During the
quarter ended March 31, 1999, one of the Company's institutional investors, a
Director of the Company and a private investor purchased 300,000 Units, 100,000
Units and 7,500 Units, respectively, at $1.00 per Unit, each Unit consisting of
one common share of the Company and one Common Stock Purchase Warrant, expiring
March 31, 2000, at an exercise price of $1.50 per share. In addition, the
Company is continuing to seek other investors to infuse additional capital into
the Company. While management believes that it will be successful in securing
new funding, there can be no assurances that it will be able to do so. Lack of
new funding along with the inability to increase processing revenues could
result in a curtailment of operations in the future.

The Company's ability to generate positive operational cash flow is dependent
upon increasing processing revenues through increased recoveries by tissue banks
in the U.S. and Europe, and the development of additional markets and surgical
applications worldwide. While the Company believes that it continues to make
progress in both these areas, there can be no assurances that changing
governmental regulations will not have a material adverse effect on results of
operations and cash flow.

Government Regulation

It has previously been reported in an SEC filing that the Food and Drug
Administration ("FDA") has raised a concern about the potential for transmission
of Creutzfeldt-Jacob Disease ("CJD") from one lot of Tutoplast(R) Dura Mater
processed by the Company in Germany before April 1994. The FDA and the Centers
for Disease Control and Prevention ("CDC") have investigated an incident in
which a patient who received a Tutoplast(R) Dura Mater transplant in 1992 was
diagnosed with CJD in 1998. Although there have been no other reports of disease
transmission associated with over 500,000 Tutoplast(R) Dura Mater transplants,
based on the investigation conducted by FDA and CDC, the Company cannot rule out
with absolute certainty at this time that Tutoplast(R) Dura Mater may have been
the possible cause of CJD in this incident.


                                        8
<PAGE>

Consequently, the Company has voluntarily recalled from the market all sizes and
lots of Tutoplast(R) Dura Mater processed in Germany before 1994 under the same
conditions as the lot that is the subject of FDA's concern. All sizes and lots
of Tutoplast(R) Dura Mater bearing an expiration date after April 1999 that were
processed by the Company's US operation at its facility in Alachua, Florida
since April 1994, under conditions that meet current United States and
International standards and regulatory requirements, are not involved. There has
been no recall requested by the German health authorities. However, they have
raised the regulatory requirements on dura mater. The Company will comply with
these new requirements.

While there have been no returns of product in the U.S., it will take several
weeks to comply with the new requirements in Germany. Meanwhile, the Company is
offering alternative tissues such as fascia lata and bovine pericardium to the
market. Nevertheless, the impact of the delay in supplies caused by the new
requirements on dura mater is estimated to be a loss of $350,000 in revenues and
reduced profits of $210,000 for the fiscal year.

Year 2000 Compliance

Management has recently become aware that one of the operating systems in the
International operations is not currently Year 2000 compliant. The International
operation is currently implementing a new operating system, which will encompass
the necessary amendments for the system to become Year 2000 compliant. The
implementation is expected to be completed by September 1999. The costs of the
Year 2000 upgrade are included in the overall implementation cost, and
therefore, are not separately identifiable.


                                    9
<PAGE>

PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security-Holders

      An annual Meeting of Stockholders was held on April 8, 1999. All
      management's nominees for director, as listed in the Proxy Statement for
      the Annual Meeting, were elected. Listed below are the matters voted on by
      stockholders and the number of votes cast at the Annual Meeting:

(a)   Election of seven members of the Board of Directors.

                                                                   Broker
                                           Voted      Votes      Non-Votes
      Name                    Voted For   Against    Withheld  and Abstentions
      ----                    ---------   -------    --------  ---------------
      G. Russell Cleveland    9,034,822      0         4,617          0
      Charles C. Dragone      9,035,122      0         4,317          0
      J. Harold Helderman     9,035,122      0         4,217          0
      Manfred Kruger          9,030,122      0         9,317          0
      Karl H. Meister         9,030,222      0         9,217          0
      Thomas W. Pauken        9,035,222      0         4,217          0
      Elroy G. Roelke         9,035,122      0         4,317          0

      (b)   Ratification of the appointment of Deloitte and Touche L.L.P. as
            independent auditors of the Company for the fiscal year ending
            September 30, 1999.

                  Voted For:              9,035,991
                  Voted Against:              1,795
                  Voted Abstained:            1,653
                  Broker Non-Votes                0

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

            Exhibits
            --------

            No. 27            Financial Data Schedule

            No reports on Form 8-K were filed by the Company during the quarter
            ended March 31, 1999.


                                       10
<PAGE>

                                   SIGNATURES

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

                                           Tutogen Medical, Inc.


Date: December 15, 1999                    /s/ Manfred Krueger
                                           -------------------
                                           President and Chief Executive Officer


Date: December 15, 1999                    /s/ George Lombardi
                                           -----------------------
                                           Chief Financial Officer
                                           (Principal Financial and Accounting
                                           Officer)


                                       11