<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                       _________________________________

                                   FORM 10-Q


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

For the quarterly period ended: MARCH 29, 1997    Commission File Number:0-18671



                            NUTRAMAX PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)



             DELAWARE  061200464
        (State or other jurisdiction of            (I.R.S. Employer
        incorporation or organization)             Identification No.)



        9 BLACKBURN DRIVE, GLOUCESTER, MASSACHUSETTS  01930
        (Address of principal executive offices)   (Zip Code)



        Registrant's telephone number, including area code:  (508) 283-1800



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
                                              -----    -----    

As of May 12, 1997 there were 4,712,014 shares of Common Stock, par value $.001
per share, outstanding.

<PAGE>
 
                    NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES

                      THIRTEEN WEEKS ENDED MARCH 29, 1997



   PART I.  FINANCIAL INFORMATION

<TABLE>
<CAPTION>
 
    ITEM 1.  FINANCIAL STATEMENTS
<S>                                                                  <C>
 
      Condensed Consolidated Statements of Operations -
        Thirteen Weeks and Twenty Six Weeks ended March 29, 1997
        and March 30, 1996 (Unaudited)                                         4
 
      Condensed Consolidated Balance Sheets -
        March 29, 1997 (Unaudited) and September 28, 1996                      5
 
      Condensed Consolidated Statements of Cash Flows -
        Twenty Six Weeks ended March 29, 1997 and
         and March 30, 1996 (Unaudited)                                        6
 
      Notes to Condensed Consolidated Financial Statements (Unaudited)      7-11
 
    ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS.              11-15
 
</TABLE>

   PART II.  OTHER INFORMATION

    ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K                               16

                                       2
<PAGE>
 
                    NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES

                      THIRTEEN WEEKS ENDED MARCH 29, 1997









                        PART I.   FINANCIAL INFORMATION

                         ITEM 1.   FINANCIAL STATEMENTS

                                       3
<PAGE>
 
                    NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
 
 
                                                       Thirteen Weeks Ended       Twenty-Six Weeks Ended
                                                    ---------------------------  --------------------------
                                                      March 29,     March 30,     March 29,     March 30,
                                                        1997           1996          1997          1996
                                                    -------------  ------------  ------------  ------------
<S>                                                <C>            <C>           <C>           <C>
 
   NET SALES                                         $25,178,000   $19,824,000   $47,213,000   $37,972,000
 
   COST OF SALES                                      18,641,000    14,279,000    34,625,000    26,849,000
                                                     -----------   -----------   -----------   -----------
 
   GROSS PROFIT                                        6,537,000     5,545,000    12,588,000    11,123,000
 
   SELLING, GENERAL & ADMINISTRATIVE EXP               3,521,000     2,888,000     6,595,000     5,695,000
                                                     -----------   -----------   -----------   -----------
 
   OPERATING INCOME                                    3,016,000     2,657,000     5,993,000     5,428,000
 
   OTHER CREDITS (CHARGES):
      Interest expense                                (1,382,000)     (361,000)   (1,802,000)     (691,000)
      Interest Income                                     45,000         3,000       102,000         7,000
      Other                                              ( 6,000)     ( 79,000)     ( 33,000)     (307,000)
                                                     -----------   -----------   -----------   -----------
 
   INCOME BEFORE INCOME TAX EXPENSE                    1,673,000     2,220,000     4,260,000     4,437,000
 
   INCOME TAX EXPENSE                                    670,000       858,000     1,717,000     1,745,000
                                                     -----------   -----------   -----------   -----------
 
   NET INCOME                                        $ 1,003,000   $ 1,362,000   $ 2,543,000   $ 2,692,000
                                                     ===========   ===========   ===========   ===========
 
   EARNINGS PER SHARE                                       $.21          $.16          $.38          $.32
                                                     ===========   ===========   ===========   ===========
 
   WEIGHTED AVERAGE SHARES OUTSTANDING                 4,845,000     8,520,000     6,780,000     8,520,000
                                                     ===========   ===========   ===========   ===========
 
</TABLE>
           See notes to condensed consolidated financial statements.

                                       4
<PAGE>
 
                    NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>   
<CAPTION>  
                                      
                                                                   March 29,   September 29,
                                                                      1997         1996   
                                                                  -----------  ------------
                                                                  (Unaudited)   (See Note)

                                             ASSETS 
                                             ------
CURRENT ASSETS:                                                                           
<S>                                                               <C>          <C> 
      Cash                                                        $   464,000  $   294,000                           
      Accounts receivable, net                                     11,887,000   12,848,000 
      Inventories                                                  21,009,000   18,321,000 
      Deferred income taxes                                           954,000      801,000 
      Prepaid expenses and other                                      701,000      618,000 
                                                                  -----------  ----------- 
                                                                                           
          TOTAL CURRENT ASSETS                                     35,015,000   32,882,000 
                                                                                           
   PROPERTY, PLANT AND EQUIPMENT, net                              32,698,000   29,207,000 
   RESTRICTED CASH                                                  2,767,000    4,742,000 
   GOODWILL, net                                                   13,173,000   13,415,000 
   OTHER ASSETS                                                     3,660,000    2,632,000 
                                                                  -----------  ----------- 
                                                                                           
                                                                  $87,313,000  $82,878,000 
                                                                  ===========  =========== 
                                                                 
</TABLE>                                                        
                             LIABILITIES AND STOCKHOLDERS' EQUITY
                             ------------------------------------
<TABLE>
<CAPTION>
CURRENT LIABILITIES:
<S>                                                               <C>          <C>                     
      Accounts payable                                            $ 6,318,000  $ 7,265,000 
      Accrued payroll and related taxes                               696,000      666,000 
      Accrued expenses - other                                      1,064,000      962,000 
      Current maturities of long-term debt                          2,966,000   14,498,000 
                                                                  -----------  ----------- 
                                                                                            
          TOTAL CURRENT LIABILITIES                                11,044,000   23,391,000 
   LONG-TERM DEBT, less current maturities                         61,493,000   11,780,000 
   DEFERRED INCOME TAXES AND OTHER LIABILITIES                      2,324,000    1,890,000 
   COMMITMENTS & CONTINGENCIES                                             --           -- 
                                                                                            
   STOCKHOLDERS' EQUITY                                            12,452,000   45,817,000 
                                                                  -----------  -----------  
 
                                                                  $87,313,000  $82,878,000
                                                                  ===========  ===========
 
</TABLE>

   Note:  The balance sheet at September 28, 1996 has been condensed from the
   audited financial statements at that date.



           See notes to condensed consolidated financial statements.

                                       5
<PAGE>
 
                    NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
 
 
                                                                                     Twenty Six Weeks Ended
                                                                                     -----------------------
                                                                                    March 29,        March 30,
                                                                                      1997             1996
                                                                                   -------------  ------------
<S>                                                                      <C>                      <C>
 
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                    $  2,543,000   $ 2,692,000
     Adjustments to reconcile net income to net cash
       provided by operating activities:
       Non cash items primarily depreciation and amortization                         2,613,000     2,198,000
       Increase (decrease), net of effect of acquisitions:
         Accounts receivable                                                          1,152,000       425,000
         Inventories                                                                 (2,688,000)   (2,688,000)
         Accounts payable, accrued expenses and other                                  (256,000)   (1,221,000)
         Federal and state taxes payable                                               (432,000)     (385,000)
                                                                                   ------------   -----------
Net cash provided by operating activities                                             2,932,000     1,021,000
 
CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition-Oral Care, net of cash acquired                                             --    (2,538,000)
     Acquisition-feminine hygiene assets                                                     --    (2,367,000)
     Restricted Cash                                                                  1,975,000            --
     Purchases of property and equipment                                             (5,273,000)   (2,490,000)
     Deferred packaging costs                                                          (391,000)     (395,000)
     Other                                                                              (21,000)           --
                                                                                   ------------   -----------
Net cash used in investing activities                                                (3,710,000)   (7,790,000)
 
CASH FLOWS FROM FINANCING ACTIVITIES:
     Borrowings under Revolving Credit Facility and
       other Long Term Debt                                                          47,700,000     7,220,000
     Stock Repurchase                                                               (21,174,000)           --
     Proceeds from exercise of stock options                                            542,000            --
     Debt Repayments                                                                (25,005,000)     (954,000)
     Deferred Financing Costs                                                        (1,026,000)           --
     Other                                                                              (89,000)           --
                                                                                   ------------   -----------
Net cash provided by (used in) financing activities                                     948,000     6,266,000
                                                                                   ------------   -----------
 
NET INCREASE (DECREASE) IN CASH                                                         170,000      (503,000)
 
CASH:
     Beginning of period                                                                294,000       503,000
                                                                                   ------------   -----------
     End of period                                                                 $    464,000   $        --
                                                                                   ============   ===========
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Income taxes paid                                                             $  1,823,000   $ 1,932,000
                                                                                   ============   ===========
     Interest paid                                                                 $    867,000   $   583,000
                                                                                   ============   ===========
SUPPLEMENTAL DISCLOSURE OF NON CASH FINANCING & INVESTING ACTIVITIES:
     Warrants issued in connection with debt refinancing                           $    888,000   $        --
                                                                                   ============   ===========
     Note issued in exchange for stock repurchased                                 $ 16,372,000   $        --
                                                                                   ============   ===========
 
</TABLE>

           See notes to condensed consolidated financial statements.

                                       6
<PAGE>
 
                    NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

   NOTE A -  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

   The condensed consolidated balance sheet as of March 29, 1997, the condensed
   consolidated statements of operations for the thirteen and twenty-six weeks
   ended March 29, 1997 and March 30, 1996, and the condensed consolidated
   statements of cash flows for the twenty-six weeks then ended have been
   prepared by the Company without audit. In the opinion of the Company, all
   adjustments (consisting only of normal, recurring adjustments) necessary to
   present fairly the financial position, results of operations and cash flows
   at March 29, 1997, and for all periods presented, have been made.

   Certain information and footnote disclosures normally included in financial
   statements prepared in accordance with generally accepted accounting
   principles have been condensed or omitted.  These condensed financial
   statements should be read in conjunction with the financial statements and
   notes thereto included in the Company's September 28, 1996 Annual Report on
   Form 10-K.  The results of operations for the period ended March 29, 1997 are
   not necessarily indicative of the operating results for the full year.

   NOTE B - RESTRICTED CASH

   In connection with the $7,700,000 received from two Massachusetts Industrial
   Finance Agency Variable Rate Industrial Development Bonds (collectively, the
   "IDB") a total of $2,767,000 including accumulated interest remains as
   invested cash as of March 29, 1997. Of this total, $534,000 is restricted for
   capital expenditures at the Oral Care facility in Florence, Massachusetts and
   $1,552,000 is restricted for capital expenditures at the Powers
   Pharmaceutical facility in Brockton, Massachusetts. The IDB restricts the
   investment vehicles available for the excess cash. As of March 29, 1997,
   $2,086,000 was invested in the Treasury Money Market at a current yield of
   5.1 %. The remaining restricted cash of $681,000 represents the amounts which
   have been paid to the bond trustee to fund the annual principal payment due
   to the bondholders. These funds are also invested in the Treasury Money
   Market at a current yield of 5.1%.

   NOTE C - INVENTORIES

   Inventories are stated at the lower of cost (first-in, first-out method) or
   market.
   <TABLE>
   <CAPTION>
 
                                          March 29,   September 28,
                                            1997          1996
                                         -----------  -------------
   <S>                                   <C>          <C>
 
   Raw materials                         $ 9,805,000     $8,811,000
   Finished goods                          9,776,000      8,186,000
   Work-in-process                           330,000        292,000
   Machine parts and factory supplies      1,098,000      1,032,000
                                         -----------     ----------
                                         $21,009,000    $18,321,000
                                         ===========    ===========
 
   </TABLE>

                                       7
<PAGE>
 
                   NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


   NOTE D - DEBT

   The Company's previous revolving credit facility expired December 31, 1996
   and was refinanced in connection with the MEDIQ Stock Repurchase (see Note
   E). The new Revolving Credit Facility of $16,900,000 had an outstanding
   balance of $11,972,000 on March 29, 1997. The interest rate was 8.65% based
   on LIBOR plus 2.5% and the available balance was $890,000 based on eligible
   accounts receivable and inventory balances. The Revolving Credit Facility
   expires on January 1, 2002. In connection with the MEDIQ Stock Repurchase,
   the Company obtained senior financing in the aggregate principal amount of
   $60,000,000, including the new credit facility, (the "Senior Debt Financing")
   and senior subordinated financing in the aggregate principal amount of
   $10,000,000 (the "Subordinated Debt Financing").

   Pursuant to the Senior Debt Financing, the Company has senior secured credit
   facilities in the aggregate principal amount of $60,000,000 (the "Senior
   Debt"), consisting of (i) a $20,000,000 term loan (the "Term Loan A"), (ii) a
   $15,000,000 term loan (the "Term Loan B" and, together with the Term Loan A,
   the "Term Loans"), (iii) a $20,000,000 letter of credit to support the MEDIQ
   Note relating to the MEDIQ Stock Repurchase (the "Stock Repurchase Letter of
   Credit"), (iv) a $16,900,000 revolving credit facility (the "Revolving Credit
   Facility"), and (v) an $8,100,000 letter of credit to support the Company's
   IDB (the "IDB Letter of Credit" and, together with the Stock Repurchase
   Letter of Credit, the "Letters of Credit").  The purpose of obtaining the
   Senior Debt Financing was to permit the Company to finance the MEDIQ Stock
   Repurchase, to refinance the Company's existing indebtedness and to satisfy
   the Company's working capital requirements.  At the Closing of the Senior
   Debt Financing on December 31, 1996 (the "Senior Debt Closing"), $18,628,000
   of the Term Loan A was drawn by the Company and the Stock Repurchase Letter
   of Credit was issued by the senior lender.  As of March 29, 1997, $20,000,000
   and $5,728,000 were outstanding under Term Loan A and Term Loan B,
   respectively, with interest rates of 8.058% and 8.4375%, respectively. The
   balance of Term Loan B will be advanced only to fund drawings under the Stock
   Repurchase Letter of Credit. The subsidiaries of the Company guaranteed the
   obligations of the Company under the Senior Debt Financing. Term Loan A
   expires on January 1, 2002 and Term Loan B expires on January 1, 2004.

   Subsequent to the closing of the MEDIQ stock repurchase (see Note E), the
   Company received 788,887 MEDIQ Escrowed Shares. As a result, a portion of the
   MEDIQ Note has been paid with $1,372,000 from Term Loan A and $5,728,000 from
   Term Loan B. As of March 29, 1997 the balance under the MEDIQ Note and the
   Letter of Credit issued to support the MEDIQ Note totals $9,272,000.

   Pursuant to the Subordinated Debt Financing, the Company's subordinated
   lender has provided the Company with an aggregate principal amount of
   $10,000,000 (the "Subordinated Debt") in the form of senior subordinated
   notes (the "Senior Subordinated Notes") issued to the subordinated lender.
   The Senior Subordinated Notes mature on December 30, 2004 and bear interest
   at 11 1/2 %.

                                       8
<PAGE>
 
                    NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

   Interest on the Senior Subordinated Notes is payable quarterly in arrears,
   commencing on April 15, 1997.  In connection with the Subordinated Debt
   Financing, the Company issued to the subordinated lender warrants to purchase
   273,419 shares of common stock of the Company (which represents approximately
   4.5% (on a fully-diluted  basis)  of the total outstanding common stock as of
   March 29, 1997) at $9.00 per share, subject to certain adjustments to prevent
   dilution.

   The agreements evidencing the Senior Debt and the Senior Subordinated Debt
   contain certain restrictive covenants including, without limitation,
   covenants with respect to the ratio of total debt to EBITDA, operating cash
   flow, interest coverage and capital expenditures.

   The Company currently has two Massachusetts Industrial Development Revenue
   Bonds totaling $7,700,000.  The Series A IDB financing provided the Company
   with $4,200,000 for capital expenditures made through April 1997 and to
   partially finance the acquisition of the Oral Care division.  The Series B
   IDB financing provided the Company with $3,500,000 for the expansion of the
   Powers Pharmaceutical manufacturing facility. Through March 29, 1997,
   $3,669,000 was expended against the Series A IDB and $1,980,000 was expended
   against the Series B IDB. Principal payments are funded monthly and total
   $800,000 per year through May 1, 2001, $300,000 through May 1, 2004 and
   $200,000 per year thereafter through May 1, 2016.  The variable interest rate
   on the bonds as of March 29, 1997 was 3.4% and interest is payable monthly.

   A summary of Debt outstanding as of March 29, 1997 is as follows:
<TABLE>
<CAPTION>
 
<S>                                                     <C>
        Revolving Credit Facility                        $11,972,000
        Term Loan A                                       20,000,000
        Term Loan B                                        5,728,000
        Subordinated Debt - Net                            9,112,000
        Note Payable                                       9,272,000
        Industrial Revenue Bonds                           7,700,000
        Mortgage                                             657,000
        Capital Lease Obligation                              18,000
                                                         -----------
                                                         $64,459,000
        Less:  Current maturities of long-term debt:       2,966,000
                                                         -----------
        Long Term Debt                                   $61,493,000
                                                         ===========
</TABLE>
   NOTE E - MEDIQ STOCK REPURCHASE

   On December 20, 1996, a majority of the Company's stockholders, other than
   MEDIQ, approved the MEDIQ Stock repurchase.  On December 31, 1996, pursuant
   to the terms of an Amended and Restated Stock Purchase Agreement dated
   November 20, 1996 among MEDIQ, MEDIQ Investment Services, Inc. and the
   Company, the Company purchased from MEDIQ all 4,037,258 shares of the
   Company's common stock owned by MEDIQ (the "MEDIQ Shares"), of which
   1,819,000 were held in escrow (the MEDIQ Escrowed Shares) as of December 31,
   1996 in

                                       9
<PAGE>
 
                    NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

   support of MEDIQ's 7.5% Subordinated Debentures due 2003 (the "MEDIQ Bonds").
   The aggregate purchase price of the MEDIQ Shares was $36,335,000 representing
   a purchase price of $9.00 per share (the "Purchase Price"). The Company paid
   MEDIQ $19,963,000 of the $36,335,000 purchase price in cash and delivered to
   MEDIQ a promissory note (the "MEDIQ Note") for the remaining $16,372,000 of
   the purchase price.  The MEDIQ Note is payable in installments as MEDIQ
   Ecsrowed Shares are released from escrow, pursuant to the indenture ( the
   "MEDIQ Indenture") and escrow agreement relating to the MEDIQ Bonds, together
   with interest at the annual rate of 7.5%, reduced, however, to 5%, 4%,and 3%
   if the note remains outstanding longer than 18, 30 and 42 months,
   respectively.

   Pursuant to the Stock Purchase Agreement, to the extent that any holder of a
   MEDIQ Bond (other than MEDIQ) presents such MEDIQ Bond for exchange for MEDIQ
   Escrowed Shares in accordance with the terms of the MEDIQ Indenture and MEDIQ
   delivers MEDIQ Escrowed Shares to such holder,  (i) the principal amount of
   the MEDIQ Note shall be reduced by an amount equal to the product of the
   number of MEDIQ Escrowed Shares so delivered by MEDIQ to such holder and
   $9.00, and (ii) the principal amount of the MEDIQ Note shall further be
   reduced by the difference (the "Excess Cash Amount") between (x) $1,000
   divided by the then exchange rate of the MEDIQ Bonds (currently 65.3595) and
   (y) $9.00; provided, however, that in lieu of such further reduction in the
   principal amount of the MEDIQ Note under the foregoing clause (ii), the
   Company may elect to receive an amount in cash from MEDIQ equal to the Excess
   Cash Amount.

   In connection with the MEDIQ Stock Repurchase, the Company refinanced certain
   term loans.  The stock repurchase was financed with the proceeds from the
   Term Loans and the revolving credit facility (see Note D).

   NOTE F - INCOME TAXES

   The provision for income tax expense for the twenty six weeks ended March 29,
   1997 has been computed using an estimated effective tax rate for the year
   ended September 27, 1997.

   NOTE G - ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

   Effective September 29, 1996, the Company adopted Statement of Accounting
   Standards No. 123, "Accounting For Stock Based Compensation" ("Statement
   123").  The Company has continued to account for its stock-based transactions
   to employees in accordance with Accounting Principals Board Opinion No. 25,
   "Accounting for Stock Issued to Employees" and will include the pro forma
   disclosures required by Statement 123, if material, in its annual financial
   statements for 1997. For stock option grants to non-employees, the Company
   follows the provisions of Statement 123, calculates compensation expense
   using a fair value-based method and amortizes compensation expense over the
   vesting period.  During the quarter ended, March 29, 1997, the Company did
   not grant any options to purchase shares of common stock to non-employees.

                                       10
<PAGE>
 
                    NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


   Also, effective September 29, 1996, the Company adopted Statement of
   Financial Accounting Standards No. 121, "Accounting for the Impairment of
   Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ("Statement
   121").  Statement 121 requires that long-lived assets held and used by an
   entity be reviewed for impairment whenever circumstances indicate that the
   carrying amount of an asset may not be recoverable.  It also requires that
   long-lived assets to be disposed of be reported at the lower of the carrying
   amount or fair value less the cost to sell.  The adoption of Statement 121
   did not have a material effect on the Company's financial position or results
   of operations for the twenty six weeks ended March 29, 1997.


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

   GENERAL

        The following discussion addresses the financial condition of the
   Company as of March 29, 1997 and its results of operations for the thirteen
   and twenty-six weeks then ended, compared with the same period last year.
   This discussion should be read in conjunction with the Management's
   Discussion and Analysis section included in the Company's Annual Report on
   Form 10-K for the year ended September 28, 1996 (pages 6-14) to which the
   reader is directed for additional information.

        Some of the information presented in this report constitutes forward
   looking statements within the meaning of the Private Securities Litigation
   Reform Act of 1995.  Although the Company believes that its expectations are
   based on reasonable assumptions within the bounds of its knowledge of its
   business and operation, there can be no assurance that actual results will
   not differ materially from its expectations.  Factors which could cause
   actual results to differ from expectations include the timing and amount of
   new product introductions by the Company, the timing of orders received from
   customers, the gain or loss of significant customers, changes in the mix of
   products sold, competition from brand name and other private label
   manufacturers, seasonal changes in the demand for the Company's products,
   increases in the cost of raw materials and changes in the retail market for
   health and beauty aids in general.  For additional information concerning
   these and other important factors which may cause the Company's actual
   results to differ materially from expectations and underlying assumptions,
   please refer to the Company's Annual Report on Form 10-K for the year ended
   September 28, 1996 and other reports filed with the Securities and Exchange
   Commission.

                                       11
<PAGE>
 
   RESULTS OF OPERATIONS

        The following table sets forth, for all periods indicated, the
   percentage relationship that items in the Company's Condensed Consolidated
   Statements of Operations bear to net sales.
<TABLE>
<CAPTION>
 
                                                        Thirteen Weeks Ended          Twenty-Six Weeks Ended
                                                        --------------------          ----------------------
                                                         March 29,  March 30,          March 29,    March 30,
                                                         1997         1996               1997         1996
                                                       -----------  ---------         -----------   -------- 
<S>                                                   <C>           <C>               <C>         <C>
 
     NET SALES                                            100%         100%               100%        100%
     COST OF SALES                                         74           72                 73          71
                                                         ----         ----               ----        ----
     GROSS PROFIT                                          26           28                 27          29
     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES          14           15                 14          15
                                                         ----         ----               ----        ----
     OPERATING INCOME                                      12           13                 13          14
     OTHER CREDITS (CHARGES)                               (5)          (2)                (4)         (2)
                                                         ----         ----               ----        ----
     INCOME BEFORE INCOME TAX EXPENSE                       7           11                  9          12
     INCOME TAX EXPENSE                                     3            4                  4           5
                                                         ----         ----               ----        ----
     NET INCOME                                             4%           7%                 5%          7%
                                                         ====         ====               ====        ====
</TABLE>

   SECOND QUARTER 1997 COMPARED TO SECOND QUARTER 1996

        Net sales for second quarter ended March 29, 1997 were $25,178,000, an
   increase of $5,354,000, or 27%, over second quarter 1996 net sales of
   $19,824,000.  The increase in net sales was primarily attributable to sales
   of Cough/Cold products with added increases in the Ophthalmic, Infant Care,
   and  Adult Nutritional product categories.

        Gross profit for second quarter 1997 was $6,537,000 or 26% of net sales,
   as compared to $5,545,000 or 28% of net sales for the prior year's quarter.
   The increase in gross margin dollars is attributable to increased sales.  The
   decrease in the gross margin percentage is a result of a higher proportion of
   contract sales of Cough/Cold products, which traditionally produce lower
   margins than private label Cough/Cold product sales. Additionally, increases
   in certain material costs, specifically menthol used in cough/cold products
   and plastic used in the infant care products, contributed to the decrease in
   the gross margin percentage.

        Selling, general and administrative expenses for second quarter 1997
   were $3,521,000, or 14% of net sales, as compared to $2,888,000 or 15% of net
   sales for the prior year's quarter.  The $633,000 increase was primarily
   attributable to commission and freight increases associated with increased
   sales.  The percentage decrease resulted from certain fixed costs being
   allocated over a higher net sales base.

        Interest expense for the second quarter 1997 was $1,382,000 as compared
   to $361,000 in the prior year quarter.  This increase was primarily
   attributable to increased  borrowings (see Note D).

        Interest income for the quarter consisted primarily of interest earned
   on the restricted cash associated with the IDB financing  (see Note B).

        Other expense for the quarter was $6,000, as compared to $79,000 in the
   prior year quarter.  The prior year quarter amount related primarily to
   research and development costs.

        The effective income tax rate for the quarter was 40% which was slightly
   higher than the 

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<PAGE>
 
   prior year quarter. The increase relates to the expected increase in the
   proportion of income earned in higher tax jurisdictions.

   TWENTY-SIX WEEKS ENDED MARCH 29, 1997 COMPARED TO TWENTY-SIX WEEKS ENDED
   MARCH 30, 1996

        Net Sales for 1997 were $47,213,000, an increase of $9,241,000, or 24%
   over 1996 net sales of $37,972,000.  The increase in net sales were primarily
   attributable to sales of  Cough/Cold, Ophthalmic and Infant care product
   categories.

        Gross profit for the twenty-six weeks was $12,588,000 or 27% of net
   sales, compared to $11,123,000 or 29% of net sales for the comparable period
   last year. The increase in gross margin dollars is attributable to increased
   sales. The decrease in the gross margin percentage is a result of a higher
   portion of contract sales of Cough/Cold products, which traditionally produce
   lower margins than private label Cough/Cold product sales. Additionally,
   increases in certain material costs, specifically menthol used in cough/cold
   products and plastic for the infant care products contributed to the decrease
   in gross margin percentage.

        Selling, general and administrative expenses for the twenty-six week
   period were $6,595,000 or 14% of net sales, as compared to $5,695,000 or 15%
   of net sales for the prior year period.  The dollar increase is primarily
   attributable to broker commissions and freight expense related to increased
   sales volume.  The decrease, as a percentage of net sales,  is a result of
   certain fixed costs being allocated over higher net sales.

        Interest expense for the twenty-six week period in 1997 was $1,802,000
   as compared to $691,000 for the prior year period. This increase was
   primarily attributable to increased  borrowings (see Note D).

        Interest income for the twenty-six week period consisted primarily of
   interest earned on the restricted cash associated with the IDB financing
   (see Note B).

   LIQUIDITY AND CAPITAL RESOURCES

        As of March 29, 1997 the Company had working capital of $23,971,000 as
   compared to working capital of $9,491,000 as of September 28, 1996.  The
   increase in working capital was primarily attributable to increased
   inventories to support the increased sales and a decrease in the short term
   portion of long term debt as a result of the refinancing (see Note D) in
   connection with the MEDIQ stock repurchase (see Note E).

        Net cash provided by operating activities was $2,932,000 for the twenty-
   six weeks ended March 29, 1997, as compared to $1,021,000 in the prior year
   period.  This increase was primarily attributable to a reduction in accounts
   receivable, increased depreciation and amortization and higher accounts
   payable and accrued expenses.

        Net cash used in investing activities was $3,710,000 for 1997,
   consisting primarily of funds used for expenditures for capital equipment
   offset by restricted proceeds for expenditures at the Oral Care and
   Cough/Cold divisions. The Company anticipates additional capital expenditures
   of approximately $4,000,000 for the remainder of fiscal 1997, $1,775,000 of
   which will be 

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<PAGE>
 
   financed with the proceeds of the IDB (see note B). The remaining
   expenditures relate primarily to additional manufacturing capacity
   requirements and the purchase of the Company's leased manufacturing facility
   in Gloucester are expected to be financed through cash generated from
   operations and a mortgage with respect to the purchase of a building at the
   Gloucester facility.

        Net cash provided by financing activities was $948,000 for the twenty-
   six weeks ended March 29, 1997, primarily consisting of borrowings of
   $47,700,000 resulting from the refinancing and deferred financing costs both
   associated with the MEDIQ Stock Repurchase offset by debt repayments of
   $25,005,000 primarily related to the refinancing associated with the MEDIQ
   Stock Repurchase and $21,174,000 for the stock repurchase.

        On December 31, 1996, the Company completed the repurchase of 4,037,258
   shares of its common stock from MEDIQ at a per share price of $9.00 pursuant
   to the terms of an Amended and Restated Stock Purchase Agreement dated
   November 20, 1996 (the "Stock Purchase Agreement").  In connection with the
   repurchase, the Company paid MEDIQ $19,963,000 of the $36,335,000 purchase
   price in cash and delivered to MEDIQ a promissory note for the remaining
   $16,372,000 of the purchase price.  Amounts under the note are payable by the
   Company as shares of the Company's common stock are delivered by MEDIQ to the
   Company following their release from escrow pursuant to the indenture (the
   "MEDIQ Indenture") and escrow agreement relating to the MEDIQ Bonds.  The
   annual interest rate is 7.5%, reduced, however, to 5%, 4%, and 3% if the note
   remains outstanding longer than 18, 30 and 42 months, respectively. The MEDIQ
   Stock Repurchase was approved by a majority of the Company stockholders other
   than MEDIQ at the Company's annual meeting of stockholders held on December
   20, 1996.

        Pursuant to the Stock Purchase Agreement, to the extent that any holder
   of a MEDIQ Bond (other than MEDIQ) presents such MEDIQ Bond for exchange for
   MEDIQ Escrowed Shares in accordance with the terms of the MEDIQ Indenture and
   MEDIQ delivers MEDIQ Escrowed Shares to such holder,  (i) the principal
   amount of the MEDIQ Note shall be reduced by an amount equal to the product
   of the number of MEDIQ Escrowed Shares so delivered by MEDIQ to such holder
   and $9.00, and (ii) the principal amount of the MEDIQ Note shall further be
   reduced by the difference (the "Excess Cash Amount") between (x) $1,000
   divided by the then exchange rate of the MEDIQ Bonds (currently 65.3595) and
   (y) $9.00; provided, however, that in lieu of such further reduction in the
   principal amount of the MEDIQ Note under the foregoing clause (ii), the
   Company may elect to receive an amount in cash from MEDIQ equal to the Excess
   Cash Amount.

        The Company's previous revolving credit facility expired December 31,
   1996 and was refinanced in connection with the MEDIQ Stock Repurchase (see
   Note E). The new Revolving Credit Facility of $16,900,000 had an outstanding
   balance of $11,972,000 on March 29, 1997. The interest rate was 8.65% based
   on LIBOR plus 2.5% and the available balance was $890,000 based on eligible
   accounts receivable and inventory balances. The Revolving Credit Facility
   expires on January 1, 2002. In connection with the MEDIQ Stock Repurchase,
   the Company obtained senior financing in the aggregate principal amount of
   $60,000,000, including the new credit facility, (the "Senior Debt Financing")
   and senior subordinated financing in the aggregate principal amount of
   $10,000,000 (the "Subordinated Debt Financing").

        Pursuant to the Senior Debt Financing, the Company has senior secured
   credit facilities in the aggregate principal amount of $60,000,000 (the
   "Senior Debt"), consisting of (i) a $20,000,000 term loan (the "Term Loan
   A"), (ii) a $15,000,000 term loan (the "Term Loan B" and, together with the
   Term Loan A, the "Term Loans"), (iii) a $20,000,000 letter of credit to
   support the MEDIQ Note relating to the MEDIQ Stock Repurchase (the "Stock
   Repurchase Letter of Credit"), (iv) a $16,900,000 revolving credit facility
   (the "Revolving Credit Facility"), and (v) an $8,100,000 letter of credit to
   support the Company's IDB (the "IDB Letter of Credit" and, together with the
   Stock Repurchase Letter of Credit, the "Letters of Credit").  The purpose of
   obtaining the Senior Debt Financing was to permit the Company to finance the
   MEDIQ Stock Repurchase, to refinance the Company's existing indebtedness and
   to satisfy the Company's 

                                       14
<PAGE>
 
   working capital requirements. At the Closing of the Senior Debt Financing on
   December 31, 1996 (the "Senior Debt Closing"), $18,628,000 of the Term Loan A
   was drawn by the Company and the Stock Repurchase Letter of Credit was issued
   by the senior lender. As of March 29, 1997, $20,000,000 and $5,728,000 were
   outstanding under Term Loan A and Term Loan B, respectively, with interest
   rates of 8.058% and 8.4375%, respectively. The balance of Term Loan B will be
   advanced only to fund drawings under the Stock Repurchase Letter of Credit.
   The subsidiaries of the Company guaranteed the obligations of the Company
   under the Senior Debt Financing. Term Loan A expires on January 1, 2002 and
   Term Loan B expires on January 1, 2004.

        Subsequent to the closing of the MEDIQ stock repurchase (see Note E),
   the Company received 788,887 MEDIQ Escrowed Shares. As a result, a portion of
   the MEDIQ Note has been paid with $1,372,000 from Term Loan A and $5,728,000
   from Term Loan B. As of March 29, 1997 the balance under the MEDIQ Note and
   the Letter of Credit issued to support the MEDIQ Note totals $9,272,000.

        Pursuant to the Subordinated Debt Financing, the Company's subordinated
   lender has provided the Company with an aggregate principal amount of
   $10,000,000 (the "Subordinated Debt") in the form of senior subordinated
   notes (the "Senior Subordinated Notes") issued to the subordinated lender.
   The Senior Subordinated Notes mature on December 30, 2004 and bear interest
   at 11 1/2 %.  Interest on the Senior Subordinated Notes is payable quarterly
   in arrears, commencing on April 15, 1997.  In connection with the
   Subordinated Debt Financing, the Company issued to the subordinated lender
   warrants to purchase 273,419 shares of common stock of the Company (which
   represents approximately 4.5% (on a fully-diluted  basis)  of the total
   outstanding common stock as of March 29, 1997) at $9.00 per share, subject to
   certain adjustments to prevent dilution.

        The agreements evidencing the Senior Debt and the Senior Subordinated
   Debt contain certain restrictive covenants including, without limitation,
   covenants with respect to the ratio of total debt to EBITDA, operating cash
   flow, interest coverage and capital expenditures.

        The Company currently has two Massachusetts Industrial Development
   Revenue Bonds totaling $7,700,000.  The Series A IDB financing provided the
   Company with $4,200,000 for capital expenditures made through April 1997 and
   to partially finance the acquisition of the Oral Care division.  The Series B
   IDB financing provided the Company with $3,500,000 for the expansion of the
   Powers Pharmaceutical manufacturing facility. Through March 29, 1997,
   $3,669,000 was expended against the Series A IDB and $1,980,000 was expended
   against the Series B IDB. Principal payments are funded monthly and total
   $800,000 per year through May 1, 2001, $300,000 through May 1, 2004 and
   $200,000 per year thereafter through May 1, 2016.  The variable interest rate
   on the bonds as of March 29, 1997 was 3.4% and interest is payable monthly.

        The Company believes that its existing working capital, anticipated
   funds to be generated from operations and funds available under the revolving
   credit facility will be sufficient to meet the Company's operating and
   capital needs during fiscal 1997.  However, depending upon future growth of
   the business, additional financing may be required.

                                       15
<PAGE>
 
   PART II.  OTHER INFORMATION

   ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

        (a)  Exhibits:

             Exhibit 27  -Financial Data Schedule appears on page 18.

        (b)  Reports on Form 8-K.

             No reports on Form 8-K were filed in the quarter ended March 29,
             1997.

                                       16
<PAGE>
 
                    NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES
                      THIRTEEN WEEKS ENDED MARCH 29, 1997



                                   SIGNATURE
                                   ---------



   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.



                                            NutraMax Products, Inc.
                                       --------------------------------
                                                  (Registrant)



         May 12, 1997
     ------------------
          (Date)                       /s/ Robert F. Burns
                                       ------------------------------------
                                       Robert F. Burns
                                       Vice President and
                                       Chief Financial Officer

                                       17