<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q



(Mark One)

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

For the quarterly period ended MARCH 31, 1997
                               --------------


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

For the transition period from                  to
                               ----------------    --------------

Commission file number 0-18006
                       -------



                         THE IMMUNE RESPONSE CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


          DELAWARE                                       33-0255679
(State or Other Jurisdiction of             (IRS Employer Identification Number)
 Incorporation or Organization)


                     5935 DARWIN COURT, CARLSBAD, CA  92008
                    (Address of Principal Executive Offices)
                                   (Zip Code)


                            TELEPHONE (760) 431-7080
              (Registrant's Telephone Number, Including Area Code)



Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes  X    No
    ---      ---

Indicate the number of shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date.

As of April 30, 1997, 22,328,026 shares of common stock were outstanding.

<PAGE>

                         THE IMMUNE RESPONSE CORPORATION

                                    FORM 10-Q

                                QUARTERLY REPORT


                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

                         PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements

             Condensed Consolidated Balance Sheets                            3
             Condensed Consolidated Statements of Operations                  4
             Condensed Consolidated Statements of Cash Flows                  5
             Notes to Condensed Consolidated Financial Statements             6


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


                           PART II - OTHER INFORMATION

Item 2.   Changes in Securities                                               14

Item 6.   Exhibits and Reports on Form 8-K                                    14





Signature                                                                     15


                                        2

<PAGE>

PART 1.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS


                           THE IMMUNE RESPONSE CORPORATION

                        CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
 
                                                                         March 31,
                                                                            1997                 December 31,
ASSETS                                                                  (unaudited)                  1996
                                                                      --------------           --------------
<S>                                                                   <C>                      <C>
Current Assets:
    Cash and cash equivalents                                         $    3,760,041           $    3,785,433
    Marketable securities-available-for-sale                              34,396,446               42,736,310
    Short-term investment                                                  1,265,000                1,265,000
    Other current assets                                                     634,089                  679,847
                                                                      --------------           --------------

         Total current assets                                             40,055,576               48,466,590


Property and equipment, net                                                6,009,363                5,570,378
Deposits and other assets                                                    117,508                   49,016
                                                                      --------------           --------------


                                                                      $   46,182,447           $   54,085,984
                                                                      --------------           --------------
                                                                      --------------           --------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Accounts payable                                                  $    2,021,233           $    1,870,853
    Accrued expenses                                                         380,402                  497,671
    Deferred rent obligation                                                 399,060                  413,901
                                                                      --------------           --------------

         Total current liabilities                                         2,800,695                2,782,425

Stockholders' Equity:
    Common stock, $.0025 par value, 40,000,000 shares authorized,
      20,288,722 and 20,229,719 shares issued and outstanding at
      March 31, 1997 and December 31, 1996, respectively                      50,722                   50,574
    Additional paid-in capital                                           171,261,277              171,055,691
    Unrealized gain (loss) on marketable securities                           (4,241)                 139,976
    Accumulated deficit                                                 (127,926,006)            (119,942,682)
                                                                      --------------           --------------

         Total stockholders' equity                                       43,381,752               51,303,559
                                                                      --------------           --------------

                                                                      $   46,182,447           $   54,085,984
                                                                      --------------           --------------
                                                                      --------------           --------------


</TABLE>
 
See accompanying notes.


                                          3

<PAGE>

                           THE IMMUNE RESPONSE CORPORATION

                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (unaudited)


                                       Three months ended March 31,
                                     -------------------------------
                                          1997              1996
                                     -------------     -------------

Contract research revenue            $  1,000,000      $       ---


Expenses:
  Research and development              8,598,579        5,477,067
  General and administrative              993,582          768,229
                                     -------------     -------------

                                        9,592,161        6,245,296

Other revenue:
  Investment income                       608,837          744,332
                                     ------------      -------------


Net loss                             $ (7,983,324)     $(5,500,964)
                                     -------------     -------------
                                     -------------     -------------
Net loss per share (Note 2)          $      (0.39)     $     (0.33)
                                     -------------     -------------
                                     -------------     -------------
Shares used in computing net loss
  per share (Note 2)                   20,259,837       16,800,488
                                     -------------     -------------
                                     -------------     -------------


See accompanying notes.


                                          4

<PAGE>

                           THE IMMUNE RESPONSE CORPORATION

                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (unaudited)


<TABLE>
<CAPTION>

                                                                           Three months ended March 31,
                                                                        ----------------------------------
                                                                             1997                1996
                                                                        --------------      --------------
<S>                                                                     <C>                 <C>
Operating activities:
  Net loss                                                             $  (7,983,324)      $  (5,500,964)
  Adjustments to reconcile net loss to net cash provided from
   (used by) operating activities:
    Depreciation and amortization                                            239,396             201,260
    Deferred rent expense                                                    (14,841)             (7,488)
    Changes in operating assets and liabilities:
       Other current assets                                                   45,758             323,261
       Accounts payable                                                      150,380              11,377
       Accrued expenses                                                     (117,269)            (38,512)
                                                                        --------------      --------------

         Net cash used by operating activities                            (7,679,900)         (5,011,066)


Investing activities:
  Liquidation of short-term investments, net                               8,195,647           4,016,650
  Purchase of property and equipment                                        (678,381)           (267,541)
  Deposits and other assets                                                  (68,492)                ---
                                                                        --------------      --------------

         Net cash provided from investing activities                       7,448,774           3,749,109


Financing activities:
  Net proceeds from exercise of stock options                                205,734              43,547
                                                                        --------------      --------------

         Net cash provided from financing activities                         205,734              43,547
                                                                        --------------      --------------

Net decrease in cash and cash equivalents                                    (25,392)         (1,218,410)
Cash and cash equivalents at beginning of period                           3,785,433           1,462,676
                                                                        --------------      --------------

Cash and cash equivalents at end of period                             $   3,760,041       $     244,266
                                                                        --------------      --------------
                                                                        --------------      --------------
</TABLE>




See accompanying notes.





                                          5


<PAGE>


                         THE IMMUNE RESPONSE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 1997


1.   BASIS OF PRESENTATION
     The condensed consolidated financial statements of The Immune Response
     Corporation (the "Company") for the three months ended March 31, 1997 and
     1996 are unaudited.  These financial statements reflect all adjustments,
     consisting of only normal recurring adjustments which, in the opinion of
     management, are necessary to fairly present the consolidated financial
     position as of March 31, 1997, and the consolidated results of operations
     for the three months ended March 31, 1997 and 1996.  The results of
     operations for the three months ended March 31, 1997 are not necessarily
     indicative of the results to be expected for the year ended December 31,
     1997.  For more complete financial information, these financial statements,
     and the notes thereto, should be read in conjunction with the consolidated
     audited financial statements for the year ended December 31, 1996 included
     in the Company's Form 10-K filed with the Securities and Exchange
     Commission.


2.   NET LOSS PER SHARE
     Net loss per share for the three months ended March 31, 1997 and 1996 is
     computed using the weighted average number of common shares outstanding
     during the period.

     In February 1997, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standards ("FAS") No. 128, "Earnings per Share."
     The Company will be required to adopt these new rules effective December
     15, 1997.  Management does not anticipate any impact resulting from the
     adoption of this new standard upon current or previously reported earnings
     per share.


3.   SUBSEQUENT EVENT
     During April 1997, the Company completed a $15.8 million private placement
     of units consisting of common stock and warrants to purchase common stock
     of the Company.  These units were separately purchased at a price of $7.80
     per unit by Kevin B. Kimberlin, a director of the Company, and Dennis J.
     Carlo, Ph.D., a director and president and chief executive officer of the
     Company.  The units sold in the private placement consisted of 2,029,719
     shares of common stock plus warrants exercisable for 2,029,719 shares of
     common stock.  The warrants have a four year term.  The warrants, with an
     exercise price of $14 per share, are callable by the Company if the stock
     trades at $28 per share or greater for 45 consecutive days.  The terms of
     the agreements included an initial 25% downpayment, with the remaining
     balance, covered by a promissory note to the Company, due by September 30,
     1997.  The shares and warrants are not transferable until April 1998.


                                        6

<PAGE>

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


SUMMARY
The Immune Response Corporation (the "Company") is a biopharmaceutical company
engaged in the development of proprietary products in the areas of HIV,
autoimmune disease, gene therapy and cancer.

This discussion contains forward-looking statements concerning the Company's
operating results and timing of anticipated expenditures.  Such statements are
subject to risks and uncertainties which could cause actual results to differ
materially from those projected.  For a further description of potential risks
and uncertainties involved related to the Company, this document should be read
in conjunction with the Company's Form 10-K filed with the Securities and
Exchange Commission.  These forward-looking statements speak only as of the date
hereof.  The Company undertakes no obligation to publicly release the result of
any revisions to these forward-looking statements which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

During January 1997, the Company announced the results from a Phase II clinical
trial in rheumatoid arthritis.  This double-blind, placebo-controlled trial
involved 99 rheumatoid arthritis patients and was designed to determine the
ability of the rheumatoid arthritis therapy to stimulate responses against the
targeted T cells and to determine an optimal dose of the therapy.  Results from
this trial indicated safety and a statistically significant clinical improvement
in disease condition using the American College of Rheumatology guidelines (ACR
20).  The ACR 20 criteria require an improvement in tender and swollen joint
counts of at least 20% from baseline, along with improvement in three of five
other disease-related criteria.  Pending Food and Drug Administration ("FDA")
approval, the Company expects to begin a Phase III clinical trial during 1997.

Also during January 1997, the Company announced the results from a Phase II
clinical trial in psoriasis. This double-blind, placebo-controlled clinical
trial involved 93 psoriasis patients and was designed to determine the ability
of the psoriasis therapy to stimulate responses against the targeted T cells and
to determine an optimal dose of the therapy. Results demonstrated the product
was safe.  There was no statistically significant difference between the treated
and control groups.  The Company is evaluating a new formulation of T cell
receptor derived peptides for a second Phase II clinical trial in psoriasis
expected to begin in 1997.

In February 1997, the Company began, in collaboration with Glaxo Wellcome, plc
("Glaxo") and Merck & Co. ("Merck"), a 32-week Phase II combination drug trial
using REMUNE-TM- in combination with Glaxo's AZT and 3TC and Merck's protease
inhibitor Crixivan.  This clinical trial is double-blind, placebo-controlled and
is designed to involve up to 150 HIV-infected individuals with CD4 cell counts
greater than 400.  Since AIDS is a virus induced immune suppression, this trial
is designed to examine the potential synergy between triple antiviral drug
therapy and REMUNE on HIV-1 specific immune responses.  The Principal
Investigator of this trial, Dr. Fred Valentine, is Professor of Medicine at New
York University Medical Center and the former Chairman of the Food and Drug
Administration's Antiviral Drugs Advisory Committee.  The trial will be
conducted at eight clinical sites across the United States.

During April 1997, the Company completed a $15.8 million private placement of
units consisting of common stock and warrants to purchase common stock of the
Company.  These units were separately purchased at a price of $7.80 per unit by
Kevin B. Kimberlin, a director of the Company, and Dennis J. Carlo, Ph.D., a
director and president and chief executive officer of the Company.  The units
sold in the private placement consisted of 2,029,719 shares of common stock plus
warrants exercisable for 2,029,719 shares of common stock.  The warrants have a
four year term.  The warrants, with an exercise price of $14 per share, are
callable by the Company if the stock trades at $28 per share or greater for 45
consecutive days.  The terms of the agreements included an initial 25%
downpayment, with the remaining balance, covered by a promissory note to the
Company, due by September 30, 1997.  The shares and warrants are not
transferable until April 1998.

The Company has not been profitable since inception and had an accumulated
deficit of $128 million as of March 31, 1997.  To date, the Company has not
recorded any revenues from the sale of products.


                                        7

<PAGE>

Revenues recorded through March 31,1997 were earned in connection with contract
research and investment income.  The Company expects its operating losses to
continue over the next several years, as well as to have quarter-to-quarter
fluctuations, some of which could be significant, due to expanded research,
development and clinical trial activities.  There can be no assurance that the
Company will be able to generate sufficient product revenue to become profitable
at all or on a sustained basis.


RESULTS OF OPERATIONS
The Company had $1 million in contract research revenue during the quarter ended
March 31, 1997 and no contract research revenue for the quarter ended March 31,
1996.  Contract research revenue was received from Bayer Corporation related to
a research collaboration for a potential therapy for  hemophilia.  The Company
has not received any revenue from the commercial sale of products and does not
expect to derive revenue from the sale of products for the foreseeable future.

Investment income decreased to $609,000 for the quarter ended March 31, 1997,
from $744,000 during the same period in 1996.  The decrease in investment income
in 1997 compared to 1996, was due primarily to a decrease in the Company's cash
position from the first quarter of 1996 compared to 1997.

Research and development expenditures of $8.6 million during the first quarter
of 1997 exceeded such expenditures during the same period in 1996 of $5.5
million.  These additional expenditures in the first quarter of 1997, over the
amounts expended during the same period in 1996, were due primarily to the
expansion of clinical testing and regulatory management of REMUNE.  In addition,
research and development expenditures have increased related to research related
to gene drug delivery and cancer treatments.  Research and development expenses
should continue to rise in the foreseeable future due to expanding preclinical
and clinical testing of the proposed autoimmune disease, gene therapy and cancer
treatments.  Research and development expenses related to the Company's ongoing
large scale Phase III clinical trial with REMUNE are expected to remain
consistent with first quarter levels.

General and administrative expenses for the first quarter of 1997 were $994,000
as compared to $768,000 for the same period in 1996.  The increase in these
expenses during the first quarter ended March 31, 1997 compared to the expenses
during the same period of 1996, is due primarily to an increase in personnel and
other operational expenses.  General and administrative expenses for the
remainder of 1997 necessary to support the Company's expanded research and
development activities are expected to remain consistent with first quarter
levels.

For the quarter ended March 31, 1997, the Company's net loss was $8.0 million,
or $.39 per share, as compared to a net loss of $5.5 million, or $.33 per share,
for the same period in 1996.  The primary factors causing the net loss to
increase in 1997 were the initiation of the Phase III clinical trial with
REMUNE, which began late in the first quarter of 1996, as well as the expansion
of research related to cancer treatments.


LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1997, the Company had working capital of $37.3 million,
including $39.4 million of cash, cash equivalents, marketable securities and
short-term investments.  This compares with working capital at December 31,
1996, of $45.7 million, including $47.8 million of cash, cash equivalents,
marketable securities and short-term investments.  The decrease in working
capital was due to the costs of operating the business.

The Company will need to raise additional funds to conduct research and
development, preclinical studies and clinical trials necessary to bring its
potential products to market and establish manufacturing and marketing
capabilities.  The Company anticipates that the REMUNE Phase III clinical trial
costs will be approximately $10 million per year, with an additional $10 million
cost per year for manufacturing, research and other costs associated with the
product for up to three years.  The anticipated costs with respect to REMUNE
will depend on many factors, including the time required for the Phase III
clinical trial, the number of patients enrolled in the Phase III clinical trial,
the availability of third party reimbursement for expanded access protocols for
REMUNE, the potential for accelerated approval and certain other factors which
will


                                        8

<PAGE>
influence the Company's determination of the appropriate continued investment of
the Company's financial resources in this program.  The Company's future capital
requirements will depend on many factors, including continued scientific
progress in its research and development programs, the scope and results of
preclinical studies and clinical trials, the time and costs involved in
obtaining regulatory approvals, the costs involved in filing, prosecuting and
enforcing patent claims, competing technological and market developments, the
cost of manufacturing scale-up, effective commercialization activities and
arrangement and other factors not within the Company's control.  The Company
intends to seek additional funding through public or private financings,
arrangement with corporate collaborations or other sources.  Adequate funds may
not be available when needed or on terms acceptable to the Company.
Insufficient funds may require the Company to scale back or eliminate some or
all of its research and development programs or license to third parties
products or technologies that the Company would otherwise seek to develop
itself.  The Company believes that its existing resources, including the funds
received from the sale of equity units in a private placement in April 1997,
will meet its anticipated requirements through late-1998.


CERTAIN RISK FACTORS (For a discussion of additional Risk Factors applicable to
the Company, see the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.)

UNCERTAINTY OF PRODUCT DEVELOPMENT AND CLINICAL TESTING.   The Company has not
completed the development of any products and there can be no assurance any
products will be successfully developed.  The Company's potential HIV,
autoimmune disease, gene therapy and cancer products currently under development
will require significant additional research and development efforts and
regulatory approvals prior to potential commercialization.

The Company's potential HIV product, REMUNE, is in a Phase III clinical trial
designed to provide evidence of efficacy based on clinical endpoints; however
there can be no assurance that the results of such clinical trial will
demonstrate that REMUNE is safe and efficacious or, that even if the results of
the clinical trial are considered successful by the Company, that the FDA will
not require the Company to conduct additional large scale clinical trials with
REMUNE before the FDA will consider approving REMUNE for commercial sale.  In
addition, REMUNE is being tested in a Phase II clinical trial in Thailand, in a
pediatric Phase I clinical trial in the United States and in combination trials
with approved HIV therapies in the United States and Spain.  Failure of these
trials to demonstrate the safety and effectiveness of REMUNE could have a
material adverse effect on the regulatory approval process for this potential
product.  The Company's other potential products and technologies are at a much
earlier stage of development than REMUNE.  The Company's gene therapy technology
and certain of its technologies for the treatment of cancer have not yet been
tested in humans and there can be no assurance that human testing of potential
products based on such technologies will be permitted by regulatory authorities
or, that even if human testing is permitted, that products based on such
technologies will be shown to be safe or efficacious.  Potential products based
on the Company's autoimmune technology and certain of its cancer technologies
are at an early stage of clinical testing and there can be no assurance that
such products will be shown to be safe or efficacious.

There can be no assurance that the results of the Company's preclinical studies
and clinical trials will be indicative of future clinical trial results.  A
commitment of substantial resources to conduct time-consuming research,
preclinical studies and clinical trials will be required if the Company is to
develop any products.  Delays in planned patient enrollment in the Company's
current clinical trials or future clinical trials may result in increased costs,
program delays or both.  There can be no assurance that any of the Company's
potential products will prove to be safe and effective in clinical trials, that
FDA or other regulatory approvals will be obtained or that such products will
achieve market acceptance.  Any products resulting from these programs are not
expected to be successfully developed or commercially available for a number of
years, if at all.

There can be no assurance that unacceptable toxicities or side effects will not
occur at any time in the course of human clinical trials or, if any products are
successfully developed and approved for marketing, during commercial use of the
Company's products.  The appearance of any such unacceptable toxicities or side
effects could interrupt, limit, delay or abort the development of any of the
Company's products or, if previously approved, necessitate their withdrawal from
the market.  Furthermore, there can be no assurance that disease resistance will
not limit the efficacy of potential products.


                                        9
<PAGE>

LENGTHY APPROVAL PROCESS AND UNCERTAINTY OF GOVERNMENT REGULATORY REQUIREMENTS.
Clinical testing, manufacture, promotion and sale of the Company's drug products
are subject to extensive regulation by numerous governmental authorities in the
United States, principally the FDA, and corresponding state and foreign
regulatory agencies.  The Company believes that REMUNE and most of its other
potential immune-based therapies will be regulated by the FDA as biological drug
products under current regulations of the FDA.  In general, the regulatory
framework for biological drug products is more rigorous than that for
nonbiological drug products.  The Food, Drug and Cosmetic Act and the Public
Health Service Act, and other federal and state statutes and regulations govern
or influence the testing, manufacture, safety, effectiveness, labeling, storage,
recordkeeping, approval, advertising, distribution and promotion of biological
prescription drug products.  Noncompliance with applicable requirements can
result in, among other things, fines, injunctions, seizure of products, total or
partial suspension of product marketing, failure of the government to grant
premarket approval, withdrawal of marketing approvals and criminal prosecution.

The regulatory process for new therapeutic drug products, including the required
preclinical studies and clinical testing, is lengthy and expensive and there can
be no assurance that necessary FDA clearances will be obtained in a timely
manner, if at all.  There can be no assurance as to the length of the clinical
trial period or the number of patients the FDA will require to be enrolled in
the clinical trials in order to establish the safety and efficacy of the
Company's products.  The Company may encounter significant delays or excessive
costs in its efforts to secure necessary approvals, and regulatory requirements
are evolving and uncertain.  Future United States or foreign legislative or
administrative acts could also prevent or delay regulatory approval of the
Company's products.  There can be no assurance that the Company will be able to
obtain the necessary approvals for clinical trials, manufacturing or marketing
of any of its products under development.  Even if commercial regulatory
approvals are obtained, they may include significant limitations on the
indicated uses for which a product may be marketed.  In addition, a marketed
product is subject to continual FDA review.  Later discovery of previously
unknown problems or failure to comply with the applicable regulatory
requirements may result in restrictions on the marketing of a product or
withdrawal of the product from the market, as well as possible civil or criminal
sanctions.  Failure of the Company to obtain marketing approval for REMUNE or
any of its other products under development on a timely basis, or FDA withdrawal
of marketing approval once obtained, could have a material adverse effect on the
Company's business, financial condition and results of operations.

The steps required before a biological drug product may be marketed in the
United States generally include preclinical studies and the filing of an
Investigational New Drug ("IND") application with the FDA.  Reports of results
of preclinical studies and clinical trials for biological drug products are
submitted to the FDA in the form of a PLA for approval for marketing and
commercial shipment.  Submission of a Product License Application ("PLA") does
not assure FDA approval for marketing.  The PLA review process may take a number
of years to complete, although reviews of applications for treatments of AIDS,
cancer and other life-threatening diseases may be accelerated or expedited.
Failure of the Company to receive FDA marketing approval for REMUNE or any of
its other products under development on a timely basis could have a material
adverse effect on the Company's business, financial condition and results of
operations.  In addition to obtaining approval for each biological drug product,
an Establishment License Application ("ELA") usually must be filed and approved
by the FDA.

Among the other requirements for ELA approval is the requirement that
prospective manufacturers conform to the FDA's drug Good Manufacturing Practices
("GMP") requirements specifically for biological drugs, as well as for other
drugs. In complying with the FDA's drug GMP requirements, manufacturers must
continue to expend time, money and effort in production, recordkeeping and
quality control to assure that the product meets applicable specifications and
other requirements.  Failure to comply with the FDA's drug GMP requirements
subjects the manufacturer to possible FDA regulatory action.  There can be no
assurance that the Company or its contract manufacturers, if any, will be able
to maintain compliance with the FDA's drug GMP requirements on a continuing
basis.  Failure to maintain such compliance could have a material adverse effect
on the Company's business, financial condition and results of operations.

Another requirement for many biological drug products is lot-by-lot release
approval, which necessitates FDA approval of the release of each lot of a
biologic drug before commercialization.  The lot-to-lot release


                                       10

<PAGE>

and ELA requirements may be applied to some or all of the Company's potential
immune-based therapies. The FDA amended its regulations to permit certain
biotechnology and synthetic biological drug products to be eligible for approval
under a biological product license that does not entail lot-to-lot release and
establishment licensing requirements.  The Company believes that its potential
synthetic protein autoimmune disease products will be subject to these new
regulations.  There can be no assurance that REMUNE or any of the Company's
other products will be eligible for approval under a biological drug product
license or otherwise be subject to less rigorous regulation than traditional
biological products.

The Company believes its proprietary GeneDrug-TM- and cancer treatment therapies
will likely be regulated more like traditional biological products, subject to
both PLA and ELA requirements.  As with the Company's other potential products,
the gene therapy and cancer products will be subject to extensive FDA regulation
throughout the product development process, and there can be no assurance that
any of these products will be successful at securing the requisite FDA marketing
approval on a timely basis, if at all.

A number of procedures are available to expedite approval or to allow expanded
access to investigational drugs.  Certain investigational drugs, including
products for the treatment of AIDS, can be distributed outside of traditional
IND requirements on a "treatment IND" basis.  Generally, the FDA may permit an
investigational drug, including an investigational biological drug, to be used
under a "treatment IND" for patients outside of controlled clinical trials under
certain conditions.  Although the FDA has granted expanded access to REMUNE for
those patients who are ineligible to enroll in the Phase III clinical trial, the
FDA has to date not designated expanded access protocols for REMUNE as
"treatment" protocols.  Either expanded access or a treatment protocol
designation might permit third party reimbursement of some of the costs
associated with making REMUNE available to patients in such an expanded access
context.  There can be no assurance that the FDA will determine that REMUNE
meets all of the FDA's criteria for use of an investigational drug for treatment
use or that, even if the product is allowed for treatment use, that third party
payers will provide reimbursement for any of the costs of treatment with REMUNE.

The FDA also has issued regulations to accelerate the approval of or to expedite
the review of new biological drug products for serious or life-threatening
illnesses that provide meaningful therapeutic benefit to patients over existing
treatments.  Under the accelerated approval program, the FDA may grant marketing
approval for a biological or nonbiological drug product earlier than would
normally be the case.  In addition to the accelerated approval process, the FDA
has established procedures designed to expedite the development, evaluation and
marketing of new therapies intended to treat persons with life-threatening and
severely-debilitating illnesses, especially when no satisfactory alternative
therapy exists.  There can be no assurance that the FDA will consider REMUNE or
any other of the Company's products under development to be an appropriate
candidate for accelerated approval or expedited review.

To market any drug products outside of the United States, the Company is also
subject to numerous and varying foreign regulatory requirements, implemented by
foreign health authorities, governing the design and conduct of human clinical
trials and marketing approval.  The approval procedure varies among countries
and can involve additional testing, and the time required to obtain approval may
differ from that required to obtain FDA approval.  The foreign regulatory
approval process includes all of the risks associated with obtaining FDA
approval set forth above, and approval by the FDA does not ensure approval by
the health authorities of any other country.

PATENTS AND PROPRIETARY TECHNOLOGY.  The Company has filed, or participated as
licensee, in the filing of a number of patent applications in the United States
and many international countries.  The Company files applications as appropriate
for patents covering its products and processes.  The Company has been issued
patents, or has licensed patents, covering certain aspects of its proposed HIV,
autoimmune disease, gene therapy and cancer technologies.  The Company's success
may depend in part on its ability to obtain patent protection for its products
and processes.  The Company is aware that a group working with Connective
Therapeutics, Inc. has filed patent applications related to autoimmune disease
research that covers technology similar to that used by the Company.  There can
be no assurance that the Company's patent applications will be issued as patents
or that any of its issued patents, or any patent that may be issued in the
future, will provide the Company with adequate protection for the covered
products, processes or technology.


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<PAGE>


The patent positions of biotechnology and pharmaceutical companies can be highly
uncertain, and involve complex legal and factual questions.  Therefore, the
breadth of claims allowed in biotechnology and pharmaceutical patents cannot be
predicted.  The Company also relies upon unpatented trade secrets and know how,
and no assurance can be given that others will not independently develop
substantially equivalent trade secrets or know how.  In addition, whether or not
the Company's patents are issued, or issued with limited coverage, others may
receive patents which contain claims applicable to the Company's product.  There
can be no assurance that any of the Company's patents, or any patents issued to
the Company in the future, will afford meaningful protection against
competitors.  Defending any such patent could be costly to the Company, and
there can be no assurance that the patent would be held valid by a court of
competent jurisdiction.

The Company also relies on protecting its proprietary technology in part through
confidentiality agreements with its corporate collaborators, employees,
consultants and certain contractors.  There can be no assurance that these
agreements will not be breached, that the Company will have adequate remedies
for any breach, or that the Company's trade secrets will not otherwise become
known or independently discovered by its competitors.

It is possible that the Company's products or processes will infringe, or will
be found to infringe, patents not owned or controlled by the Company.  If any
relevant claims of third-party patents are upheld as valid and enforceable, the
Company could be prevented from practicing the subject matter claimed in such
patents, or would be required to obtain licenses or redesign its products or
processes to avoid infringement.  There can be no assurance that such licenses
would be available at all or on terms commercially reasonable to the Company or
that the Company could redesign its products or processes to avoid infringement.
Litigation may be necessary to defend against claims of infringement, to enforce
patents issued to the Company or to protect trade secrets.  Such litigation
could result in substantial costs and diversion of management efforts regardless
of the results of such litigation and an adverse result could subject the
Company to significant liabilities to third parties, require disputed rights to
be licensed or require the Company to cease using such technology.

TECHNOLOGICAL CHANGE AND COMPETITION.  The biotechnology industry continues to
undergo rapid change and competition is intense and is expected to increase.
There can be no assurance that competitors have not or will not succeed in
developing technologies and products that are more effective than any which have
been or are being developed by the Company or which would render the Company's
technology and products obsolete and noncompetitive.  Many of the Company's
competitors have substantially greater experience, financial and technical
resources and production, marketing and development capabilities than the
Company.  Accordingly, certain of the Company's competitors may succeed in
obtaining regulatory approval for products more rapidly or effectively than the
Company.  If the Company commences commercial sales of its products, it will
also be competing with respect to manufacturing efficiency and sales and
marketing capabilities, areas in which it currently has no experience.

DEPENDENCE ON THIRD PARTIES.  The Company's strategy for the research,
development and commercialization of its products requires entering into various
arrangements with corporate collaborators (such as the Company's agreement with
Bayer Corporation ("Bayer")), licensors, licensees and others, and the Company's
commercial success is dependent upon these outside parties performing their
respective contractual responsibilities.  The amount and timing of resources
such third parties will devote to these activities may not be within the control
of the Company.  There can be no assurance that such parties will perform their
obligations as expected or that the Company will derive any revenue from such
arrangements.  Although the Company has collaborative agreements with several
universities and research institutions, the Company's agreement with Bayer is
the only collaborative agreement that will provide the Company with contract
revenue.  There can be no assurance that these collaborations will result in the
development of any commercial products. Immune Response intends to seek
additional collaborative arrangements to develop and commercialize certain of
its products.  There can be no assurance that the Company will be able to
negotiate collaborative arrangements on favorable terms, or at all, in the
future, or that its current or future collaborative arrangements will be
successful.


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<PAGE>

LACK OF COMMERCIAL MANUFACTURING AND MARKETING EXPERIENCE.  The Company has a
manufacturing facility for REMUNE located in King of Prussia, Pennsylvania, and
a pilot manufacturing facility in Carlsbad, California for its other products.
The Company has not yet manufactured its product candidates in commercial
quantities.  No assurance can be given that the Company, on a timely basis, will
be able to make the transition from manufacturing clinical trial quantities to
commercial production quantities successfully or be able to arrange for contract
manufacturing.  The Company believes it will be able to manufacture REMUNE for
initial commercialization, if the product obtains FDA approval, but it has not
yet demonstrated the capability to manufacture REMUNE in commercial quantities,
or its autoimmune disease, gene therapy and cancer treatments in large-scale
clinical or commercial quantities.  The Company has no experience in the sales,
marketing and distribution of pharmaceutical products.  There can be no
assurance that the Company will be able to establish sales, marketing and
distribution capabilities or make arrangements with its collaborators, licensees
or others to perform such activities or that such efforts will be successful.

The manufacture of the Company's products involves a number of steps and
requires compliance with stringent quality control specifications imposed by the
Company itself and by the FDA.  Moreover, the Company's products can only be
manufactured in a facility that has undergone a satisfactory inspection by the
FDA.  For these reasons, the Company would not be able quickly to replace its
manufacturing capacity if it were unable to use its manufacturing facilities as
a result of a fire, natural disaster (including an earthquake), equipment
failure or other difficulty, or if such facilities are deemed not in compliance
with the FDA's drug GMP requirements and the non-compliance could not be rapidly
rectified.  The Company's inability or reduced capacity to manufacture its
products would have a material adverse effect on the Company's business and
results of operations.

The Company may enter into arrangements with contract manufacturing companies to
expand its own production capacity in order to meet requirements for its
products, or to attempt to improve manufacturing efficiency.  If the Company
chooses to contract for manufacturing services and encounters delays or
difficulties in establishing relationships with manufacturers to produce,
package and distribute its finished products, clinical trials, market
introduction and subsequent sales of such products would be adversely affected.
Further, contract manufacturers must also operate in compliance with the FDA's
drug GMP requirements; failure to do so could result in, among other things, the
disruption of product supplies.  Until recently, biologic product licenses could
not be held by any company unless it performed significant manufacturing
operations.  The FDA amended its regulations in this regard, and the Company
believes that under these new regulations it can now hold licenses for its
biological products without performing significant manufacturing steps.
Nonetheless, the Company's potential dependence upon third parties for the
manufacture of its products may adversely affect the Company's profit margins
and its ability to develop and deliver such products on a timely and competitive
basis.


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<PAGE>

PART II -- OTHER INFORMATION

ITEM 2. -- CHANGES IN SECURITIES

On April 17, 1997, the Company issued 2,029,719 units (the "Units"), each Unit
consisting of one share of common stock and one warrant to purchase one share of
common stock, to Kevin B. Kimberlin, a director of the Company, and Dennis J.
Carlo, Ph.D., a director and president and chief executive officer of the
Company, at a price of $7.80 per Unit.  The aggregate consideration of
$15,831,808, consisted of $3,957,952 in cash and promissory notes in the
principal amount of $11,873,856, which are due September 30, 1997, with interest
of 5.73% per annum.  The warrants have an exercise price of $14 per share, a
four year term and are callable by the Company at $.05 per share if the fair
market value of the Company's common stock is equal to or greater than $28 per
share over any consecutive 45 day period.  The Company has agreed to sell an
aggregate of 21,562 additional Units at $7.80 per share to Mr. Kimberlin and Dr.
Carlo on or before May 27, 1997, if such sale is approved by the National
Association of Securities Dealers, Inc.  The Company relied on the exemption
provided for by Rule 506 under Regulation D and Section 4(2) of the Securities
Act of 1933, as amended.

The recipients of the above-described securities represented their intention to
acquire the securities for investment only and not with a view to distribution
thereof.  Appropriate legends were affixed to the stock certificates and
debenture issued in such transactions.  All recipients had adequate access,
through employment or other relationships, to information about the Company.



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

a)   Exhibits

     10.58*    Collaboration Agreement by and between The Immune Response
               Corporation and Bayer Corporation, dated as of July 8, 1996

     10.59     Unit Purchase Agreement, dated April 15, 1997, between The Immune
               Response Corporation and Kevin B. Kimberlin, including Common
               Stock Purchase Warrant, Promissory Note and Stock Pledge
               Agreement

     10.60     Unit Purchase Agreement, dated April 15, 1997, between The Immune
               Response Corporation and Dennis J. Carlo, Ph.D., including Common
               Stock Purchase Warrant, Promissory Note and Stock Pledge
               Agreement

     10.61     Amendment No. 1 to Rights Agreements (Exhibit 10.47), dated April
               17, 1997, between The Immune Response Corporation and Harris
               Trust Company of California

     27        Financial Data Schedule



*    Incorporated by reference to Exhibit 10.1 to the Company's Current Report
     on Form 8-K, as amended, dated July 8, 1996.  Confidential treatment has
     been granted for certain portions of the Exhibit.



b)   Reports on Form 8-K

     Not applicable


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<PAGE>


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.




                                        THE IMMUNE RESPONSE CORPORATION






Date:     May 6, 1997                         s/Charles J. Cashion
     --------------------------           --------------------------------------
                                          Charles J. Cashion
                                          Vice President, Finance
                                          Secretary and Treasurer


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