<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: DECEMBER 28, 1996      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 February 10, 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 DECEMBER 28, 1996



PART I.  FINANCIAL INFORMATION:


  ITEM 1.  FINANCIAL STATEMENTS.
 
    Condensed Consolidated Statements of Operations -
     Thirteen Weeks ended December 28, 1996
     and December 30, 1995 (Unaudited)                                      4
 
   Condensed Consolidated Balance Sheets -
     December 28, 1996 (Unaudited) and September 28, 1996                   5
 
   Condensed Consolidated Statements of Cash Flows -
     Thirteen Weeks ended December 28, 1996 and December 30, 1995           6
 
   Notes to Condensed Consolidated Financial Statements (Unaudited)      7-10
 
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS.              11-15
 

PART II.  OTHER INFORMATION

  ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS           15

  ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K                              15

                                       2
<PAGE>
 
                   NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES

                    THIRTEEN WEEKS ENDED DECEMBER 28, 1996



                        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
                                              ----------------------------
                                              December 28,   December 30,
                                                  1996           1995
                                              -------------  -------------
<S>                                           <C>            <C>
 
NET SALES                                      $22,035,000    $18,148,000
 
COST OF SALES                                   15,984,000     12,571,000
                                               -----------    -----------
 
GROSS PROFIT                                     6,051,000      5,577,000
 
SELLING, GENERAL & ADMINISTRATIVE EXPENSES       3,074,000      2,806,000
                                               -----------    -----------
 
OPERATING INCOME                                 2,977,000      2,771,000
 
OTHER CREDITS (CHARGES):
   Interest expense                             (  420,000)    (  330,000)
   Interest Income                                  57,000          4,000
   Other                                           (27,000)    (  228,000)
                                               -----------    -----------
 
INCOME BEFORE INCOME TAX EXPENSE                 2,587,000      2,217,000
 
INCOME TAX EXPENSE                               1,047,000        887,000
                                               -----------    -----------
 
NET INCOME                                     $ 1,540,000    $ 1,330,000
                                               ===========    ===========
 
EARNINGS PER SHARE                                    $.18    $       .16
                                               ===========    ===========
 
WEIGHTED AVERAGE SHARES OUTSTANDING              8,714,000      8,520,000
                                               ===========    ===========
</TABLE>

           See notes to condensed consolidated financial statements.

                                       4
<PAGE>
 
                   NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                December 28,  September 28,
                                                                   1996           1996
                                                                -----------   ------------
                                                                (Unaudited)    (See Note)
<S>                                                             <C>           <C>
                                      ASSETS
                                      ------
CURRENT ASSETS:
     Cash                                                       $    27,000    $   294,000
     Accounts receivable, net                                    12,484,000     12,848,000
     Inventories                                                 20,185,000     18,321,000
     Deferred income taxes                                          976,000        801,000
     Prepaid expenses and other                                     635,000        618,000
                                                                -----------    -----------

        TOTAL CURRENT ASSETS                                     34,307,000     32,882,000

PROPERTY, PLANT AND EQUIPMENT, net                               30,490,000     29,207,000
RESTRICTED CASH                                                   4,083,000      4,742,000
GOODWILL, net                                                    13,294,000     13,415,000
OTHER ASSETS                                                      3,495,000      2,632,000
                                                                -----------    -----------

                                                                $85,669,000    $82,878,000
                                                                ===========    ===========
</TABLE>

<TABLE>
<CAPTION>
                     LIABILITIES AND STOCKHOLDERS' EQUITY
                     ------------------------------------

CURRENT LIABILITIES:
<S>                                                             <C>            <C>
     Accounts payable                                           $ 7,919,000    $ 7,265,000
     Accrued payroll and related taxes                              798,000        666,000
     Accrued expenses - other                                     1,041,000        962,000
     Current maturities of long-term debt                         2,973,000     14,498,000
                                                                -----------    -----------

        TOTAL CURRENT LIABILITIES                                12,731,000     23,391,000
LONG-TERM DEBT, less current maturities                          22,641,000     11,780,000
DEFERRED INCOME TAXES AND OTHER LIABILITIES                       2,219,000      1,890,000
COMMITMENTS & CONTINGENCIES                                              --             --

STOCKHOLDERS' EQUITY                                             48,078,000     45,817,000
                                                                -----------    -----------

                                                                $85,669,000    $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>
                                                                                      Thirteen Weeks Ended
                                                                                  ----------------------------
                                                                                  December 28,   December 30,
                                                                                      1996           1995
                                                                                  -------------  -------------
<S>                                                                               <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                    $ 1,540,000    $ 1,330,000
     Adjustments to reconcile net income to net cash
      provided by operating activities:
        Non cash items primarily depreciation and amortization                       1,271,000      1,221,000
       Increase (decrease), net of effect of acquisitions:
          Accounts receivable                                                          472,000        585,000
          Inventories                                                               (1,863,000)    (1,433,000)
          Accounts payable, accrued expenses and other                                 726,000        207,000
          Federal and state taxes payable                                              301,000        397,000
                                                                                   -----------    -----------
Net cash provided by operating activities                                            2,447,000      2,307,000

CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition-Oral Care, net of cash acquired                                            --     (2,538,000)
     Restricted Cash                                                                   659,000             --
     Purchases of property and equipment                                            (2,156,000)    (1,359,000)
     Deferred packaging costs                                                         (240,000)      (158,000)
     Other                                                                             (34,000)            --
                                                                                   -----------    -----------
Net cash used in investing activities                                               (1,771,000)    (4,055,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Borrowings                                                                       (188,000)     2,325,000
     Proceeds from exercise of stock options                                           546,000             --
     Debt Repayments                                                                  (477,000)      (478,000)
     Deferred Financing Costs                                                         (775,000)            --
     Other                                                                             (49,000)            --
                                                                                   -----------    -----------
Net cash provided by (used in) financing activities                                   (943,000)     1,847,000
                                                                                   -----------    -----------

NET INCREASE (DECREASE) IN CASH                                                       (267,000)        99,000

CASH:
     Beginning of period                                                               294,000        503,000
                                                                                   -----------    -----------
     End of period                                                                 $    27,000    $   602,000
                                                                                   ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Income taxes paid                                                             $   571,000    $   304,000
                                                                                   ===========    ===========
     Interest paid                                                                 $   379,000    $   316,000
                                                                                   ===========    ===========
</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 December 28, 1996, the condensed
consolidated statements of operations for the thirteen weeks ended December 28,
1996 and December 30, 1995, and the condensed consolidated statements of cash
flows for the thirteen 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 December 28, 1996, 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 December 28, 1996 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 $4,083,000 of unused proceeds remained as invested cash as of
December 28, 1996. Of this total, $1,462,000 is restricted for capital
expenditures at the Oral Care facility in Florence, Massachusetts and $2,152,000
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 December 28, 1996 the $3,614,000 was invested in the
Treasury Money Market at a current yield of 4.9 %. The remaining restricted cash
of $469,000 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 4.9%.

NOTE C - INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) or
market.

<TABLE>
<CAPTION>
                                      December 28,  September 28,
                                          1996          1996
                                      ------------  -------------
<S>                                   <C>           <C>
Raw materials                          $ 8,437,000    $ 8,811,000
Finished goods                          10,319,000      8,186,000
Work-in-process                            396,000        292,000
Machine parts and factory supplies       1,033,000      1,032,000
                                      ------------  -------------
                                       $20,185,000    $18,321,000
                                      ============  =============
</TABLE>

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


NOTE D - LONG-TERM DEBT

On December 28, 1996, the Company had an outstanding balance under its revolving
credit facility of $8,596,000 bearing an interest rate of 8.25%. The revolving
credit facility expired December 31, 1996 and was refinanced in connection with
the MEDIQ Stock Repurchase (see Note G). In addition, the Company had $8,634,000
in term loans as of December 28, 1996 with the same commercial lender which were
also refinanced.

In connection with the MEDIQ Stock Repurchase, the Company obtained senior
financing in the aggregate principal amount of $60,000,000 (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 $17,300,000 revolving credit facility (the "Revolving Credit
Facility"), and (v) a $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 January 31, 1997, $18,628,000 and $11,370,000 were
outstanding under the Term loan A and the Revolving Credit Facility,
respectively, with interest rates of 8.0625% and 8.64%, respectively. The Term
Loan B and the balance of the Term Loan A 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.

Current maturities of long-term debt at December 28, 1996 reflect the
refinancing.

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 31, 2003 and bear

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

interest at 11 1/2 %. Interest on the Senior Subordinated Notes is payable
quarterly in arrears, commencing on the first calendar quarter of calendar 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 (representing approximately 4.5% (on a fully-diluted basis) of the total
outstanding common stock as of December 31, 1996) 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
("IDB") totaling $7,700,000. The Series A IDB financing provided the Company
with $4,200,000 for capital expenditures made and to be 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 December 28, 1996,
$2,981,000 was expended against the Series A IDB and $1,357,000 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 December 28, 1996 was 4.2% and interest is payable monthly.

NOTE E - INCOME TAXES

The provision for income tax expense for the thirteen weeks ended December 28,
1996 has been computed using an estimated effective tax rate for the year ended
September 27, 1997.

NOTE F - 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, December 28, 1996, the Company did not grant
any options to purchase shares of common stock to non-employees.

                                       9
<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 of 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 operation for the quarter ended
December 28, 1996.

NOTE G - SUBSEQUENT EVENT - 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 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
$16,373,000 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 relative 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.

The stock repurchase was financed with the proceeds from the $20,000,000 Term
loan A in the amount of $18,628,000 and the balance utilizing the revolving
credit facility (see Note D).

In connection with the MEDIQ Stock Repurchase, the Company also refinanced
certain term loans (see note D).

                                       10
<PAGE>
 
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 December 28, 1996 and its results of operations for the thirteen 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.

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
                                                          ----------------------------
                                                           December 28,  December 30,
                                                               1996          1995
                                                               ----          ----
     <S>                                                  <C>            <C>
          NET SALES                                           100%            100%
          COST OF SALES                                        72              69
                                                              ----            ----
          GROSS PROFIT                                         28              31
          SELLING, GENERAL AND ADMINISTRATIVE EXPENSES         14              16
                                                              ----            ----
          OPERATING INCOME                                     14              15
          OTHER CREDITS (CHARGES)                              (2)             (3)
                                                              ----            ----
          INCOME BEFORE INCOME TAX EXPENSE                     12              12
          INCOME TAX EXPENSE                                    5               5
                                                              ----            ----
     NET INCOME                                                 7%              7%
                                                              ====            ====
</TABLE>

                                       11
<PAGE>
 
FIRST QUARTER 1997 COMPARED TO FIRST QUARTER 1996

     Net sales for first quarter 1997 were $22,035,000, an increase of
$3,887,000, or 21%, over first quarter 1996 net sales of $18,148,000. The
increase in net sales was primarily attributable to sales of Cough/Cold products
with added increases in the Personal Care, Infant Care and Ophthalmic product
categories.

     Gross profit for first quarter 1997 was $6,051,000 or 28% of net sales, as
compared to $5,577,000 or 31% 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 higher contract sales of
Cough/Cold products, which traditionally produce lower margins than private
label Cough/Cold product sales. Also, higher levels of production of Oral Care
products in the first quarter of 1996 (due to the need to build inventory levels
and service customers following the acquisition of the Oral Care division in
that quarter), resulted in favorable overhead absorption during that period.
Additionally, increases in certain material costs, specifically plastic for the
infant care products and menthol in cough/cold products, contributed to the
decrease in gross margin percentage.

     Selling, general and administrative expenses for first quarter 1997 were
$3,074,000, or 14% of net sales, as compared to $2,806,000 or 16% of net sales
for the prior year's quarter. The $269,000 increase was primarily attributable
to commission and freight increases associated with increased sales. The
percentage decrease resulted from costs allocated over a higher net sales base.

     Interest expense for 1997 was $420,000 as compared to $330,000 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 $27,000, as compared to $224,000 in the
prior year quarter. The prior year quarter amount related primarily to fees paid
to the Special Committee of the Board of Directors and its financial advisors.

     The effective income tax rate for the quarter was 40.5% which was slightly
higher than the prior year quarter. The increase relates to the expected
increase in the proportion of income earned in higher tax jurisdictions.

LIQUIDITY AND CAPITAL RESOURCES
 
     As of December 28, 1996 the Company had working capital of $21,576,000 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 offset by
increases in accounts payable and accrued expenses.

     Net cash provided by operating activities was $2,447,000 for the thirteen
weeks ended

                                       12
<PAGE>
 
December 28, 1996, as compared to $2,307,000 in the prior year period. This
increase was primarily attributable to increased net income, and an increase in
accounts payable and accrued expenses offset by increases in inventories for the
period.

     Net cash used in investing activities was $1,771,000 for the first quarter
1997, consisting primarily of expenditures for capital equipment offset by
proceeds received from the restricted cash for expenditures at the Oral Care and
Powers Pharmaceutical divisions. The Company anticipates additional capital
expenditures of approximately $5,000,000 for the remainder of fiscal 1997,
$3,360,000 of which will be financed with the proceeds of the "IDB" (see note
B). The remaining expenditures relate primarily to additional manufacturing
capacity requirements and are expected to be financed through cash generated
from operations.

     Net cash used in financing activities was $943,000 for first quarter 1997,
which consisted primarily of deferred financing costs associated with the MEDIQ
Stock Repurchase and debt repayments of $477,000, offset by funds received
from the exercise of stock options.

     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.

In connection with the MEDIQ Stock Repurchase, the Company obtained senior
financing in the aggregate principal amount of $60,000,000 (the "Senior Debt
Financing") and senior subordinated financing in the aggregate principal amount
of $10,000,000 (the "Subordinated Debt Financing").

                                       13
<PAGE>
 
     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 $17,300,000 revolving credit facility (the "Revolving Credit
Facility"), and (v) a $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 January 31, 1997, $18,628,000 and $11,370,000 were
outstanding under the Term loan A and the Revolving credit Facility,
respectively, with interest rates of 8.0625% and 8.64%, respectively. The Term
Loan B and the balance of the Term Loan A 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.

     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 31, 2003 and bear interest at 11 1/2 %.
Interest on the Senior Subordinated Notes is payable quarterly in arrears,
commencing on the first calendar quarter of calendar 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 (representing
approximately 4.5% (on a fully-diluted basis) of the total outstanding common
stock as of December 31, 1996) 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 ("IDB") totaling $7,700,000. The Series A IDB financing provided the
Company with $4,200,000 for capital expenditures made and to be 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 December
28, 1996, $2,981,000 was expended against the Series A IDB and $1,357,000 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 December 28, 1996 was 4.2% and interest is payable monthly.

                                       14
<PAGE>
 
     The Company believes that its existing working capital, anticipated funds
to be generated from future 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.

PART II. OTHER INFORMATION

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

     The Company held a Special Meeting in Lieu of an Annual Meeting of
Stockholders (the "Annual Meeting") on December 20, 1996.  At the Annual
Meeting, the stockholders voted to elect Donald M. Gleklen, Bernard J. Korman,
Donald E. Lepone, Dennis M. Newnham and Michael F. Sandler for re-election as
Directors of the Company to serve until the 1997 annual meeting of stockholders.
The following sets forth the results of the stockholder votes with respect to
the election of the Directors:

       Directors                     For             Withheld  
       ---------                  ---------        ------------
       As listed above            7,946,240          197,174   

The stockholders also voted on (i) the approval of the NutraMax Products, Inc.
1996 Stock Option plan (the "1996 Option Plan"), (ii) the approval of
amendments to the Company's 1988 Stock Option Plan (the "1988 Option Plan")
authorizing the issuance under the 1988 Option Plan of an additional 500,000
shares of common stock (the "1988 Plan Amendments"), and (iii) the approval of
the MEDIQ Stock Repurchase.  The affirmative vote of the holders of a majority
of the votes cast by stockholders other than MEDIQ was required to approve the
MEDIQ Stock Repurchase.  The following table sets forth the results of the
stockholder votes with respect to the foregoing proposals, all of which received
the requisite approval of the stockholders:

<TABLE>
<CAPTION>
       Proposal                      For           Against      Abstain   
       --------                   ---------       ---------    ---------  
       <S>                        <C>             <C>          <C>         
       1996 Option Plan           6,237,717       1,053,947       25,157   
                                                                           
       1988 Plan Amendments       5,975,947       1,316,627       24,247   
                                                                           
       MEDIQ Stock Repurchase     3,249,090          25,381    4,042,350    
</TABLE>

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

          Exhibit 27     -Financial Data Schedule appears on page 16.

     (b)  Reports on Form 8-K.

          No reports on Form 8-K were filed in the quarter ended December
          28, 1996.

                                       15
<PAGE>
 
                    NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES
                     THIRTEEN WEEKS ENDED DECEMBER 28, 1996



                                   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)



   February 11, 1997
-----------------------
        (Date)                           /s/ Robert F. Burns
                                         ----------------------------
                                         Robert F. Burns
                                         Vice President and
                                         Chief Financial Officer

                                       16