SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

                                   (Mark one)

   X         Quarterly  report pursuant to Section 13 or 15(d) of the Securities
             Exchange Act of 1934.  For the quarterly  period ended December 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
                                     0-19423

                                 Somatogen, Inc.
             (Exact name of registrant as specified in its charter)


                   Delaware                                  84-0991858
        (State or other jurisdiction of                   (I.R.S. Employer
        incorporation or organization)                    Identification No.)

2545 Central Ave., Suite FD 1, Boulder, CO                   80301-2857
  (Address of principal executive offices)                   (Zip Code)

       Registrant's telephone number, including area code: (303) 440-9988

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

                          Common Stock $.001 par value
                                (Title of Class)

         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.

         Common Stock $.001 par value                        20,921,839
                  Class                          Outstanding at January 19, 1998

There are a total of 12 pages included in this document.


Somatogen,   Inc.,  the  Somatogen  logo  and  Optro(R)  are  tradenames  and/or
trademarks of the Company. All other brand names or trademarks appearing in this
Form 10-Q are the property of their respective holders.


<PAGE> 2


                                 SOMATOGEN, INC.
                                      INDEX






PART I.  FINANCIAL INFORMATION                                     PAGE NO.

  Consolidated Balance Sheet -
         December 31, 1997 and June 30, 1997                          3

  Consolidated Statement of Operations-
         for the three and six-month  periods  
         ended  December 31, 1997 and 1996
         and the period from July 10, 1985 (inception) to
         December 31, 1997                                            4

  Consolidated Statement of Cash Flows -
         for the six-month periods ended December 31, 1997 and
         1996 and the period from July 10, 1985 (inception) to
         December 31, 1997                                            5

  Notes to Consolidated Financial Statements                          6

  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                   7-10

PART II. OTHER INFORMATION                                            11

SIGNATURES                                                            12


<PAGE> 3

<TABLE>
<CAPTION>

                                 SOMATOGEN, INC.
                    (A Corporation in the Development Stage)
                           CONSOLIDATED BALANCE SHEET
               (In thousands, except share and per share amounts)

                                     ASSETS
                                                                    December 31,          June 30,
                                                                         1997               1997
                                                                     (unaudited)
<S>                                                                 <C>                 <C>
Current assets:
     Cash and cash equivalents                                       $    15,560        $    24,868
     Short-term investments                                               21,078             19,158
     Other receivables                                                       519                483
     Prepaid expenses and other current assets                               163                382
                                                                     -----------        -----------
         Total current assets                                             37,320             44,891

Property and equipment, at cost, net of
       accumulated depreciation and amortization                           3,832              3,842
Assets held for sale                                                       5,758              5,942
Other assets, net                                                          1,393              1,356
                                                                     -----------        -----------
                                                                     $    48,303        $    56,031
                                                                     ===========        ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                                $     1,170        $     1,363
     Accrued payroll                                                         571                543
     Other accrued liabilities                                               537                527
                                                                     -----------        -----------
         Total current liabilities                                         2,278              2,433
                                                                     -----------        -----------

Commitments and contingencies
Stockholders' equity:
     Preferred stock, $.001 par value, 10,000,000 shares
         authorized at December 31, 1997,
         no shares issued or outstanding                                    --                 --
     Common stock, $.001 par value; 35,000,000 shares
         authorized, 20,921,839 and 20,865,362 shares
         issued and outstanding at December 31, 1997 and
         June 30, 1997, respectively                                          21                 21
     Additional paid-in capital                                          205,997            205,652
     Deficit accumulated during the development stage                   (159,758)          (151,888)
     Deferred compensation related to grant of options                      (235)              (187)
                                                                     -----------        -----------
         Total stockholders' equity                                       46,025             53,598
                                                                     -----------        -----------
                                                                     $    48,303        $    56,031
                                                                     ===========        ===========
                    
             See accompanying notes to consolidated financial statements.

</TABLE>


<PAGE> 4

<TABLE>
<CAPTION>

                                 SOMATOGEN, INC.
                    (A Corporation in the Development Stage)
                      CONSOLIDATED STATEMENT OF OPERATIONS
               (In thousands, except share and per share amounts)
                                   (Unaudited)


                                                                                                    Period from
                                              Three-months ended          Six-months ended         July 10, 1985
                                                 December  31,              December  31,         (inception) to
                                            ----------------------      --------------------
                                              1997           1996         1997         1996       December 31, 1997
                                              ----           ----         ----         ----       -----------------
<S>                                        <C>           <C>           <C>          <C>             <C>
Revenue:
   Technology disclosure and license fees  $       --     $     --     $      --    $      --        $   4,904
   Research and development grants
       and contracts                               --           --            --           --            1,684
                                           ----------     --------     ---------    ---------       ----------

         Total revenue                             --           --            --           --            6,588
                                           ----------     --------     ---------    ---------       ----------

Operating expenses:
   Research and development                     3,903        5,320         7,653       10,201          128,984
   Reimbursements from Lilly                       --       (1,315)           --       (2,984)         (15,577)
   Reimbursements to Lilly                         --          195            --        1,035            4,483
                                           ----------     --------     ---------    ---------       ----------
   Research and development, net                3,903        4,200         7,653        8,252          117,890
   General, administrative and marketing          699          799         1,522        1,809           32,894
   Writedown of manufacturing
       facility assets                             --           --            --           --           29,194
                                           ----------     --------     ---------    ---------       ----------
         Total operating expenses               4,602        4,999         9,175       10,061          179,978
                                           ----------     --------     ---------    ---------       ----------

   Operating loss                              (4,602)      (4,999)       (9,175)     (10,061)        (173,390)

   Interest and other income, net                 706          635         1,305        1,320           18,550
                                           ----------     --------     ---------    ---------       ----------

   Loss from continuing operations             (3,896)      (4,364)       (7,870)      (8,741)        (154,840)

Discontinued operations:
   Loss from operations of subsidiary              --           --            --           --           (1,225)
   Gain on sale of subsidiary                      --           --            --           --              300
                                           ----------     --------     ---------    ---------       ----------

   Net loss                                $   (3,896) $    (4,364)   $   (7,870)  $   (8,741)      $ (155,765)
                                           ==========  ===========   ===========   ==========       ==========

   Basic and diluted net loss per share    $    (0.19) $     (0.21)   $    (0.38)  $    (0.42)
                                           ==========  ===========    ==========   ========== 

   Shares used in calculating
       per share data                      20,889,000   20,727,000    20,880,000   20,715,000
                                           ==========   ==========   ===========   ==========



               See accompanying  notes to consolidated financial statements.

</TABLE>

<PAGE> 5

<TABLE>
<CAPTION>

                                             SOMATOGEN, INC.
                                (A Corporation in the Development Stage)
                                  CONSOLIDATED STATEMENT OF CASH FLOWS
                                        (In thousands - unaudited)

                                                                                                       Period from
                                                                          Six-months ended            July 10, 1985
                                                                            December 31,              (inception) to
                                                                        1997            1996         December 31, 1997
                                                                        ----            ----         -----------------
<S>                                                               <C>             <C>               <C>
Cash flows provided by (used in) operating activities:
     Net loss                                                     $    (7,870)    $    (8,741)      $   (155,765)
     Adjustments to reconcile net loss to net cash
         used in operating activities:
         Depreciation and amortization                                    716             814             17,168
         Writedown of manufacturing facility assets                        --              --             29,194
         Other, net                                                        90             201              1,303
     Changes in assets and liabilities:
         Receivables                                                      (36)            772               (357)
         Prepaid expenses and other current assets                        219             111               (138)
         Accounts payable and accrued liabilities                        (155)         (1,688)             2,429
         Other, net                                                        --              --                335
                                                                  -----------      ----------       ------------
           Net cash used in operating activities                       (7,036)         (8,531)          (105,831)
                                                                  -----------      ----------       ------------


Cash flows provided by (used in) investing activities:
     Purchase of short-term investments                               (23,988)        (27,982)          (332,667)
     Proceeds from sale of short-term investments                      22,068          24,732            311,589
     Purchases of property and equipment                                 (580)           (831)           (24,091)
     Proceeds from sale of property and equipment                         210             244              3,520
     Additions to construction-in-progress                                 --              --            (18,956)
     Other, net                                                          (111)           (234)            (9,399)
                                                                  -----------      ----------       ------------
         Net cash used in investing activities                         (2,401)         (4,071)           (70,004)
                                                                  ------------     -----------      ------------

Cash flows provided by (used in) financing activities:
     Payments of capital lease obligations and long-
         term debt                                                         --            (158)           (10,467)
     Net proceeds from issuance of stock and warrants                     129             375            198,343
     Other                                                                 --              --              3,519
                                                                  -----------      ----------       ------------
     Net cash provided by financing activities                            129             217            191,395
                                                                  -----------      ----------       ------------
Net increase (decrease) in cash and cash equivalents                   (9,308)        (12,385)            15,560
Cash and cash equivalents at beginning of period                       24,868          29,541                 --
                                                                  -----------      ----------       ------------

Cash and cash equivalents at end of period                        $    15,560      $   17,156       $     15,560
                                                                  ===========      ==========       ============

Supplemental disclosures of cash flow information:
     Cash paid for interest                                       $         6      $       12       $      2,405
     Capital lease obligations incurred for purchase
         of property and equipment                                         --              --              5,318
     Equipment deposits transferred to net
         property, plant and equipment                                     --              --              3,423
     Net property, plant and equipment transferred
         to assets held for sale                                           --              --              9,541


                See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE> 6



                                 SOMATOGEN, INC.
                    (A Corporation in the Development Stage)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1997
                                   (Unaudited)


Note 1.  Statement of Accounting Presentation

         In the opinion of the Company, the accompanying  unaudited consolidated
financial  statements  include  all  adjustments   (consisting  only  of  normal
recurring  accruals)  necessary  to  fairly  state  the  Company's  consolidated
financial  position as of  December  31,  1997 and the  consolidated  results of
operations and of cash flows for the three and six-month  periods ended December
31, 1997 and 1996, and for the period from July 10, 1985 (inception) to December
31, 1997. The accompanying  consolidated  financial statements should be read in
conjunction with the consolidated financial statements included in the Company's
Annual Report on Form 10-K for the year ended June 30, 1997. The information set
forth in the  accompanying  consolidated  balance sheet as of June 30, 1997, has
been  derived  from the  audited  consolidated  balance  sheet  included  in the
Company's Annual Report on Form 10-K for the year ended June 30, 1997.

         Interim results are not  necessarily  indicative of the results for the
full year.


Note 2.  Strategic Alliance and Research and Development Arrangement

         In June 1994, the Company entered into a global strategic alliance (the
"Alliance")  with Eli Lilly and  Company  ("Lilly")  to  co-develop  Optro,  the
Company's lead development compound. The Alliance was terminated in May 1997, at
which  time all  rights  to  Optro  reverted  back to the  Company,  except  the
marketing rights to Optro in Scandinavia  which Pharmacia & Upjohn Inc. received
under its 1991 agreement with the Company.  In accordance  with the  termination
provision of the Alliance,  the Company received a one-time  termination payment
of  $6,000,000  in May 1997 and in July 1997,  the Company and Lilly  executed a
revolving  credit  agreement  which  provides  that the Company may borrow up to
$8,000,000 from Lilly.


Note 3.  Net Loss Per Share

         Basic loss per share is computed  using the weighted  average number of
shares of common stock outstanding.  Common equivalent shares from stock options
are excluded from the  computation of diluted net loss per share as their effect
is antidilutive.




<PAGE> 7


                                 SOMATOGEN, INC.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations


         Except for the historical  information  contained herein, the following
discussion   contains   forward-looking   statements   that  involve  risks  and
uncertainties.  The Company's actual results could differ  materially from those
discussed  here.  Factors  that could cause or  contribute  to such  differences
include,  but are not  limited to,  those  discussed  in this  section and those
discussed in the  Company's  Annual  Report on Form 10-K for the year ended June
30, 1997.

         Since 1987,  Somatogen  has been a  development  stage  Company and has
devoted  substantially  all  of  its  efforts  and  resources  to  research  and
development  related to its recombinant  hemoglobin  technology.  No revenue has
been  generated by Somatogen to date from  commercial  product  sales,  and such
sales are not  expected to commence  for  several  years,  if at all. To achieve
sustained profitable  operations,  Somatogen must successfully  develop,  obtain
regulatory  approval for,  manufacture  and market its products.  The time-frame
necessary  to achieve  market  success  for any  individual  product is long and
uncertain.  There can be no  assurance  that the Company will be able to achieve
profitability at all or on a sustained basis.

         For the period from its  inception to December  31,  1997,  the Company
incurred a  cumulative  net loss of  $155,765,000.  The  operating  loss for the
remainder of fiscal 1998 is expected to remain  relatively  consistent  with the
level experienced during the six-month period ended December 31, 1997.  However,
the Company expects to incur substantial and increasing operating losses for the
next several years as the Company's products will require significant additional
research and development  including extensive  preclinical and clinical testing,
before the Company will be able to apply for and obtain approval from the FDA or
corresponding foreign authorities for any indication, if at all. There can be no
assurance  that  the  Company's   research  and  development   efforts  will  be
successful,  that any of the Company's  products  under  development,  including
Optro,  will prove to be safe or effective in clinical trials,  that the Company
will be able to  obtain  regulatory  approval  to sell  any  products,  that the
products can be manufactured at an acceptable cost and with appropriate quality,
or that any products, if and when approved, could be successfully marketed.

Results of Operations

         Revenue

         The Company did not recognize any revenue for the three or six-month 
periods ended  December 31, 1997 or 1996.

         Operating Expenses

         Total  operating  expense  decreased  by 8% to  $4,602,000  during  the
quarter ended December 31, 1997 from $4,999,000 for the comparable period in the
previous  fiscal year. For the six-month  period ended December 31, 1997,  total
operating  expense  decreased  by 9% to  $9,175,000  from  $10,061,000  for  the
comparable period in the previous fiscal year.


<PAGE> 8



         Net research and development expense for the quarter ended December 31,
1997 decreased by 7% to $3,903,000 from $4,200,000 for the comparable  period in
the previous fiscal year. This decrease in net research and development  expense
was  primarily  due to  lower  personnel  and  laboratory  supply  expenditures,
partially  offset by a decrease  in  reimbursements  from Eli Lilly and  Company
("Lilly").  For the six-month  period ended  December 31, 1997, net research and
development  expense  decreased  by 7% to  $7,653,000  from  $8,252,000  for the
comparable  period in the previous  fiscal year. This decrease was primarily due
to lower personnel and laboratory  supply  expenditures,  partially offset by an
increase  in  clinical  and  preclinical  trial  expenditures  and a decrease in
reimbursements from Lilly.

         General,  administrative  and  marketing  expense  decreased  by 13% to
$699,000  for  the  quarter  ended  December  31,  1997  from  $799,000  for the
comparable  quarter in the previous fiscal year. This decrease was primarily due
to lower personnel  expense.  For the six-month  period ended December 31, 1997,
general,  administrative  and marketing  expense  decreased by 16% to $1,522,000
from $1,809,000 for the comparable period in previous fiscal year. This decrease
was primarily due to lower personnel, consulting and legal expenses.

         Interest and Other Income, Net

         Interest and other income  increased to $706,000 for the quarter  ended
December 31, 1997 from $635,000 for the comparable period in the previous fiscal
year. This increase was primarily due to an increase in other income  recognized
from a retroactive adjustment to a research and development agreement, partially
offset  by a  decrease  in  interest  income  due to  lower  average  investment
balances.  For the six-month period ended December 31, 1997,  interest and other
income decreased to $1,305,000 from $1,320,000 for the comparable  period in the
previous  fiscal year. This decrease is a result of lower interest income due to
lower  average  investment  balances,  partially  offset by an increase in other
income from a retroactive adjustment to a research and development agreement.

         Net Loss

         The net loss for the quarter ended December 31, 1997 was $3,896,000 (or
$0.19 per share) compared to $4,364,000 (or $0.21 per share) for the same period
in fiscal 1997. For the six-month  periods ended December 31, 1997 and 1996, the
net loss totaled  $7,870,000  (or $0.38 per share) and  $8,741,000 (or $0.42 per
share), respectively.

Liquidity and Capital Resources

         Somatogen's  operations  to date have consumed  substantial  amounts of
cash. During the remainder of fiscal 1998, negative cash flow from operations is
expected to remain relatively  comparable to the levels  experienced  during the
six-month  period  ended  December 31, 1997.  However,  negative  cash flow from
operations  is expected to increase in  subsequent  fiscal years as the clinical
studies for Optro increase in scope and the preclinical and clinical  studies of
new products are undertaken. Somatogen will need to raise significant additional
funds in order to fund the Company's future operations and capital  expenditures
prior to  commercialization  of the Company's  products.  The Company has relied
primarily on public and private  offerings of equity and cost sharing and equity
investments  pursuant to the Lilly strategic alliance to fund its operations and
upon  equipment  leasing  arrangements  to finance  the  acquisition  of capital
equipment for the Company's laboratory and pilot manufacturing facilities.

<PAGE> 9

           At  December  31, 1997 the Company  had cash,  cash  equivalents  and
short-term investments of $36,638,000.  The Company's cash, cash equivalents and
short-term investments decreased  approximately  $7,388,000 during the six-month
period ended December 31, 1997.  This decrease was primarily a result of the use
of cash for operations.

         In September  1992, the Company  commenced  construction  of a clinical
manufacturing  facility.  The Company had also  acquired land for, and begun the
design of, a larger  commercial  manufacturing  facility.  In  conjunction  with
entering  into the Lilly  strategic  alliance,  an  evaluation  of the Company's
future manufacturing requirements was completed and construction of the clinical
manufacturing  facility was  discontinued.  During the fourth  quarter of fiscal
1994,  the Company  recognized a  non-recurring  charge,  which was  principally
non-cash,   associated  with  the  writedown  of  its  clinical  and  commercial
manufacturing  assets of  $29,200,000.  The  components  of the charge  included
approximately  $21,000,000 for the clinical manufacturing  facility,  $6,000,000
for related manufacturing  equipment and $2,200,000 for engineering design costs
for the proposed commercial manufacturing facility.

         Land and building related to  manufacturing  facilities and the related
manufacturing  equipment  aggregating  $5,758,000  are classified in Somatogen's
balance  sheet as assets  held for  sale.  During  the  six-month  period  ended
December 31, 1997, the Company realized  approximately $171,000 in proceeds from
the sale of assets held for sale.  The Company  believes the aggregate  carrying
value of all assets held for sale approximates the assets' net realizable value;
however,  the Company  continues  to monitor  estimated  realizable  values on a
quarterly  basis.  There can be no assurances  that the Company will realize the
aggregate carrying value of assets held for sale. Proceeds from such asset sales
are being used for general corporate purposes.

         The  Company  historically  has  leased a  significant  portion  of the
equipment  used in its  laboratory  and pilot  manufacturing  facilities.  As of
December 31, 1997, the Company had aggregate future operating lease  obligations
of approximately  $2,013,000,  which excludes  approximately $116,000 related to
operating  leases which were renewed and converted into capital leases effective
January 1, 1998.  There were no capital  lease  obligations  as of December  31,
1997; however,  effective January 1, 1998, certain operating leases were renewed
and  converted  into capital  leases with  minimum  lease  payments  aggregating
$597,000.  The Company spent $580,000 during the six-month period ended December
31, 1997 for the purchase of capital equipment and leasehold improvements.

         The  Company's  near-term  operating   requirements  include  increased
research  and  development  expenditures,  including  costs  related to clinical
trials and new product  development  and  manufacturing.  The Company's  capital
spending program includes purchases of additional equipment for its research and
development  laboratories and pilot manufacturing facility. In subsequent fiscal
years, the Company's  operating  requirements are expected to include continuing
increases  in research  and  development  funding to cover the costs of expanded
preclinical  and  clinical  studies,  expenditures  associated  with  commercial
manufacturing,  as well as general,  administrative,  marketing and distribution
expenses.


<PAGE> 10


         In order to meet its long-term financing requirements,  the Company may
pursue a number of  financing  alternatives,  including  public  and/or  private
offerings  of  securities  and  strategic  alliances.  The Company is  currently
engaged in preliminary  discussions with potential strategic partners.  However,
there  can be no  assurance  that the  Company  will be able to  enter  into any
strategic  relationships  and/or  raise  additional  financing.  There can be no
assurance that any strategic  relationship which the Company may enter into will
be on terms favorable to the Company,  or that any additional  funding which may
become  available  to the Company will be on  acceptable  terms.  The  Company's
ability to raise  additional  financing may be dependent on many factors  beyond
the Company's  control,  including the state of the capital markets and the rate
of progress of the Company's clinical trials. Any additional  financing that the
Company may be able to obtain could result in  substantial  dilution to existing
stockholders.  If adequate funds are not available, the Company will be required
to significantly curtail operations.  Any such action could impact the Company's
research and  development  programs,  including  the  Company's  clinical  trial
program.  Any of these events could  adversely  affect the Company's  ability to
commercialize its products.

         Cash  requirements  for the Company may vary  materially from those now
planned due to results of research and development, results of clinical testing,
changes  in focus  and  direction  of the  Company's  research  and  development
programs,  manufacturing processes,  competitive and technological advances, the
FDA  regulatory  process,  changes in the Company's  marketing and  distribution
strategy and other factors.



<PAGE> 11


                           PART II. OTHER INFORMATION

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

             At the Company's annual meeting of stockholders, which was held on
             October 28, 1997, the Company's stockholders elected the following
             seven  persons as  directors,  each to serve until the next annual
             meeting of stockholders or until his/her  successor is elected and
             qualified: Andre de Bruin, Bernadine Healy, Carlos A. Ferrer, Gene
             I. Miller, George B. Rathmann, Jack W. Schuler and Ralph Snyderman.

             The following votes were cast by the stockholders  with respect to
             the election of directors named in the Proxy Statement:

<TABLE>
<CAPTION>
                                         Shares               Shares Voted
                  Director              Voted For           Against/Withheld
             <S>                       <C>                       <C>
             Andre de Bruin            17,338,437                176,458
             Carlos A. Ferrer          17,338,795                176,100
             Bernadine Healy           17,339,325                175,570
             Gene I. Miller            17,338,481                176,414
             George B. Rathmann        17,339,326                175,569
             Jack W. Schuler           17,339,726                175,169
             Ralph Snyderman           17,339,425                175,470
</TABLE>

             The  stockholders  also  approved an  amendment  to the  Company's
             Non-Employee  Director Stock Option Plan  ("Directors'  Plan"), to
             increase the aggregate number of shares of Common Stock authorized
             for  issuance  under the  Directors'  Plan by 200,000  shares,  to
             increase the non-discretionary  option grants under the Directors'
             Plan,  to  accelerate  the  vesting of options  granted  under the
             Directors'  Plan upon  certain  changes in control of the Company,
             and  to  incorporate  a  directors'   deferred  fee  option  grant
             provision. Voting in favor were 16,533,691,  opposed were 852,619,
             abstaining were 128,585 and broker non-votes were zero.

             The  stockholders  also ratified the selection of Price Waterhouse
             LLP as the Company's  independent  accountants for the fiscal year
             ending June 30,  1998.  Voting in favor were  17,349,093,  opposed
             were 117,039,  abstaining  were 48,763 and broker  non-votes  were
             zero.

Item 6.      Exhibits and Reports on Form 8-K

             a)  Exhibits

                 27.1 - Financial Data Schedule (submitted to the SEC only in
                        electronic format).

             b)  Reports on Form 8-K

                 None


<PAGE> 12


                                 SOMATOGEN, INC.
                                   SIGNATURES


         The  financial  information  furnished  herein has not been  audited by
independent  accountants;  however, in the opinion of management all adjustments
necessary  for a fair  presentation  for the three and  six-month  periods ended
December 31, 1997 and 1996, have been included.

         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.

Date:    January 21, 1998           SOMATOGEN, INC.

                                                             
                                    Andre de Bruin
                                    Chairman of the Board, President
                                    and Chief Executive Officer
                                    (Authorized Signatory)


                                    Timothy D. Hoogheem
                                    Senior Vice President of Finance
                                    and Administration, Chief Financial
                                    Officer, Treasurer and Assistant Secretary
                                    (Principal Financial Officer)


                                    Conrad A. McCarty
                                    Corporate Controller
                                    (Principal Accounting Officer)