<PAGE>





                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 10-Q

 [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
                             Exchange Act of 1934

                 For the Quarterly Period ended June 30, 1997

                                      OR

 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
                             Exchange Act of 1934

                        Commission file number 0-27150


                           PATHOGENESIS CORPORATION
            (Exact name of registrant as specified in its charter)



         Delaware                                       91-1542150
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)


      201 Elliott Avenue West
        Seattle, Washington                                   98119
(Address of principal executive offices)                    (Zip Code)

       Registrant's telephone number including area code: (206) 467-8100


       Securities registered pursuant to Section 12(b) of the Act: None


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


                    Common Stock, par value $.001 per share
                    ---------------------------------------
                               (Title of class)

                        Preferred Stock Purchase Rights
                        -------------------------------
                               (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  [   ]


At June 30, 1997, the number of shares outstanding of the registrant's Common
Stock, par value $.001 per share, was 16,094,522 shares.


<PAGE>
                          PATHOGENESIS CORPORATION
                      (A Development Stage Enterprise)
                        CONSOLIDATED BALANCE SHEETS



                                                      June 30,    December 31,
                                                        1997          1996
                                                      ----------   ----------
ASSETS
Current assets
    Cash and cash equivalents                       $  5,015,149 $ 14,785,818
    Investment securities                             94,183,019   45,901,978
    Interest receivable                                  757,448      298,437
    Inventory                                            750,126            -
    Other current assets                                 949,511      823,092
                                                      ----------   ----------
        Total current assets                         101,655,253   61,809,325
                                                      ----------   ----------
Restricted securities                                    675,000      675,000
                                                      ----------   ----------

Property and equipment, at cost:
    Leasehold improvements                             7,434,845    6,766,935
    Furniture and equipment                            7,664,967    5,967,110
                                                      ----------   ----------
                                                      15,099,812   12,734,045
    Less accumulated depreciation and amortization     6,268,107    5,320,039
                                                      ----------   ----------
        Net property and equipment                     8,831,705    7,414,006
                                                      ----------   ----------

Other assets, net                                        125,086      100,370
                                                      ----------   ----------

    Total assets                                    $111,287,044 $ 69,998,701
                                                      ==========   ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                    $859,219     $812,259
    Compensation and benefits                            812,786      774,258
    Clinical development costs                           960,865      818,629
    Other accrued expenses                               515,726      569,068
                                                      ----------   ----------
        Total current liabilities                      3,148,596    2,974,214
                                                      ----------   ----------

Long-term liability                                            -       98,273

Stockholders' equity:
    Preferred stock $.01 par value.
        Authorized 1,000,000 shares; issued and                     
         outstanding none                                      -            -
    Common stock $.001 par value.
        Authorized 60,000,000 shares; 16,094,522
         shares and 13,930,760 shares issued and
         outstanding at June 30, 1997 and
         December 31, 1996 respectively.                  16,095       13,931
    Additional paid-in capital                       190,131,745  134,727,920
    Deferred compensation                             (1,494,398)           -
    Unrealized loss on investment securities             (47,158)     (30,204)
    Deficit accumulated during the 
     development stage                               (80,467,836) (67,785,433)
                                                      ----------   ----------

    Total stockholders' equity                       108,138,448   66,926,214
                                                      ----------   ----------

    Total liabilities and stockholders' equity      $111,287,044 $ 69,998,701
                                                      ==========   ==========




<PAGE>

                                      PATHOGENESIS CORPORATION
                                  (A DEVELOPMENT STAGE ENTERPRISE)
                                CONSOLIDATED STATEMENTS OF OPERATIONS


                    
<TABLE>
<CAPTION>

                                                                                        December 10,
                                                                                            1991
                                       Three  Months Ended         Six Months Ended    (Incorporation) 
                                             June 30,                June 30,              Through  
                                    -----------------------    ------------------------     June 30,
                                       1997         1996          1997           1996           1997
                                    -----------   ---------    -----------    ----------   -------------
<S>                                 <C>           <C>          <C>            <C>         <C>
   Revenue:
     Grants and royalties           $   162,173   $   122,304   $    248,411  $   122,304  $      688,291

   Operating expenses:
     Research and development         6,194,417     5,006,197     12,017,129    9,497,155      70,118,667
     General and administrative       2,014,358     1,090,202      3,355,004    1,923,507      20,732,529
                                    -----------   -----------   ------------  -----------  --------------
          Total operating expenses    8,208,775     6,096,399     15,372,133   11,420,662      90,851,196
                                    -----------   -----------   ------------  -----------  --------------
          Operating loss             (8,046,602)   (5,974,095)   (15,123,722) (11,298,358)    (90,162,905)
                                    -----------   -----------   ------------  -----------  --------------

   Other income (expense):
     Investment income, net           1,612,587       800,940      2,494,640    1,347,228       9,969,687
     Other expense                      (22,500)      (14,800)       (53,321)     (27,242)       (274,618)
                                    -----------   -----------   ------------  -----------   -------------
          Net other income            1,590,087       786,140      2,441,319    1,319,986       9,695,069
                                    ===========   ===========   ============  ===========   =============
          Net loss                  $(6,456,515)  $(5,187,955)  $(12,682,403) $(9,978,372)  $ (80,467,836)
                                    ===========   ===========   ============  ===========   =============
   Net loss per common share        $     (0.40)  $     (0.41)  $      (0.83) $     (0.84)
                                    ===========   ===========   ============   ==========

   Weighted average common shares
    outstanding                    $ 16,078,995   $12,757,392   $ 15,236,151  $11,816,125
                                    ===========   ===========   ============  ============


</TABLE>

<PAGE>
                           PATHOGENESIS CORPORATION
                       (A DEVELOPMENT STAGE ENTERPRISE)
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

 
<TABLE>
<CAPTION>

                                                                                                         DEFICIT
                                     NUMBER OF                                                         ACCUMULATED
                                     COMMON      PRICE           ADDITIONAL                UNREALIZED    DURING THE        TOTAL 
                                      SHARES      PER    COMMON   PAID-IN      DEFERRED      LOSS ON     DEVELOPMENT   STOCKHOLDERS'
   DATE    DESCRIPTION             OUTSTANDING   SHARE   STOCK    CAPITAL    COMPENSATION  INVESTMENTS     STAGE          EQUITY 
   ----    -----------            -----------   -----   -----    ----------  ------------ -----------  ----------      ------------
<S>        <C>                     <C>           <C>    <C>      <C>         <C>          <C>          <C>             <C>
Feb to
 Mar 1992  Shares issued for cash   1,870,000   $ 0.08   1,870      147,730                                                149,600
June to
 Dec 1992  Shares issued for cash
            net of issue costs of
            $744,966                4,308,500    10.00   4,309   42,335,725                                             42,340,034
November
 1992      Repurchase of common
            stock through 
            forgiveness of note
            receivable                (25,000)   10.00     (25)    (249,975)                                              (250,000)
           Repurchase of common 
            stock for cash            (46,875)    0.08     (47)      (3,703)                                                (3,750)
           Net loss for the period
            ended December 31, 1992                                                                     (2,930,285)     (2,930,285)
                                    ----------------------------------------------------------------------------------------------
           Balances at December 31,
            1992                    6,106,625            6,107   42,229,776           -                 (2,930,285)     39,305,599
October
 1993      Shares issued in payment
            of license fees            50,000    10.00      50      499,950                                                500,000
           Net loss for the year
            ended December 31, 1993                                                                    (10,804,878)    (10,804,878)
                                    ----------------------------------------------------------------------------------------------
           Balances at December 31,
            1993                    6,156,625            6,157   42,729,726             -              (13,735,163)     29,000,721
March
 1994      Shares issued for cash
            net of issue costs of
            $1,251,739              1,690,677    12.00   1,690   19,093,694                                             19,095,384
           Unrealized loss on
            investment securities                                                         (172,809)                       (172,809)
           Net loss for the year
            ended December 31,
            1994                                                                                       (14,762,117)    (14,762,117)
                                    ----------------------------------------------------------------------------------------------
           Balances at December 31,
            1994                    7,847,302            7,847   61,823,421            -  (172,809)    (28,497,280)     33,161,179
March
 1995     Shares issued in payment
           of license fees             50,000    12.00      50      599,950                                                600,000
April to
 Aug 1995 Exercise of stock options
           for cash                       413    10.00       1        4,124                                                  4,125
November
 1995     Shares issued for cash
           net of issue costs of
           $2,904,274               3,000,000    10.00   3,000   27,092,726                                             27,095,726
          Unrealized gain on
           investment securities                                                           211,267                         211,267
          Net loss for the year
           ended December 31, 1995                                                                     (18,023,923)    (18,023,923)
                                   -----------------------------------------------------------------------------------------------
          Balances at December 31,
           1995                    10,897,715           10,898   89,520,221         -       38,458     (46,521,203)     43,048,374
          Redemption of fractional
           shares                         (48)   12.00      (0)        (576)                                                  (576)
February
 1996     Shares issued in payment
           of license fees              6,250    10.00       6       62,494                                                 62,500
February
 1996     Repurchase of common
           stock for cash             (45,000)    0.08     (45)      (3,555)                                                (3,600)
May 1996  Shares issued for cash
           net of issue costs of
           $3,213,410               2,875,000    16.25   2,875   43,502,465                                             43,505,340
          Shares issued from cash
           and cashless exercise
           of options and warrants    196,843    10.82     197    1,646,871                                              1,647,068
          Unrealized loss on
           investment securities                                                           (68,662)                        (68,662)
          Net loss for the year
           ended December 31,
           1996                                                                                        (21,264,230)    (21,264,230)
                                  ------------------------------------------------------------------------------------------------
          Balances at December 31,
           1996                    13,930,760           13,931  134,727,920        -       (30,204)    (67,785,433)     66,926,214
Jan to    
 June
 1997    Exercise of stock
           options for cash            63,762    10.46      64      667,019                                                667,083
March
 1997    Shares issued for cash
          net of issue costs of
          $3,555,118                2,100,000    27.00     2,100  53,142,782                                            53,144,882
June
 1997    Compensation from
          stock options                                             1,594,024  (1,494,398)                                  99,626
         Unrealized loss on
          investment
          securities                                                                          (16,954)                     (16,954)
         Net loss for the
          period ended                                                       
          June 30, 1997                                                                                  (12,682,403)  (12,682,403)
                                  ------------------------------------------------------------------------------------------------
         Balances at June 30,
          1997                      16,094,522            $ 16,095 190,131,745 (1,494,398)    (47,158)   (80,467,836)  108,138,448
                                  ============            ========================================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                      PATHOGENESIS CORPORATION
                                  (A development Stage Enterprise)
                                CONSOLIDATED STATEMENTS OF CASH FLOWS 
                                                                                       December 10,
                                                                                           1991
                                                                                      (Incorporation)
                                                         Six Months Ended                Through
                                                             June 30,                    June 30,
                                                        1997            1996               1997
                                                      ----------     ----------        -------------
<S>                                                   <C>             <C>               <C> 
Cash flows from operating activities:
 Net loss                                            $(12,682,403)  $  (9,978,372)    $  (80,467,836)

Adjustments to reconcile net loss to net cash
 used in operating activities:
    Depreciation and amortization                         956,284         789,955          6,391,847
    Amortization of investment premiums (discounts)        33,082        (321,846)           372,349
    Amortization of deferred compensation                  99,626               -             99,626
    Common stock issued in payment of license fees              -               -          1,159,000
    Loss on sale of furniture and equipment                 8,321             315             71,495
    Change in certain assets and liabilities:
      Interest receivable                                (459,011)        499,974           (757,448)
      Inventory                                          (750,126)              -           (750,126)
      Other current assets                               (126,419)        228,015           (949,511)
      Other assets, net                                   (24,716)          2,580           (125,086)
      Accounts payable                                     46,960        (785,704)           859,219
      Compensation and benefits                            38,528        (382,763)           872,786
      Clinical development costs                          142,236         567,204            960,865
      Other accrued expenses                              (53,342)        251,774            515,726
      Long-term liability                                 (98,273)       (153,803)                 -
                                                      ------------  -------------     --------------
        Net cash used in operating activities         (12,869,252)     (9,282,671)       (71,747,093)
                                                      ------------  -------------     --------------   
                                                           
Cash flows from investing activities:                                                                                       
 Purchases of investment securities                   (83,806,802)    (53,314,351)      (334,811,274)
 Sales of investment securities                        35,475,726      30,420,032        239,533,749
 Purchases of property and equipment                   (2,384,304)       (263,461)       (15,397,147)
 Proceeds from sale of furniture and equipment              2,000             100             42,100
 Issuance of note                                              -                -           (250,000)
                                                      ------------  -------------     --------------   
        Net cash used in investing activities         (50,713,380)    (23,157,680)      (110,882,572)
                                                      ------------  -------------     --------------   

Cash provided by financing activities -
 net proceeds from issuance of common stock            53,811,964      43,529,654        187,644,815
                                                      ------------  -------------     --------------   

        Net increase (decrease) in cash 
         and cash equivalents                          (9,770,669)     11,089,303          5,015,149
Cash and cash equivalents at beginning of period       14,785,818         575,297                  -
                                                      -----------   -------------     --------------
Cash and cash equivalents at end of period          $   5,015,149   $  11,664,600     $    5,015,149
                                                      ===========   =============     ==============
</TABLE>


<PAGE>



                           PATHOGENESIS CORPORATION
                       (A DEVELOPMENT STAGE ENTERPRISE)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            JUNE 30, 1997 AND 1996



(1)      BASIS OF PRESENTATION

         The accompanying consolidated financial statements and related notes
have been prepared pursuant to Securities and Exchange Commission rules and
regulations for interim financial statements. Accordingly, certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations. The accompanying financial
statements and related notes should be read in conjunction with the audited
financial statements included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1996.

         The information furnished reflects, in the opinion of management, all
adjustments necessary for a fair presentation of the results for the interim
periods presented. Interim results are not necessarily indicative of results
for a full year.

(2)      DEFERRED COMPENSATION

         In January 1997, the Board of Directors adopted the 1997 Stock Option
Plan (the "1997 Plan"). In January and May 1997, an aggregate of 420,045
options were granted pursuant to the 1997 Plan, subject to stockholder
approval. The weighted average grant price was $23.71. The 1997 Plan was
approved by the stockholders on June 25, 1997. The market price of the
Company's Common Stock on that date was $27.50. The excess of the fair market
value at the date of stockholder approval over the exercise price at the date
of grant resulted in deferred compensation of $1,594,024. This is being
amortized over the four-year vesting period of the options.

(3)      INCREASE IN AUTHORIZED SHARES OF COMMON STOCK

         In July 1997, the Company filed a Certificate of Amendment to its
Amended and Restated Certificate of Incorporation, increasing the number of
authorized shares of the Company's Common Stock from 20,000,000 shares to
60,000,000 shares. Such amendment was approved by the stockholders on June 25,
1997.





                                       6

<PAGE>



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

                  Statements in this Quarterly Report on Form 10-Q that are
         not historical fact constitute "forward- looking statements" within
         the meaning of the Private Securities Litigation Reform Act of 1995.
         Such forward-looking statements involve known and unknown risks,
         uncertainties or other factors which may cause actual results,
         performance or achievements of the Company to be materially different
         from any future results, performance or achievements expressed or
         implied by such forward-looking statements. Factors that might cause
         such a difference include, but are not limited to, uncertainties
         related to the Company's absence of products and dependence on TOBI,
         government regulation, the development of drug candidates,
         competition and pharmaceutical pricing. Further information regarding
         such factors are discussed in PathoGenesis' 1996 Annual Report on
         Form 10-K, which was filed with the Securities and Exchange
         Commission.

RESULTS OF OPERATIONS

     Overview

         The Company develops novel drugs to treat serious human infectious
diseases where there is a significant need for improved therapy. Since its
incorporation in December 1991, the Company has been engaged in research and
development, clinical trials and administrative activities. The Company's lead
drug candidate, TOBI(TM) (tobramycin for inhalation), is a stable, premixed,
proprietary formulation of the antibiotic tobramycin for delivery by
inhalation. In October 1996, the Company completed its two pivotal Phase III
clinical trials of TOBI for the treatment of chronic Pseudomonas aeruginosa
lung infections in people with cystic fibrosis. The Company filed a New Drug
Application ("NDA") for TOBI in cystic fibrosis patients with the United
States Food and Drug Administration ("FDA") in July 1997. The FDA has agreed
to an expedited review of such NDA; however, there can be no assurance as to
the outcome or timing of the FDA's review of such filing. The Company also
intends to commence Phase II clinical trials of TOBI in patients suffering
from bronchiectasis (a form of severe chronic bronchitis) and tuberculosis
during 1997. The Company's second drug candidate, PA-1648, a derivative of the
antibiotic rifampin, is being developed for the treatment of tuberculosis. The
Company intends to commence Phase II clinical trials of PA-1648 in
tuberculosis patients during 1997.

         Financial results for the first six months of 1997 reflect a planned
increase in operating expenses for activities related to advancing potential
products through the development process. Such activities include product
development, clinical trials and marketing activities. The Company expects to
invest in additional clinical, regulatory and product development efforts over
the next few years.

         The Company currently has no sources of revenue from any of its drug
candidates, has incurred losses since its inception and had an accumulated
deficit through June 30, 1997 of $80,467,836. The Company expects that
operating losses will continue and increase for at least the next year as its
research and development, clinical testing and marketing activities expand.
The Company's results of operations may vary significantly from period to
period depending on several factors, such as the timing of certain expenses
and the progress of the Company's research and development efforts.

         In May 1997, the Company formed a European subsidiary, PathoGenesis
Limited. This new subsidiary is based outside London in Brentford, Middlesex.
PathoGenesis Limited initially will focus on the clinical development and
regulatory approval of TOBI in Europe for the treatment of chronic lung
infections in people with cystic fibrosis. 

         In June 1997, the Board of Directors, pursuant to a shareholder
rights plan approved by the Board, declared a dividend of one Preferred Stock
Purchase Right (the "Right(s)") for each outstanding share of the Company's
Common Stock. The dividend is payable as of July 10, 1997, to stockholders of
record on that date. Each Right entitles the registered holder to purchase
from the Company one one-thousandth of a share of a new series of preferred
shares of the Company, designated as Series A Junior Preferred Stock at a
price of $250 per one one-thousandth of a share, subject to certain
adjustments.




                                       7

<PAGE>




THREE MONTHS ENDED JUNE 30, 1997 AND 1996

         Revenue from grants and royalties in the second quarter increased by
$39,869 to $162,173 in 1997 from $122,304 for the comparable period in 1996.
Revenues in the second quarter of 1997 represented income received from a
two-year competitive grant from the FDA and royalties from sales of a
proprietary combinatorial chemistry system invented by the Company.

         Research and development expense for the second quarter increased by
$1,188,220 to $6,194,417 in 1997 from $5,006,197 for the comparable period in
1996. Such increase was due primarily to increases in personnel and
professional costs relating to clinical development and NDA preparation
activity. General and administrative expense for the second quarter increased
by $924,156 to $2,014,358 in 1997 from $1,090,202 for the comparable period in
1996. This increase was due to higher personnel and professional costs
relating to marketing, finance and investor relations. The Company expects
general and administrative expense to increase in future periods as the
Company begins to implement a selling and marketing program and expands its
staff and facilities.

         Other income primarily represents investment income from the
Company's investment securities. In the second quarter, investment income, net
increased by $811,647 to $1,612,587 in 1997 from $800,940 for the comparable
period in 1996. Such increase was due primarily to higher average invested
cash balances.

SIX MONTHS ENDED JUNE 30, 1997 AND 1996

         Revenue from grants and royalties for the first six months increased
by $126,107 to $248,411 in 1997 from $122,304 for the comparable period in
1996. Revenues for the first six months of 1997 represented income received
from a two-year competitive grant from the FDA and royalties from sales of a
proprietary combinatorial chemistry system invented by the Company.

         Research and development expense for the first six months increased
by $2,519,974 to $12,017,129 in 1997 from $9,497,155 for the comparable period
in 1996. Such increase was due primarily to increases in personnel and
professional costs relating to clinical development and NDA preparation
activity. General and administrative expense for the first six months
increased by $1,431,497 to $3,355,004 in 1997 from $1,923,507 for the
comparable period in 1996. This increase was due to higher personnel and
professional costs relating to marketing, finance and investor relations. The
Company expects general and administrative expense to increase in future
periods as the Company begins to implement a selling and marketing program and
expands its staff and facilities.

         Other income primarily represents investment income from the
Company's investment securities. In the first six months, investment income,
net increased by $1,147,412 to $2,494,640 in 1997 from $1,347,228 for the
comparable period in 1996. Such increase was due primarily to higher average
invested cash balances.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has financed its operations since inception primarily by
the issuance of equity securities. Through June 30, 1997, the Company has
raised $61,331,268 from private sales of Common Stock and $123,745,948 from
public offerings of Common Stock. Through June 30, 1997, the Company has
earned net interest and investment income of $9,969,687 from investments.

         The Company's combined cash, cash equivalents and investment
securities totaled $99,198,168 at June 30, 1997, an increase of $38,510,372
from the balance at December 31, 1996. This increase was due primarily to the
net proceeds to the Company from the public offering of 2,100,000 shares of
Common Stock in March 1997. The primary uses of cash during the quarter ended
June 30, 1997, were to finance the Company's operations and working capital
requirements. From the Company's inception through June 30, 1997, the Company
purchased approximately $15.4 million of property and equipment.

         The Company plans to continue its policy of investing excess funds in
government securities and investment grade, interest-bearing securities
primarily with a maturity of one-and-one-half years or less.

         The Company anticipates that its existing capital resources should be
sufficient to meet its operating expenses and capital requirements through at
least the next 24 months. Until such time as the Company can generate
sufficient



                                       8

<PAGE>



levels of cash from operations, the Company will have to continue to finance
future cash needs through some or all of the sources previously used or
through other means. The Company does not expect to generate a positive
internal cash flow for at least the next two years due to the expected
increase of spending for research and clinical development programs and the
expected cost of commercializing its first products. The Company may need to
arrange additional financing for the future operation of its business,
including the commercialization of its drug candidates currently under
development. There can be no assurances that such additional financing can be
obtained, and if obtained, at reasonable terms.

         In February 1997, the Financial Accounting Standards Board issued
Financial Accounting Standard No. 128, "Earnings Per Share." This statement
will change the computation, presentation and disclosure requirements for
earnings per share ("EPS"). The statement will be effective for interim and
annual reporting periods ending after December 15, 1997. This statement will
replace "primary" EPS with "basic" EPS, the principal difference being the
exclusion of common stock equivalents in the computation of basic EPS. In
addition, this statement will require the dual presentation of basic and
diluted EPS on the face of the consolidated statement of operations. EPS
computed pursuant to this statement is not expected to be materially different
from the historical net loss per share previously presented.




                                       9

<PAGE>





PART II - OTHER INFORMATION

Item 1.           Legal Proceedings                               None.

Item 2.           Changes in Securities                           None.

Item 3.           Defaults Upon Senior Securities                 None.

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

                  On June 25, 1997, the Company held its Annual Meeting of
         Stockholders. The holders of 16,049,885 shares of Common Stock of the
         Company were entitled to vote at the meeting and the holders of
         14,272,040 shares of Common Stock, or 88.9% of shares entitled to
         vote at the meeting, were represented by proxy. The following actions
         took place:

         1. The holders of 14,162,753 shares of Common Stock voted for the
         election of Wilbur H. Gantz to continue to serve as a director of the
         Company and the holders of 109,287 shares abstained from voting. The
         holders of 14,162,753 shares of Common Stock voted for the election
         of Lawrence C. Hoff to continue to serve as a director of the Company
         and the holders of 109,287 shares abstained from voting. The holders
         of 14,162,753 shares of Common Stock voted for the election of Edward
         J. Mathias to continue to serve as a director of the Company and the
         holders of 109,287 shares abstained from voting. No stockholders
         voted against any of the nominees.

         2. The stockholders approved a proposal to amend Article FOURTH of
         the Company's Amended and Restated Certificate of Incorporation to
         increase the number of shares of Common Stock which the Company is
         authorized to issue from 20,000,000 shares to 60,000,000 shares. The
         holders of 11,347,206 shares of Common Stock voted for the proposal,
         the holders of 2,895,499 shares of Common Stock voted against the
         proposal and the holders of 29,335 shares of Common Stock abstained
         from voting.

         3. The stockholders approved a proposal to adopt the Company's 1997
         Stock Option Plan and to terminate the Company's 1996 Stock Option
         Plan for Non-Employee Directors. The holders of 8,205,027 shares of
         Common Stock voted for the proposal, the holders of 4,576,326 shares
         of Common Stock voted against the proposal and the holders of
         1,490,687 shares of Common Stock abstained from voting.

         4. Finally, the stockholders ratified the appointment of KPMG Peat
         Marwick LLP as the independent accountants for the Company for the
         fiscal year ending December 31, 1997. The holders of 14,255,248
         shares of Common Stock voted for the ratification, the holders of
         4,980 shares of Common Stock voted against the ratification and the
         holders of 11,812 shares of Common Stock abstained from voting.


Item 5.           Other Information                              None.


Item 6.           Exhibits and Reports on Form 8-K

                  (a) Exhibits                            Exhibit 27. Financial
                                                          Data Schedule.

                  (b) Reports on Form 8-K                 The Company filed a
                                                          Form 8-K, dated
                                                          June 26, 1997, under
                                                          Item 5. Other Events.



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<PAGE>


                                  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.

                                     PATHOGENESIS CORPORATION



Date: August 14, 1997                By:     /s/ Wilbur H. Gantz
                                             -------------------
                                             Wilbur H. Gantz
                                             President and Chief Executive
                                             Officer


Date: August 14, 1997                By:     /s/ Alan R. Meyer
                                             -------------------
                                             Alan R. Meyer
                                             Senior Vice President and
                                             Chief Financial Officer







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