<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------

                                    FORM 10-Q

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


FOR THE QUARTER ENDED MARCH 31, 1998              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.

                        Yes   X          No ____

The number of shares outstanding of the issuer's common stock as of the latest
practicable date:

         Class                                         March 31, 1998

Common stock, $ 0.0001 par value                         11,037,338
<PAGE>   2
                                 BIOMATRIX, INC.

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                   PAGE

PART I.           FINANCIAL INFORMATION

                  ITEM 1 - Unaudited Condensed Consolidated Financial Statements
<S>                                                                                               <C>
                  Condensed Consolidated Balance Sheets as of
                  March 31, 1998 and December 31, 1997 (Unaudited)...........................       3

                  Condensed Consolidated Statements of Operations for the
                  Three Months Ended March 31, 1998 and 1997 (Unaudited).....................       4

                  Condensed Consolidated Statements of Cash Flows for the
                  Three Months Ended March 31, 1998 and 1997 (Unaudited).....................       5

                  Notes to Condensed Consolidated Financial Statements.......................       6

                  ITEM 2

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

PART II.          OTHER INFORMATION

                  ITEM 6

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

                  Signatures.................................................................      15
</TABLE>



                                       2
<PAGE>   3
                        BIOMATRIX, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     March 31,         December 31,
                                                                       1998                1997
                                                                   ------------        ------------
     ASSETS
<S>                                                                <C>                 <C>         
Current assets:
   Cash and cash equivalents ...............................       $ 12,363,275        $ 17,387,085
   Accounts receivable, less allowance for doubtful accounts
     of $25,500 in 1998 and 1997 ...........................          4,096,007           3,517,112
   Inventory, at lower of cost or market ...................          3,550,065           3,111,351
   Prepaid expenses and other current assets ...............          1,888,102           1,903,528
                                                                   ------------        ------------
          Total current assets .............................         21,897,449          25,919,076
Property, plant and equipment, net .........................         24,205,699          17,780,526
Other assets ...............................................          1,832,910             525,045
                                                                   ------------        ------------
          Total assets .....................................       $ 47,936,058        $ 44,224,647
                                                                   ============        ============

     LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Current portion of notes payable ........................       $    160,421        $    162,210
   Current portion of capital lease obligations ............             16,641              16,062
   Accounts payable ........................................          2,748,564             784,894
   Accrued expenses ........................................          3,646,682           3,053,770
                                                                   ------------        ------------
           Total current liabilities .......................          6,572,308           4,016,936
Notes payable less current maturities ......................            936,871             935,478
Capital lease obligations less current maturities ..........          4,659,778           4,663,715
                                                                   ------------        ------------
           Total liabilities ...............................         12,168,957           9,616,129
                                                                   ------------        ------------

Commitments and contingent liabilities

Shareholders' equity:
   Preferred stock, 3,000 shares authorized; none issued ...                 --                  --
   Common stock, $.0001 par value: 60,000,000 authorized;
     11,083,485 and 11,013,035 issued and 11,037,338 and
     10,966,888 outstanding  in 1998 and 1997, respectively               1,108               1,101
   Additional paid in capital ..............................         61,349,090          59,813,585
   Notes receivable - related parties ......................         (4,317,288)         (2,868,538)
   Accumulated deficit .....................................        (19,022,044)        (19,826,634)
   Accumulated other comprehensive loss ....................         (1,302,854)         (1,570,085)
   Treasury stock, 46,147 shares of common stock at cost ...           (940,911)           (940,911)
                                                                   ------------        ------------
           Total shareholders' equity ......................         35,767,101          34,608,518
                                                                   ------------        ------------
          Total liabilities and shareholders' equity .......       $ 47,936,058        $ 44,224,647
                                                                   ============        ============
</TABLE>

                 The accompanying notes are an integral part of
                the condensed consolidated financial statements.


                                       3
<PAGE>   4
                        BIOMATRIX, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                      Three  Months Ended
                                                                            March 31,

                                                                     1998                1997
                                                                 ------------        ------------
Revenues:
<S>                                                              <C>                 <C>         
    Net product sales ....................................       $  4,565,054        $  1,902,287
    Income from licenses, royalties and research contracts          2,933,354           4,140,844
                                                                 ------------        ------------
          Total revenues .................................          7,498,408           6,043,131
                                                                 ------------        ------------

Costs and expenses:
    Cost of goods sold ...................................          1,514,495             876,155
    Research and development expenses ....................          2,152,057           1,380,419
    Selling, general and administrative expenses .........          2,918,296           1,408,892
                                                                 ------------        ------------
          Total costs and expenses .......................          6,584,848           3,665,466
                                                                 ------------        ------------

Income from operations ...................................            913,560           2,377,665

Interest expense .........................................            (25,566)            (27,037)
Interest and miscellaneous income ........................            291,596             195,107
                                                                 ------------        ------------
Income before taxes ......................................          1,179,590           2,545,735

Provision for income taxes ...............................            375,000                  --
                                                                 ------------        ------------

Net income ...............................................       $    804,590        $  2,545,735
                                                                 ============        ============


Net income per share:
    Basic ................................................       $       0.07        $       0.24
    Weighted average shares outstanding ..................         11,046,057          10,714,860

    Diluted ..............................................       $       0.07        $       0.23
    Weighted average diluted shares outstanding ..........         11,597,556          11,015,807
</TABLE>






                 The accompanying notes are an integral part of
                the condensed consolidated financial statements.



                                       4
<PAGE>   5
                        BIOMATRIX, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                         March 31,

                                                                                  1998                1997
                                                                              ------------        ------------
Cash flows from operating activities:
<S>                                                                           <C>                 <C>         
    Net income ........................................................       $    804,590        $  2,545,735
    Adjustments to reconcile net income to net cash
       provided by operating activities:
          Depreciation and amortization ...............................            245,750             144,718
    Change in assets and liabilities:
          Accounts receivable .........................................           (541,645)           (348,930)
          Inventory ...................................................           (170,027)           (142,076)
          Prepaid expenses and other current assets ...................                 77            (285,504)
          Other assets ................................................         (1,307,882)              3,318
          Accounts payable and accrued expenses .......................          1,280,922             218,462
                                                                              ------------        ------------

                 Net cash provided by operating activities ............            311,785           2,135,723
                                                                              ------------        ------------

Cash flows from investing activities:
          Maturity of held-to-maturity securities .....................                 --           2,604,614
          Capital expenditures ........................................         (5,414,079)           (504,367)
                                                                              ------------        ------------

                 Net cash (used for) provided by investing activities .         (5,414,079)          2,100,247
                                                                              ------------        ------------
Cash flows from financing activities:
          Payments of notes payable and capital lease obligations .....            (12,327)            (11,615)
          Stock options exercised .....................................             86,763             398,360
                                                                              ------------        ------------

                 Net cash provided by financing activities ............             74,436             386,745
                                                                              ------------        ------------

          Effect of exchange rate changes on cash .....................              4,048              (3,278)
                                                                              ------------        ------------

Net (decrease) increase in cash and cash equivalents ..............             (5,023,810)          4,619,437
Cash and cash equivalents at beginning of period ..................             17,387,085           3,034,764
                                                                              ------------        ------------
Cash and cash equivalents at end of period ........................           $ 12,363,275        $  7,654,201
                                                                              ============        ============

    Non-cash financing activities:
          Sale of common stock financed with notes receivable .........       $  1,448,750        $         --
</TABLE>

                 The accompanying notes are an integral part of
                the condensed consolidated financial statements.


                                       5
<PAGE>   6
                        BIOMATRIX, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

         The condensed consolidated financial statements at March 31, 1998 and
for the three months ended March 31, 1998 and 1997 are unaudited, but include
all adjustments which the Company considers necessary for a fair presentation of
the financial position at such date and the operating results and cash flows for
those periods. These condensed consolidated financial statements should be read
in conjunction with the Company's audited consolidated financial statements for
the year ended December 31, 1997, which were included as part of the Company's
Form 10-K, filed with the Securities and Exchange Commission. Results for
interim periods are not necessarily indicative of results for the entire year.

NOTE 2 - INVENTORIES

         Inventories at March 31, 1998 and December 31, 1997 consisted of :

<TABLE>
<CAPTION>
                                         March 31,       December 31,
                                           1998             1997
                                         ----------       ----------
<S>                                      <C>              <C>       
Raw Materials ...................       $1,404,950       $  912,353
Work-in-Process .................        1,647,316        1,568,682
Finished Goods ..................          497,799          630,316
                                        ----------       ----------
                                        $3,550,065       $3,111,351
                                        ==========       ==========
</TABLE>

NOTE 3 - NOTES RECEIVABLE - RELATED PARTIES

         Notes receivable - related parties relate to the acquisition of common
stock of the Company at fair market value by certain officers and directors of
the Company. The notes are with recourse and are payable with simple interest
upon maturity. The notes mature in April 2000, May 2007, January 2008, and March
2008 in the amounts of $2,450,000, $418,538, and $888,750, and $560,000,
respectively. All notes issued during 1997 and 1998 have been for common stock
issued pursuant to the Company's 1997 Restricted Stock Plan.



                                       6
<PAGE>   7
                        BIOMATRIX, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4 - NET INCOME PER COMMON SHARE

         The Company has adopted Statement of Financial Accounting Standards No.
128, "Earnings per Share" which requires the presentation of basic earnings per
share and diluted earnings per share. Basic net income per share is computed by
dividing net income by the weighted-average common shares outstanding for the
period. Diluted net income per share is reflective of all common share
equivalents. Prior periods have been restated to reflect the new standard. A
reconciliation of weighted average shares outstanding from basic to diluted for
the three months ended March 31, 1998 and 1997 is as follows:

<TABLE>
<CAPTION>
                                                          1998             1997
                                                    ----------       ----------
<S>                                                 <C>              <C>       
Weighted average shares outstanding - Basic .       11,046,057       10,714,860
Dilutive effect of stock options ............          551,499          300,947
                                                    ----------       ----------
Weighted average shares outstanding - Diluted       11,597,556       11,015,807
                                                    ==========       ==========
</TABLE>

NOTE 5 - COMPREHENSIVE INCOME

         In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income." This statement establishes standards for the reporting and display of
comprehensive income and its components. Components of comprehensive income are
net income and all other non-owner changes in equity, such as the change in the
cumulative translation adjustment. This statement is effective for financial
statements issued for periods beginning after December 15, 1997. Presentation of
comprehensive income for earlier periods is required and is presented below. The
following table shows comprehensive income for the three months ended March 31,
1998 and 1997:

<TABLE>
<CAPTION>
                                                         1998              1997
                                                  -----------       -----------
<S>                                               <C>               <C>        
Net Income ................................       $   804,590       $ 2,545,735
Change in cumulative translation adjustment           267,231           (88,320)
                                                  -----------       -----------
Comprehensive Income ......................       $ 1,071,821       $ 2,457,415
                                                  ===========       ===========
</TABLE>



                                       7
<PAGE>   8
                        BIOMATRIX, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6 - CONTINGENCIES

         In August 1990, the Company received a notice from the Pennsylvania
Department of Environmental Protection ("DEP") that it is one of approximately
1,000 potentially responsible parties ("PRPs") that may have clean-up
responsibility at the Industrial Solvents and Chemical Company site in York
Haven, Pennsylvania (the "Site"). During the late 1980s, the Company, through a
licensed waste disposal transport company, shipped industrial solvents to the
Site, which was operating as a recycling facility. The DEP reviewed hazardous
waste found at the Site as well as the DEP's own records in order to identify
additional PRPs and to quantify each PRP's volumetric contributions. The Company
is a member of a steering committee that consists of many PRPs. Although neither
the total clean-up cost nor the portion of the total clean-up cost assigned to
each PRP has been determined, the Company estimated, based upon the advice of a
consultant, that its liability would be approximately $780,000. Further, the
same consultant has reported to the Company that there is less than a 10% chance
that its liability might exceed $1,070,033. During the second quarter of 1995
the Company paid its first assessment for clean-up costs of $79,390.
Additionally, the Company paid $15,000 during the first quarter of 1997;
therefore, the reserve at March 31, 1998 was $685,610. The steering committee
for the PRPs has prepared a buy-out proposal pursuant to a consent order with
the DEP. This buy-out proposal identifies each PRP's assigned portion of assumed
total clean-up costs. The Company's assigned portion of the assumed clean-up
costs within the proposal is currently less than its reserve. When the final
remedy is selected by the DEP, the Company plans to settle out of the matter
pursuant to the buy-out proposal. The Company will monitor this situation and
make any necessary adjustments to the reserve once additional information is
available.

         In October 1996, Michael Jarcho ("Jarcho") filed suit in the United
States District Court for the Southern District of California seeking to recover
damages and declaratory judgment for the alleged breach by the Company of
Jarcho's consulting agreement. A consulting agreement had been entered into
between the Company and Jarcho on December 2, 1988. The agreement contains
certain royalty provisions for products that result from Jarcho's consultancy.
Jarcho contends, inaccurately in the Company's view, that Hylaform resulted from
his consultancy. Jarcho seeks compensatory damages of $300,000 plus a royalty on
the Company's net sales of Hylaform as well as punitive damages and recovery of
attorney fees. The Company believes that no royalties are owed Jarcho as a
result of Hylaform sales. Jarcho's case was dismissed on January 10, 1997, on
the grounds that the agreement requires such disputes to be brought exclusively
in New Jersey state court. Jarcho moved for a partial reconsideration of the
decision, the Company opposed that request, and the request was denied. On June
16, 1997 Jarcho filed suit in New Jersey state court. The Company intends to
defend this matter vigorously. The Company has not made any provision in the
accompanying consolidated financial statements for any liability that might
result.




                                       8
<PAGE>   9
                        BIOMATRIX, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7 - START-UP COSTS

           In April 1998, the AICPA issued Statement of Position 98-5,
"Reporting on the Costs of Start-Up Activities," which requires companies to
expense all costs related to pre-operating and start-up of various activities.
The Company adopted this standard during the first quarter of 1998. As a result
of adopting this standard the Company expensed pre-operating and start-up costs
during the first quarter of 1998.  The adoption of this standard did not create
a cumulative effect of a change in accounting principle


NOTE 8 - IMPACT OF THE ADOPTION OF RECENTLY ISSUED ACCOUNTING STANDARDS

         In June 1997, the FASB issued Statement of Financial Accounting
Standards No. 131 "Disclosures about Segments of an Enterprise and Related
Information" which establishes standards for the way that public enterprises
report information about operating segments, geographic areas, products and
major customers. The Company is required to adopt this standard at December 31,
1998 and is currently evaluating the effect of this standard.

NOTE 9 - SUBSEQUENT EVENTS

         In April 1998, a Canadian venture capital firm exercised its right to
convert the 62,500 Class A shares it held in Biomatrix Medical Canada Inc.
("BMC") into 38,462 shares of Biomatrix, Inc. common stock. As a result, BMC is
now a wholly-owned subsidiary of Biomatrix, Inc.

         In May 1998, the Company issued $15,000,000 of subordinated convertible
debt to a third party. The debt has a five-year term and a coupon rate of 6.9%
with interest payable on a semi-annual basis. The debt contains a conversion
feature that allows the third party to convert the debt into common shares at
$40 per share after one year. In addition, the Company can call the debt at par
after three years or after two years if certain conditions are satisfied.



                                       9
<PAGE>   10
                        BIOMATRIX, INC. AND SUBSIDIARIES

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

         Biomatrix, Inc., together with its subsidiaries Biomatrix Medical
Canada Inc. ("BMC"), Biomatrix Svenska AB ("Biomatrix Svenska"), Biomatrix
(U.K.) Limited ("Biomatrix UK"), Biomatrix Limited ("Biomatrix Hong Kong"),
Biomatrix France SARL ("Biomatrix France"), and Biomatrix Switzerland GmbH
("Biomatrix Switzerland") (together, "Biomatrix" or the "Company") develops,
manufactures, markets and sells a series of proprietary viscoelastic products
made of biological polymers called hylans for use in therapeutic medical
applications and skin care. Hylans are chemically modified forms of the
naturally occurring hyaluronan (also known as hyaluronic acid or sodium
hyaluronate). Hylans are the second generation of viscoelastics used in
medicine, and are characterized by significantly enhanced physical (rheological)
properties (elasticity, viscosity and pseudoplasticity) as compared to naturally
occurring hyaluronan, from which the first generation viscoelastics are made.
The discovery of hylans has allowed the Company to develop a range of patented
products with superior viscoelastic properties in the forms of fluids, gels and
solids.

         The Company's business is subject to significant risks. Certain
statements contained in this Form 10-Q are forward-looking within the meaning of
Section 27A of the Securities Act of 1933 and involve risks and uncertainties,
including, but not limited to, the regulatory approval process, obtaining and
enforcing patents, manufacturing capabilities, product liability, and other
risks detailed in the Company's reports filed under the Securities and Exchange
Act, including the Company's Form 10-K for the year ended December 31, 1997. As
a portion of the Company's future revenues may be based on payments from
corporate license and distribution agreements, the Company's total revenues and
net income will fluctuate from quarter to quarter. Some of these fluctuations
may be significant and, as a result, quarter to quarter comparisons may not be
meaningful.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997

           REVENUES. Total revenues for the three months ended March 31, 1998
were $7,498,408, representing an increase of $1,455,277 over the same period of
the prior year. Net product sales for the three months ended March 31, 1998 were
$4,565,054, representing an increase of $2,662,767 or 140% over the same period
of 1997. This increase was primarily due to U.S. sales of Synvisc(R), which
received marketing approval from the U.S. FDA in August of 1997. Income from
licenses, royalties and research contracts was $2,933,354 for the three months
ended March 31, 1998 and included up-front license fees of $2,750,000 from
Novartis Pharma AG related to the distribution of Synvisc in Central and South
America. The decrease in licenses, royalties and research contract revenues is
due primarily to an up-front, non-refundable license fee payment of $4,000,000
received from Wyeth Ayerst Laboratories ("Wyeth"), a division of American Home
Products Corporation, in 1997.


                                       10
<PAGE>   11
                        BIOMATRIX, INC. AND SUBSIDIARIES

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

    RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                  (CONTINUED)

           REVENUES (CONTINUED). The growing market demand for Synvisc exceeded
the Company's ability to supply product during the first quarter. Management
believes that upon completion of the Company's new manufacturing facility in the
U.S. the Company will be in a position to better supply the market's growing
demand.

           COSTS AND EXPENSES. Total costs and expenses were $6,584,848 for the
three months ended March 31, 1998, representing an increase of $2,919,382 or
79.7% over the same period of the prior year. Cost of goods sold for the first
quarter of 1998 and 1997 were $1,514,495 and $876,155, respectively, which
represented 33.2% and 46.1% of net product sales, respectively. The decrease in
the ratio of cost of goods sold to sales is due primarily to the timing of
revenues recognized on shipments of Synvisc made to the Company's marketing
partners in 1997. Research and development expenses were $2,152,057 for the
first quarter of 1998, representing an increase of $771,638 or 55.9% over the
first quarter of 1997. The increase in research and development expenses is
primarily related to process development costs associated with the Company's 
new US manufacturing facility. Selling, general and administrative expenses 
for the first quarter of 1998 were $2,918,296, representing an increase of 
$1,509,404 or 107%, over the first quarter of 1997. This increase is primarily 
due to increased staffing needed to support the scope of the Company's growing 
global activities. The Company expects to incur higher expenses for the 
remainder of 1998 as it continues to develop its infrastructure to support 
its global operations.

INCOME TAXES

         During the three months ended March 31, 1998, the Company recorded
federal and state tax provisions of $375,000 primarily for alternative minimum
federal and state taxes. A provision for federal or state income taxes was not
necessary for the three months ended March 31, 1997. The Company has provided a
full valuation allowance on its deferred tax assets due to the uncertainty of
realization.



                                       11
<PAGE>   12
                        BIOMATRIX, INC. AND SUBSIDIARIES

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

LIQUIDITY AND CAPITAL RESOURCES

         The Company had cash and cash equivalents of $12,363,275 at March 31,
1998. Overall, the Company's cash position decreased by $5,023,810 in the three
months ended March 31, 1998.

         The Company's operations over the past several years have been financed
primarily from up-front non-refundable license fee payments from corporate
partners and from the private placement of equity securities. Since January 1,
1995, the Company has received funding of $36,980,000 from non-refundable
license fee payments and $5,720,900 from the private placement of equity
securities.

         For the three months ended March 31, 1998 the Company had positive cash
flows from operations of $311,785 which primarily resulted from an up-front,
non-refundable license fee payment received during the quarter of $1,500,000
offset by an increase in operating assets. During the quarter, the Company also
invested $5,414,079 in property, plant, and equipment, primarily associated
with building manufacturing capacity in the United States. The Company
continues to lease a 93,000 square foot building in New Jersey in which the
U.S. manufacturing operations will reside. The Company has an option to acquire
this building at a price of approximately $4,600,000. Should the Company not
exercise its option in 1999, the landlord has the right to require the Company
to purchase this building for approximately the same price.

         During the remainder of 1998, the Company expects to invest
approximately $5,100,000, in addition to the $12,600,000 previously invested, to
complete the initial phase of the build-out of manufacturing capacity in the
U.S. In addition, the Company intends to build laboratories as part of the same
project at an estimated cost of $6,000,000. The Company expects to complete the
laboratories by early 1999. The Company plans to seek mortgage and equipment
financing which, if obtained, could fund a portion of these capital costs.
Additionally, the Company is in the process of developing a master facilities
plan to address its future growth needs, including additional research
laboratories and administrative offices.

         During the remainder of 1998, the Company also expects to utilize cash
for the start-up of its medical manufacturing operations in the U.S., including,
but not limited to, funds for payroll and benefits, training and development,
materials and supplies, and working capital requirements. The Company also
expects to incur higher expenses in 1998 associated with developing its internal
infrastructure to support the administration of its various distribution
agreements and expanded global operations. The Company believes that its capital
needs, start-up costs, and higher operating expenses will be supported by its
operations, existing cash position, up-front license fee payments from the
potential completion of additional distribution agreements, milestone payments
from existing corporate partners and existing and potential financing
arrangements.



                                       12
<PAGE>   13
                        BIOMATRIX, INC. AND SUBSIDIARIES

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

         In May 1998, the Company issued $15,000,000 of subordinated convertible
debt to a third party. The debt has a five-year term and a coupon rate of 6.9%
with interest payable on a semi-annual basis. The debt contains a conversion
feature that allows the third party to convert the debt into common shares at
$40 per share after one year. In addition, the Company can call the debt at par
after three years or after two years if certain conditions are satisfied.

         In June 1997, the FASB issued Statement of Financial Accounting
Standards No. 131 "Disclosures about Segments of an Enterprise and Related
Information" which establishes standards for the way that public enterprises
report information about operating segments, geographic areas, products and
major customers. The Company is required to adopt this standard at December 31,
1998 and is currently evaluating the impact of this standard.



                                       13
<PAGE>   14
                        BIOMATRIX, INC. AND SUBSIDIARIES



ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K


A.  EXHIBITS

         27.1              Financial Data Schedule


B.   REPORTS ON FORM 8-K

         None






                                       14
<PAGE>   15
                        BIOMATRIX, INC. AND SUBSIDIARIES




                                   SIGNATURES


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:   May 15, 1998                   BIOMATRIX, INC.



                                       By:       /s/Endre A. Balazs

                                                Endre A. Balazs
                                                Chief Executive Officer and
                                                Chief Scientific Officer




                                       By:      /s/Maxine Seifert

                                                Maxine Seifert
                                                Vice President, Finance and
                                                Chief Financial Officer


                                       15