<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-Q/A

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For Quarter Ended March 31, 1997                  Commission File Number 0-19373

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

        Delaware                                        13-3058261
(State of other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                   65 Railroad Avenue, Ridgefield, N.J. 07657
               (Address of principal executive offices) (Zip Code)

                                  (201)945-9550
              (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.

                           (1)      Yes   X          No ____
                                        ----

The number of shares outstanding of the issuer's common stock as of the latest
practicable date:
<TABLE>
<CAPTION>
                   Class                              March 31, 1997
                   -----                              --------------
<S>                                                     <C>
        Common stock, $ 0.0001 par value                10,755,644
</TABLE>
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ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K


A.  EXHIBITS

         10.1     United States License Agreement dated February 7, 1997 between
                  Biomatrix, Inc. and American Home Products Corporation.
                  (Confidential treatment requested. Confidential portions have
                  been omitted and filed separately with the Commission.)

         10.2     International License Agreement dated February 7, 1997 between
                  Biomatrix, Inc. and American Home Products Corporation.
                  (Confidential treatment requested. Confidential portions have
                  been omitted and filed separately with the Commission.)

         10.3     Supply Agreement dated February 7, 1997 between Biomatrix,
                  Inc. and American Home Products Corporation. (Confidential
                  treatment requested. Confidential portions have been omitted
                  and filed separately with the Commission.)

         10.4     Trademark License Agreement dated February 7, 1997 between
                  Biomatrix, Inc. and American Home Products Corporation.
                  (Confidential treatment requested. Confidential portions have
                  been omitted and filed separately with the Commission.)

        *11       Computation of Earnings Per Share

        *27       Financial Data Schedule


B.   REPORTS ON FORM 8-K

     *  Incorporated by reference to registrant's quarterly report on Form 10-Q
        filed with the Securities and Exchange Commission on May 15, 1997.


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                                 BIOMATRIX, INC.



                                   SIGNATURES


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


   
DATE:        November 24,1998         BIOMATRIX, INC.


                                     By: /s/ Rory B. Riggs
                                         ---------------------------
                                         Rory B. Riggs
                                         President