<PAGE>
 
================================================================================


                                 UNITED STATES
                       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 March 31, 1997

                                      -OR-

  [_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE ACT OF 1934
                     For the transition period from...to...

                          Commission File No. 0-24936


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


           DELAWARE                                            04-3271667
     (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                     Identification Number)

        CHARLESTOWN NAVY YARD
     100 FIRST AVENUE, FOURTH FLOOR
       CHARLESTOWN, MASSACHUSETTS                                 02129
     (Address of principal executive offices)                  (Zip Code)


      Registrant's telephone number, including area code:  (617) 241-6800


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.

At May 1, 1996 there were 13,180,916 shares of common stock, par value $.01 per
share, of the registrant outstanding.
<PAGE>
 
                            ERGO SCIENCE CORPORATION

                               TABLE OF CONTENTS
                               -----------------
<TABLE> 
<CAPTION> 

PART I.   FINANCIAL INFORMATION

     ITEM 1.   FINANCIAL STATEMENTS
 <S>                                                                         <C> 
              Consolidated Balance Sheets as of March 31, 1997
                    and December 31, 1996...................................  3
                                                                          
               Consolidated Statements of Operations for the three        
                    months ended March 31, 1997 and March 31, 1996        
                    and for the period from inception (January 23, 1990)  
                    to March 31, 1997.......................................  4
                                                                          
               Consolidated Statements of Cash Flows for the three months 
                    ended March 31, 1997 and March 31, 1996 and for       
                    the period from inception (January 23, 1990) to       
                    March 31, 1997..........................................  5
                                                                          
               Notes to Consolidated Financial Statements...................  6
                                                                          
     ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL          
                    CONDITION AND RESULTS OF OPERATIONS.....................  8
                                                                          
                                                                          
PART II.  OTHER INFORMATION................................................. 12
                                                                          
                                                                          
SIGNATURES.................................................................. 13

</TABLE> 

                                       2
<PAGE>
 
                           ERGO SCIENCE CORPORATION
                       (A Development Stage Enterprise)

                          CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
 
                                                                                                    March 31,        December 31,
                                                                                                      1997               1996
                                                                                                -----------------  ----------------
<S>                                                                                             <C>                <C>
                                    ASSETS
 
Current assets:
        Cash and cash equivalents..........................................................         $ 21,368,958      $ 18,066,884
        Short-term investments.............................................................           12,889,611        20,550,986
        Prepaid and other current assets...................................................              581,539           234,558
                                                                                                     ------------      ------------
            Total current assets...........................................................           34,840,108        38,852,428
Equipment and leasehold improvements, net..................................................            2,680,126         2,491,866
Other assets...............................................................................               60,629            40,986
                                                                                                    ------------      ------------
            Total assets...................................................................         $ 37,580,863      $ 41,385,280
                                                                                                    ============      ============
 
 
                     LIABILITIES AND STOCKHOLDERS' EQUITY
 
Current liabilities:
        Accounts payable and accrued expenses..............................................         $  1,995,325      $  1,747,961
        Current portion of capital lease obligations.......................................              270,077           186,838
                                                                                                    ------------      ------------
            Total current liabilities......................................................            2,265,402         1,934,799
 
Long-term portion of capital lease obligations.............................................              489,117           385,256
 
Commitments and contingencies..............................................................                   --                --
 
Stockholders' equity:
   Preferred stock, $.01 par value, 10,000,000 shares authorized;
      6,903 shares of Series D preferred stock issued and outstanding
      at March 31, 1997 and December 31, 1996 (liquidation
      preferences were $7,731,667 and $7,618,522 at March 31, 1997
      and December 31, 1996, respectively).................................................            4,856,997         4,743,852

  Common stock, $.01 par value, authorized 50,000,000 at
      March 31, 1997 and December 31, 1996; issued and
      outstanding 13,174,475 shares at March 31, 1997 and
      13,048,036 shares at December 31, 1996...............................................              131,745           130,480
 
  Additional paid-in capital...............................................................           97,709,121        97,158,840
  Cumulative dividends on preferred stock..................................................           (2,847,430)       (2,734,285)
  Deferred compensation....................................................................             (973,236)       (1,172,374)
  Deficit accumulated during the development stage.........................................          (64,050,853)      (59,061,288)
                                                                                                    ------------      ------------
        Total stockholders' equity.........................................................           34,826,344        39,065,225
                                                                                                    ------------      ------------
              Total liabilities and stockholders' equity...................................         $ 37,580,863      $ 41,385,280
                                                                                                    ============      ============
 
</TABLE>



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

                                       3
<PAGE>
 
                            ERGO SCIENCE CORPORATION
                        (A Development Stage Enterprise)

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
 
 
                                                                                                                     
                                                                                                     Period From     
                                                                                                     Inception       
                                                                  Three Months Ended March 31,   (January 23, 1990)  
                                                                  -----------------------------       through        
                                                                         1997          1996         March 31, 1997
                                                                   -------------  -------------  -------------------
<S>                                                                <C>            <C>            <C>
Revenues:
         Licensing and supplier fees.............................            --             --         $    355,671
         Interest................................................   $   481,020    $   270,402            2,436,027
                                                                    -----------    -----------         ------------
                                                                        481,020        270,402            2,791,698
Operating expenses:
         Research and development................................     3,345,241      2,926,409           35,062,987
         Purchase of in-process research and development.........            --        168,750            7,188,814
         General and administrative..............................     2,125,342      1,073,128           24,404,355
                                                                    -----------    -----------         ------------
                                                                      5,470,583      4,168,287           66,656,156
                                                                    -----------    -----------         ------------
               Net loss..........................................    (4,989,563)    (3,897,885)         (63,864,458)
Accretion of dividends on preferred stock........................      (113,145)      (106,650)          (2,561,363)
Dividends on redeemable preferred stock..........................            --             --           (7,123,536)
Dividends on preferred stock.....................................            --             --           (2,018,763)
                                                                    -----------    -----------         ------------
Net loss to common stockholders..................................   $(5,102,708)   $(4,004,535)        $(75,568,120)
                                                                    ===========    ===========         ============
 
Net loss per common share........................................        $(0.39)        $(0.39)
                                                                    ===========    ===========
 
Weighted average common shares outstanding.......................    13,123,034     10,146,899
                                                                    ===========    ===========
 
 
</TABLE>



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

                                       4
<PAGE>
 
                           ERGO SCIENCE CORPORATION
                       (A Development Stage Enterprise)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
 
                                                                                                          
                                                                                                           Period From Inception 
                                                                        Three Months Ended March 31,         (January 23, 1990)  
                                                                       -----------------------------              through         
                                                                           1997               1996              March 31, 1997
                                                                      --------------  --------------------  -----------------------
<S>                                                                   <C>             <C>                   <C>
Cash flows from operating activities:
 Net loss........................................................      $ (4,989,563)          $(3,897,885)           $(63,864,458)
 Adjustments to reconcile net loss to cash used        
   by operating activities:                            
   Depreciation and amortization.................................           331,451               237,058                3,130,670
   Noncash compensation..........................................           646,937               199,081                3,407,085
   Noncash purchase of in-process research and                                   
    development..................................................                --               168,750                5,688,814 
   Loss on sale of equipment.....................................             6,917                    --                   35,248
   Noncash charge for renegotiated supplier agreement............                --                    --                1,747,931
   Other noncash charges.........................................                --                    --                   86,347
   Changes in operating assets and liabilities:         
    Prepaid and other current assets.............................          (346,981)              (33,321)                (581,539)
    Other assets.................................................           (19,643)              (24,205)                (112,771)
    Accounts payable and accrued expenses........................           247,363            (1,662,351)               1,965,324
    Deferred revenue.............................................                --                    --                5,559,714
                                                                       ------------           -----------            -------------
 
Net cash used in operating activities............................        (4,123,519)           (5,012,873)             (42,937,635)
                                                                       ------------           -----------            -------------
 
Cash flows from investing activities:
 Purchase of short-term investments..............................       (12,889,610)           (4,015,550)             (54,998,754)
 Proceeds from maturity of short-term investments................        20,550,986             1,480,750               42,109,144
 Purchase of equipment and leasehold improvements................          (294,554)             (179,218)              (5,320,801)
 Proceeds received on sale of equipment..........................             6,000                    --                   37,724
                                                                       ------------           -----------            -------------
 
Net cash provided by (used in) investing activities..............         7,372,822            (2,714,018)             (18,172,687)
                                                                       ------------           -----------            -------------
 
Cash flows from financing activities:
 Proceeds from issuance of convertible debt, net.................                --                    --                3,409,552
 Distribution paid to S Corp stockholder.........................                --                    --                 (186,393)
 Principal payments under capital lease obligations..............           (50,975)              (10,387)                (224,361)
 Proceeds from issuance of promissory notes......................                --                    --                7,000,000
 Repayment of promissory notes...................................                --                    --               (3,000,000)
 Proceeds from issuance of common stock and Series D  
  redeemable preferred stock.....................................                --                    --                1,392,686
                                                      
 Proceeds received from capital contributions....................                --                    --                  102,176
 Proceeds from issuance of Series B and C redeemable  
  convertible preferred stock....................................                --                    --               18,041,528
                                                      
 Proceeds from issuance of common stock, net of                                                                                    
  issuance costs.................................................                --                    --               55,248,963 
 Proceeds from stock options exercised...........................           103,746                18,000                  145,411
 Proceeds from sale-leaseback agreement..........................                --                    --                  549,718
                                                                       ------------           -----------            -------------
 
Net cash provided by financing activities........................            52,771                 7,613               82,479,280
                                                                       ------------           -----------            -------------
 
Net increase (decrease) in cash and cash equivalents.............         3,302,074            (7,719,278)              21,368,958
 
Cash and cash equivalents at beginning of period.................        18,066,884            15,896,373                       --
                                                                       ------------           -----------            -------------
 
Cash and cash equivalents at end of period.......................      $ 21,368,958           $ 8,177,095            $  21,368,958
                                                                       ============           ===========            =============
 
</TABLE>
   The accompanying notes are an integral part of the consolidated financial
                                   statements

                                       5
<PAGE>
 
                            ERGO SCIENCE CORPORATION
                        (A Development Stage Enterprise)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.        BASIS OF PRESENTATION

          The accompanying financial statements are unaudited and have been
prepared by the Company in accordance with generally accepted accounting
principles.

          Certain information and footnote disclosure normally included in the
Company's annual financial statements have been condensed or omitted.  The
interim financial statements, in the opinion of management, reflect all
adjustments (including normal recurring accruals) necessary for a fair statement
of the results for the interim periods ended March 31, 1997 and 1996.

          The results of operations for the interim periods are not necessarily
indicative of the results of operations to be expected for the fiscal year.
These interim financial statements should be read in conjunction with the
audited financial statements for the year ended December 31, 1996, which are
contained on Form 10-K filed with the Securities and Exchange Commission for the
year ended December 31, 1996.

2.        CASH EQUIVALENTS

          For purposes of the statement of cash flows, the Company considers all
highly liquid investments with maturities of 90 days or less at the date of
purchase to be cash equivalents.  Changes in cash and cash equivalents may be
affected by shifts in investment portfolio maturities as well as by actual net
cash receipts or disbursements.

          At March 31, 1997 and December 31, 1996, cash equivalents were
composed primarily of investments in money market funds, United States
government obligations and high grade commercial paper that mature within 90
days of purchase.
 
3.        SHORT-TERM INVESTMENTS

          The following is a summary of securities with maturities greater than
90 days not classified as cash and cash equivalents.  All short-term investments
are classified as held-to-maturity.
<TABLE>
<CAPTION>
 
                                         March 31, 1997  December 31, 1996
                                         --------------  -----------------
                                  
<S>                                      <C>             <C>
Commercial paper........................    $ 7,187,155        $ 8,844,868
Federal agency notes....................      5,702,456         11,706,118
                                            -----------        -----------
   Total short-term investments.........    $12,889,611        $20,550,986
                                            ===========        ===========
</TABLE>

          The held-to-maturity securities are short-term in nature. Changes in
market interest rates would not have a significant effect on the fair value of
these securities.  These securities are carried at amortized cost, which
approximates fair value.

                                       6
<PAGE>
 
4.        NET LOSS PER COMMON SHARE

          Net loss per common share is computed based upon the weighted average
number of common shares outstanding.  Common equivalent shares are not included
in the per share calculations where the effect of their inclusion would be anti-
dilutive.  In the computation of net loss per common share, accretion of
preferred stock to the redemption amount is included as an increase to net loss
to common stockholders.

          Fully diluted net loss per common share is the same as primary net
loss per common share.

                                       7
<PAGE>
 
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

          This discussion contains forward-looking statements made by the
Company pursuant to the safe-harbor provisions of the Private Securities
Litigation Reform Act of 1995.   Forward-looking statements reflect the
Company's current views with respect to such future events.  Actual results may
vary materially and adversely from those anticipated, believed, estimated or
otherwise indicated. Important factors that could cause actual results to differ
materially include, without limitation, (1) that data obtained from clinical
trials are subject to varying interpretations, and there can be no assurance
that the FDA (or an FDA panel of experts) will agree with the Company's
assessment of clinical trial results; (2) there can be no assurance of FDA
approval to market ERGOSET for Type II diabetes or any other indication or that
the FDA will not require additional clinical trials of ERGOSET; (3) uncertainty
related to the scientific development of a new medical therapy; (4)  competition
in the anti-diabetic market is intense and other products have been recently
approved by the FDA to treat Type II diabetes; (5) the need for additional
funding; (6) the uncertainty relating to patent protection in the pharmaceutical
and biotechnology industries; and (7) there can be no assurance that the Company
will be able to establish corporate alliances to market ERGOSET and assist with
the development of product candidates.  Further information and additional
important factors are set forth in reports and other filings with the Securities
and Exchange Commission, including the 1996 Annual Report on Form 10-K, in the
section entitled "Item 1. Business - Risk Factors".   The Company does not
undertake to update any forward-looking statement that may be made from time to
time by or on behalf of the Company.  ERGOSET has not been cleared for marketing
by the FDA and is being investigated for use in Type II diabetes pursuant to an
Investigational New Drug exemption.

OVERVIEW

          Since inception, the Company has been engaged in the discovery and
development of novel treatments for metabolic disorders, including Type II
diabetes and obesity, and various cancers.  The Company's technology, based on
the principals of chronobiology, uses the timed administration of oral drugs to
modulate the body's neuroendocrine activity.  The Company has dedicated most of
its financial resources to research and development of ERGOSET, the Company's
lead drug candidate, general and administrative expenses, and the prosecution of
patents and patent applications. To date, the Company has not received any
revenues from the sale of products and does not expect to generate such revenues
for at least a year, if at all. The Company has been unprofitable since its
inception, and the Company's accumulated deficit was $64,050,853 as of March 31,
1997. Although the Company intends to enter into collaborative relationships, it
expects to incur substantial and increasing expenses for at least the next
several years, due primarily to the expansion of its research and development
programs, including preclinical studies and clinical trials. The Company expects
that losses will fluctuate from quarter to quarter and that the fluctuations may
be substantial.

                                       8
<PAGE>
 
RESULTS OF OPERATIONS

Three Months Ended March 31, 1996 and 1997

          Total revenues increased from $270,402 to $481,020 for the three month
period ended March 31, 1996 and 1997, respectively.  Revenues were derived
primarily from interest income earned on cash, cash equivalents and short-term
investments. The increase in interest income is attributable to an increase in
the average amounts of cash, cash equivalents and short-term investments during
the first three months of 1997, compared to the first three months of 1996.
This amount increased as a result of proceeds received from the Company's second
public offering in August 1996.

          Research and development expenses increased from $3,095,159 to
$3,345,241 for the three month period ended March 31, 1996 and 1997,
respectively.  Excluding the purchase of in-process research and development
which totaled $168,750 in the first quarter of 1996, expenses increased
$418,832. The increase was principally the result of expenditures related to the
preparation of the New Drug Application (NDA) for ERGOSET, expanded research and
development activities and the hiring of additional research and clinical
personnel.  The total of these expenses were partially offset by the reduction
in costs associated with the Phase III clinical trials which were completed in
late 1996.

          General and administrative expenses increased from $1,073,128 to
$2,125,342 for the three month period ended March 31, 1996 and 1997,
respectively. The three month period ended March 31, 1997 included a charge of
$928,000 which relates to a severance agreement made with the former Chairman of
the Board of Directors, who was also an officer and employee of the Company. Of
the total charge, $450,000 was noncash and the remainder will be paid over a 20
month period. Excluding this nonrecurring charge, general and administrative
expenses were consistent for the three month periods ended March 31, 1996 and
1997.

          Net loss to common stockholders increased from $4,004,535 to
$5,102,708 for the three month period ended March 31, 1996 and 1997,
respectively. The increase was primarily due to costs associated with the NDA
for ERGOSET and the severance agreement noted above. Although there was an
increase in net loss to common stockholders, the net loss per common share
remained constant at $0.39 per share for both first quarter periods. This was
due to an increase in weighted average common shares outstanding from 10,146,899
to 13,123,034 for the three month period ended March 31, 1996 and 1997,
respectively. This increase primarily resulted from the Company's second public
stock offering in August 1996.

LIQUIDITY AND CAPITAL RESOURCES

          Since its inception, the Company's primary source of cash has been
from financing activities, which have consisted of private placements of equity
securities and two public offerings. Private placements of equity securities
provided the Company with aggregate proceeds of $32,999,000. On December 19,
1995, the Company raised $23,030,476 from the sale of stock in an initial public
offering, net of commissions and offering costs. Subsequently, on August 14,
1996, the Company raised an additional $32,218,487, net of commissions and
offering costs, from the sale of stock in a second public offering. Cash and
cash equivalents were $18,066,884 and $21,368,958, while short-term investments
were $20,550,986 and $12,889,611, at December 31, 1996 and March 31, 1997,
respectively. The overall decrease in cash, cash equivalents and short-term
investments at March 31, 1997, was due primarily to the use of cash in the
Company's operating activities.

                                       9
<PAGE>
 
          The Company's primary use of cash to date has been in operating
activities to fund research and development, including preclinical studies and
clinical trials, and general and administrative expenses. During 1996, the
Company announced statistically significant Phase III results from three
separate clinical trials for ERGOSET, the Company's lead drug candidate, as
treatment for Type II diabetes.  The first two clinical trials, completed in
July 1996, used ERGOSET as adjunctive therapy with sulfonylurea agents, while
the final clinical trial, completed in December 1996, was conducted with ERGOSET
as monotherapy treatment.  With the results from the three Phase III trials, the
Company selected an experienced regulatory affairs consulting firm, Oxford
Research International, to assist in the preparation of its NDA for ERGOSET and
held a pre-NDA meeting with the FDA in March 1997. The Company plans to submit
its NDA for ERGOSET, as adjunctive and monotherapy treatment for Type II
diabetes, to the FDA sometime in mid-1997.  In addition, the Company is
pursuing corporate alliances to market ERGOSET and assist with the
development of product candidates.

          In the first quarter of 1997, the Company continued to enroll subjects
in a small Phase II clinical trial of ERGOSET in combination with another
neurotransmitter modulating compound for the treatment of metastatic breast
cancer.  The Company also continued to conduct preclinical screens for lead
candidates for use in photodynamic therapy to treat various cancers and dopamine
agonists for Type II diabetes and obesity.

          In April 1997, the Company announced the initiation of a new clinical
study for ERGOSET and signed a licensing agreement with Massachusetts General
Hospital (MGH). The human clinical study is being performed to evaluate the
safety and efficacy of ERGOSET given in combination with insulin for Type II
diabetes patients who can no longer be controlled with traditional forms of
treatment called oral hypoglycemic agents (OHAs). The study is double-blinded
and placebo controlled and it involves approximately 40 subjects. Its objective
is to reduce excess sugar in the blood (hyperglycemia) and reduce the daily
insulin requirements of Type II diabetes patients who have previously failed or
have been discontinued from existing OHAs. The licensing agreement with MGH
grants the Company an exclusive license to a series of patents covering new
therapeutic approaches for enhancing the body's immune function. Results from
further research in this area may lead to drugs based on the Company's
proprietary timed dosing regimens for treating diseases associated with immune
system dysfunction, such as cancer.

          As of March 31, 1997, the Company's net investment in equipment and
leasehold improvements was $2,680,126. The Company expects that additional
equipment and facilities will be needed to the extent it increases its research
and development activities.

          The Company believes that its available cash, cash equivalents, short-
term investments and expected interest income, will be adequate to fund its
current and anticipated levels of operations through mid-1998.   Prior to that
time, the Company will need to raise additional capital through the sale of
securities in the public or private equity markets or by entering into a
collaborative arrangement with another company.  There can be no assurance,
however, that events in the Company's research and development programs or other
events affecting the Company's operations will not result in accelerated or
unexpected expenditures. The Company is pursuing additional research and
development of ERGOSET and other product candidates to treat obesity, breast
cancer and other diseases. The Company will require additional financing to
expand and complete that research and development. To the extent the Company
raises additional capital by issuing equity securities, ownership dilution to
existing stockholders will result and future investors may be granted rights
superior to those of existing

                                       10
<PAGE>
 
stockholders. There can be no assurance, however, that additional financing will
be available from any source or, if available, will be available on acceptable
terms.

             The terms of the Company's Series D Preferred Stock prohibit the
Company from paying dividends on the common stock.

                                       11
<PAGE>
 
                                    PART II
                               OTHER INFORMATION


ITEM 1.      LEGAL PROCEEDINGS

          The Company was named as a defendant in a lawsuit brought in Superior
Court, Suffolk County Massachusetts (No. 97-0041 E) by three individuals, Robert
M. Santaniello, Jay A. Posnik and Savino J. Basile (the "Plaintiffs").  The
other defendants are Manuel Cincotta, Jr., Stephen Cincotta and Product
Development and Marketing Corporation ("PDMC").  Plaintiffs allege that they
were the lawyers who incorporated PDMC, together with Stephen Cincotta, the
majority shareholder and President of PDMC, and that they are minority
shareholders in PDMC.  Plaintiffs also allege that in 1990 a predecessor to the
Company entered into a licensing agreement with PDMC covering certain of the
Company's patents in obesity and diabetes.  Plaintiffs further allege that
Stephen Cincotta terminated this purported license with the Ergo predecessor in
January 1991.  Plaintiffs allege that this termination was improper and seek a
declaration that the purported license is valid, notwithstanding the prior
termination.  Plaintiffs also allege breach of fiduciary duty by Stephen
Cincotta, intentional interference with an advantageous business relationship
against Manuel Cincotta and Stephen Cincotta, misrepresentation and deceit
by Manuel Cincotta and Stephen Cincotta, and intentional interference with
contractual relations against Manuel Cincotta and Stephen Cincotta.  No claim
for damages has been made against the Company.

 
          Manuel Cincotta was the founder, Chairman of the Board and Chief
Executive Officer of the Company.  Mr. Cincotta ceased to be associated with the
Company in March 1997.  Stephen Cincotta is currently employed with the Company.

          The Company believes that Plaintiffs' claims are without merit and
that such litigation will not have a material effect on its business.
 

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

             Exhibits:
             ---------

               10.1 -    License Agreement effective as of February 1, 1997,
                         between The General Hospital Corporation, a not-for-
                         profit corporation doing business as Massachusetts
                         General Hospital, Ergo Science Corporation, a Delaware
                         corporation, and Ergo Research Corporation, a Delaware
                         corporation and wholly-owned subsidiary of Ergo Science
                         Corporation. [Portions of this exhibit have been
                         omitted and filed separately with the Securities and
                         Exchange Commission in accordance with Rule 406 of the
                         Securities Act and the Company's request for
                         confidential treatment.]

             27 -        Financial Data Schedule.

                         Reports on Form 8-K:
                         --------------------
                         None.

                                       12
<PAGE>
 
                                   SIGNATURES


          Pursuant to the requirements of Section 13 or 15(d) 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.



                                             ERGO SCIENCE CORPORATION
                                           
                                           
                                             By: /s/ Alan T. Barber
                                                 ------------------
                                                     Alan T. Barber

                                             Vice President, Finance and
                                             Administration and Chief Financial
                                             Officer (Principal Financial
                                             Officer and Principal Accounting
                                             Officer)



                                             Date:  May 14,1997
                                                   ---------------------------

 

                                       13