<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

           -----                      -----
             X                    ANNUAL REPORT
           -----     FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                                    -- or --
           -----
                                TRANSITION REPORT
           -----     FOR THE TRANSITION PERIOD FROM ____ TO ____

                        -------------------------------

                            OSTEX INTERNATIONAL, INC.
                 NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER

                                     0-25250
                             COMMISSION FILE NUMBER

                               STATE OF WASHINGTON
          STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION

                                   91-1450247
                     I.R.S. EMPLOYER IDENTIFICATION NUMBER

          2203 AIRPORT WAY SOUTH, SUITE 400, SEATTLE, WASHINGTON 98134
                                  206-292-8082
           ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES

          Securities registered pursuant to Section 12(b) of the Act:
                    (none)                         (none)
                Title of Class       Each Exchange on Which Registered

          Securities registered pursuant to Section 12(g) of the Act:
                          COMMON STOCK, $.01 PAR VALUE
                                 Title of Class

    Indicate  by  checkmark  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 by check mark if disclosure of delinquent  filers  pursuant to Item
405 of Regulation S-K is not contained herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K.

           X
         ----

    The aggregate market value of the voting stock held by non-affiliates of the
registrant  was  approximately  $53,089,576  on  March  18,  1997,  based on the
per-share  closing  price of $5.31 on the  Nasdaq  National  Market  tier of the
Nasdaq Stock Market, as reported by the Wall Street Journal.

    The number of shares of Common Stock outstanding as of March 18,
1997 was 12,447,617.

                       DOCUMENTS INCORPORATED BY REFERENCE

     (1) Annual Report to  stockholders  for the fiscal year ended  December 31,
1996.  Incorporated in Part I and Part II.
     (2) Proxy  Statement for  Shareholders  Meeting to be held Monday,  June 2,
1997 to be filed pursuant to Regulation 14A and incorporated  herein pursuant to
general instruction G(3) to Form 10-K.  Incorporated in Part I, Part II and Part
III.


<PAGE>


 ...............................................................................

 ...............................................................................



For the  purpose of this Form 10-K,  the  following  capitalized  terms shall be
ascribed the following meanings:

     "Company"  or "Ostex"  shall mean Ostex  International,  Inc., a Washington
corporation;

     "Annual  Report to  shareholders"  shall mean the annual report to
shareholders of Ostex International,  Inc. for the year ended December 31, 1996;
and
     "Proxy   Statement"   shall  mean  the  proxy   statement  for  the  1997
shareholders  meeting of Ostex  International,  Inc. to be held Monday,  June 2,
1997 to be filed with the Commission pursuant to Regulation 14A.


                     ----------------------------

                               PART I

ITEM 1.    BUSINESS

     Ostex was  incorporated  in the State of Washington in 1989. The Company is
engaged in the discovery,  development and  commercialization of diagnostics and
therapeutics  for diseases of the skeleton and connective  tissues.  The Company
believes  that its lead  product,  the  OSTEOMARK-registered  trademark-  assay,
incorporates   innovative  new  technologY  in  the  area  of  bone   resorption
measurement.  The Company is the exclusive  licensee of this  technology,  known
clinically  as the NTx  assay,  which is a  simple  urine  test  that can aid in
healthcare  decision-making  at early  menopause  and  beyond.  Ostex has formed
collaborative   relationships   with  a  number  of   leading   diagnostic   and
pharmaceutical companies to aid in the commercialization of the Osteomark assay.
As of December 31, 1996, the Company had 74 employees.

       On May  8,  1995,  the  Company's  Osteomark  assay  became  commercially
available in the United States as a urinary  assay that provides a  quantitative
measure of the excretion of cross-linked N-telopeptides of type I collagen (NTx)
as an indicator of human bone  resorption and in July 1996 the Company  received
expanded  claims for the assay.  The new claims  form a basis of  important  new
messages to help physicians better manage diseases of the aging skeleton.  First
and foremost, the new claims allow that an Osteomark test measurement,  if taken
prior to the initiation of hormonal  anti-resorptive therapy, can be utilized to
predict a patient's response to that therapy, in terms of its effect on skeletal
bone mineral density.  Additionally,  the claims allow that the test can be used
for therapeutic monitoring of anti-resorptive therapies in postmenopausal women,
as well as individuals  diagnosed with  osteoporosis and Padget's  disease,  and
therapeutic  monitoring  of  estrogen-suppressing  therapies.  Prior to becoming
commercially  available,  the Osteomark test was available domestically only for
research  purposes.  The  Osteomark  test is now  marketed in over 22  countries
around the world.

       The   Osteomark   assay  is  a   non-invasive   diagnostic   test   which
quantitatively  measures  bone  resorption.  Individuals  who  are  losing  bone
collagen at accelerated  rates may indicate a condition which typically  results
in osteoporosis.  The Company believes that early  identification of high levels
of bone resorption  provides the opportunity to predict skeletal  response (bone
mineral density) to hormonal resorptive therapy in postmenopausal women and help
prevent the onset of osteoporosis.  The Company also believes that the Osteomark
assay aids clinicians in monitoring the effects of anti-resorptive  therapies in
postmenopausal  women,  as well as in  older  patients  who  have  already  lost
significant bone mass.

       The Company is manufacturing  and marketing the Osteomark assay initially
in an ELISA  format  for  testing  urine  samples.  Worldwide  promotion  of the
Osteomark test kits is supported by Johnson & Johnson Clinical Diagnostics, Inc.
("Johnson & Johnson").  In 1995 the Company entered into research,  development,
license and supply  agreements with Johnson & Johnson.  These  agreements  grant
Johnson & Johnson a license to manufacture, sell and distribute certain products
using  Ostex's  bone  resorption  technology.   Currently,   Johnson  &  Johnson
distributes  in the United  States and certain  foreign  countries the Osteomark
assay in the  existing  microtiter  plate format and is adapting the urine assay
for use with its automated  analyzer.  The  companies  intend to adapt the serum
assay for use on high-speed,  high volume,  automated instruments typically used
in large  clinical  laboratories.  Ostex  will  receive  royalties  on Johnson &
Johnson sales of products incorporating the Ostex technology.

<PAGE>

       Ostex has also entered into research,  development and license agreements
with Mochida  Pharmaceutical Co., Ltd.  ("Mochida"),  a Japanese  pharmaceutical
company for the  commercialization  of the Osteomark  assay in Japan.  Under the
research  and  development  agreement  Mochida  has an option to license the NTx
serum assay and has paid Ostex  $3,350,000 to date.  Future payments of $750,000
under the  agreement  are  contingent  upon  Mochida's  decision to exercise its
option..   Under  the  license   agreement,   the  Company   granted   exclusive
manufacturing,  marketing  and  distribution  rights to certain of the Company's
products in Japan.  Mochida has agreed to pay Ostex $2,500,000 in licensing fees
for  the  Osteomark  assay  of  which   $2,000,000  has  been  earned  to  date.
Additionally,  Ostex  will  receive  royalties  on  Mochida  sales  of  products
incorporating the Ostex technology.

       Ostex is  evaluating  other  potential  collaborators  to also  adapt the
Osteomark  assay to other high speed  automated  instruments.  The Company  also
plans  to  develop  the  Osteomark  assay in other  formats,  including  formats
suitable for use in the  physician's  office and the home.  Toward that end, the
Company has established  agreements with Hologic, Inc. ("Hologic"),  a worldwide
leader in x-ray and ultrasound bone  densitometers  used to measure bone density
to assist  in the  diagnosis  and  monitoring  of  osteoporosis  and other  bone
diseases, and Metrika Laboratories, Inc. ("Metrika") to develop physician office
"point-of-care" Osteomark assay devices.

       The Company has two agreements  with Hologic.  Under the first  agreement
the  companies  will  co-promote  to  physicians  a  package  of  products  that
incorporates  both  companies'  bone  assessment  products.   The  goal  of  the
co-promotion  with  Hologic is to advance the  companies'  mutual  products  and
technologies  as  complementary  approaches  for the diagnosis and management of
bone disorders. Certain of the disease indications that Ostex has chosen for its
initial  research and  development  activities  can be diagnosed  using existing
x-ray and related technologies.  However,  Ostex believes that traditional x-ray
is generally  regarded as a poor  diagnostic tool to screen for risk of fracture
and severe bone loss  because,  according  to industry  sources,  bone loss must
exceed 30% of bone mass before it can be detected by x-ray.  Ostex believes that
the most accepted  tool for  conducting  bone mineral  density  measurements  is
dual-energy x-ray absorptiometry  ("DEXA") because it has demonstrated that
it can accurately  record bone densities.  Hologic is a worldwide leader in DEXA
and  untrasound  bone  densitometers.  The agreement  calls for the creation and
marketing of an  integrated  offering to  physicians,  in which a  fee-per-study
leasing agreement will include both Hologic's  QDR-4500C bone densitometer and a
specified number of OstIn utilizing the companies' sales forces an eomark tests.
customer bases, Ostex hopes to accelerate the physician  education  process,  as
well as increase the awareness of both companies' diagnostic technologies.

       The  companies  have also  agreed to work  together to develop a low-cost
point-of-care  NTx test for bone resorption based on the Osteomark assay under a
joint development agreement.  Under this agreement, the companies,  working with
Serex, Inc. ("Serex"),  will develop and market a point-of-care  Osteomark test,
utilizing a strip-test  technology  of Serex.  The joint  product is expected to
reduce the cost and simplify the process of obtaining patient results.

       Additionally,  the Company  has  entered  into  agreements  with  several
leading   clinical   laboratories  in  the  U.S.   including   Corning  Clinical
Laboratories    ("Corning"),    SmithKline    Beecham   Clinical    Laboratories
("SmithKline"),  and Labcorp of America ("Labcorp"). Under these agreements, the
laboratories will perform the Osteomark test for their physician clients.  These
relationships  enable patients and doctors to conveniently  access the Osteomark
assay for diagnosis and monitoring of osteoporosis.

       Osteoporosis  is a  significant  health  problem  worldwide.  The Company
estimates that  approximately 70 million women and 21 million men are at risk of
osteoporotic  fracture,  and that an additional 35 million people are at risk of
skeletal  degradation  associated  with  Paget's  disease of bone,  cancer  that
metastasizes to bone, hyperparathyroidism and renal osteodystrophy.  In spite of
the serious human and economic  consequences of these diseases (according to the
National  Osteoporosis  Foundation,  the direct  healthcare  and  indirect  lost
productivity  costs of  osteoporosis  exceed $10  billion  annually  in the U.S.
alone),  medical  intervention  usually  commences only after pain,  immobility,
fractures or other symptoms have appeared.  The Company expects the osteoporosis
therapeutic market,  which industry sources currently  approximate at $2 billion
per year worldwide,  will increase dramatically.  The Company believes that over
50 new  therapeutic  products are under  development for  osteoporosis,  many of
which are in late-stage  clinical  trials.  The Company believes that the use of
the Osteomark assay can be used to effectively  monitor  existing  therapies and
other therapies which may be developed.

       Outside the field of osteoporosis,  the Company is investigating  the use
of its Osteomark  assay in staging  patients  diagnosed  with breast or prostate
cancer and is developing an assay to identify the degradation of cartilage, with
potential  application in the field of arthritis The Company is also  developing
an  assay  to  measure  the  breakdown  of  vascular   tissues  with   potential
applications  in the  area of  cardiovascular  disease.  In  addition,  Ostex is

<PAGE>

investigating a novel polypeptide, O-CSF, which has therapeutic implications for
osteoporosis and other bone disorders. Ostex has obtained all rights to its core
technology and to the O-CSF technology through exclusive license agreements with
the University of Washington (the  "University")  and its non-profit  technology
licensing agency, the Washington Research Foundation (the "WRF").

       OSTEOMARK  and OSTEX are  registered  United  States  trademarks of Ostex
International,  Inc. The Company has also registered its OSTEOMARK  trademark in
31 other countries. Additional trademark applications are pending.

       Competition from other biotechnology companies,  pharmaceutical companies
and research and academic  institutions  continues to be intense.  Subsequent to
the  Osteomark  assay  becoming  commercially  available  in the United  States,
product sales have increased. However, the Company anticipates that it will face
intense competition in attempting to establish market share. Several immunoassay
tests for bone  resorption as well as procedures  for detection of  osteoporosis
and other bone disorders currently exist and others are in development,  and the
manufacturers  of these tests will continue to improve  them.  In addition,  the
diagnostic  industry is subject to rapid  technological  change and it is likely
that new procedures and technologies will continue to be developed.

       The Company's bone resorption assay technology is covered by seven United
States patents,  two European patents,  two Australian  patents,  and patents in
Ireland,  Spain,  Hong Kong,  and  Singapore.  The two  European  patents are in
opposition  proceedings  before the European  Patent Office.  Additional  patent
applications  are pending in Japan and  elsewhere.  The Company's  cartilage and
vascular  connective  tissue  diagnostics  are  covered by two U.S.  patents and
patents in Australia and Ireland. Additional patent applications are pending.

       The Company's  Research and  Development  expenditures,  all of which was
funded by the Company, totaled $3,163,000,  $3,200,000, and $3,308,000, in 1996,
1995, and 1994, respectively.

       The Company's foreign kit sales, all to  non-affiliates,  totaled
$299,000, $530,000, and $215,000, in 1996, 1995 and 1994, respectively.

ITEM 1A. RISK FACTORS

       THE  FOLLOWING  RISK  FACTORS,  AMONG  OTHERS,  COULD CAUSE THE COMPANY'S
ACTUAL  RESULTS TO DIFFER  MATERIALLY  FROM  THOSE  EXPRESSED  IN THE  COMPANY'S
FORWARD-LOOKING  STATEMENTS IN THIS REPORT AND PRESENTED ELSEWHERE BY MANAGEMENT
FROM TIME TO TIME.

UNCERTAINTY OF MARKET ACCEPTANCE

       The Company's  lead product,  the Osteomark  assay,  became  commercially
available  in May 1995 in the  United  States  and  sales of this  product  have
increased  over time.  However,  there can be no  assurance  that the  Company's
Osteomark assay or any of its other diagnostic or therapeutic products will gain
acceptance  from the  medical  community,  clinical  or  hospital  laboratories,
physicians  or  patients  as readily as other  forms of  diagnosis  or any newly
developed diagnostic. There can be no assurance that the Company will be able to
develop  significant market share for its products,  or at all. The inability of
the Company to achieve market  acceptance for its products could have a material
adverse  effect on the Company's  business,  financial  condition and results of
operation.

DEPENDENCE ON CORE TECHNOLOGY; UNCERTAINTY OF ADAPTATION TO DIFFERENT FORMATS

       The Company currently relies exclusively upon its core technology for the
development of diagnostic  products for bone,  cartilage and  connective  tissue
disorders. There can be no assurance that competitors of the Company will not be
successful in developing  new or more  efficient or  cost-effective  diagnostics
that are more readily  accepted than the Company's  products.  The Company is in
the process of  undertaking  ongoing and  significant  additional,  research and
development  to adapt the core  technology  for serum  testing and for different
formats, instruments and other delivery platforms that currently exist or may be
developed.  In particular,  additional research and development will be required
to adapt its core technology to high-speed,  high-volume  automated  instruments
typically used in large  clinical  laboratories  or companies  through which the
Company  may  seek to  expand  the  market  for its  products.  There  can be no
assurance  that the Company will be  successful in adapting and  developing  its
core  technology  to meet such needs.  The Company has not  developed  physician
office and  home-use  adaptations  of its core  technology,  and there can be no
assurance  that the  Company or any of its actual or  prospective  collaborators

<PAGE>

will  either  develop  or  obtain  any  required   regulatory   approval  for  a
cost-effective  instrument for such use. In addition,  technological  changes or
medical advancements could diminish or eliminate the commercial viability of the
Osteomark assay or future products based upon the Company's core technology. The
failure to adapt the Company's core technology to different formats, instruments
and  other  delivery   platforms,   or  otherwise  to  commercialize  such  core
technology,  could have a material  adverse  effect on the  Company's  business,
financial condition and results of operation.

RELIANCE ON COLLABORATIVE AGREEMENTS

       The Company has entered into  collaborative or co-promotional  agreements
with several partners,  including,  among others, Hologic, Johnson & Johnson and
Mochida.  The level of each of such  partner's  involvement  and support and the
amount  and  timing  of  resources  that  these  collaborators  devote  to these
activities,  are not within the  control of the  Company  and can  significantly
impact  the  Company's  ability  to  achieve  its  objectives.  There  can be no
assurance that these collaborators will perform their contractual obligations as
expected  or that the  Company  will  derive any  additional  revenue  from such
arrangements.   Moreover,   the  agreements  may  be  terminated  under  certain
circumstances. The Company expects to rely on these and additional agreements to
develop and  commercialize  its research and the development of future products.
There can be no assurance that the Company will be able to negotiate  acceptable
collaborative  agreements in the future, or that such new agreements or existing
agreements will be successful.  In addition,  there can be no assurance that the
parties to agreements will not pursue alternative technologies.

LIMITED SALES AND MARKETING EXPERIENCE

       The Company has limited experience in sales,  marketing and distribution.
To market any of its products directly, the Company must develop and implement a
substantial  marketing and sales effort with technical  expertise and supporting
distribution capability.  The Company intends to continue to market and sell its
products in the U.S.  through a national  distributor  and its own limited sales
force and to market and sell its products in other markets through  distributors
or collaborative  arrangements.  There can be no assurance that the Company will
be able to establish effective sales and distribution capabilities or that it or
its  collaborators  will be  successful  in gaining  market  acceptance  for the
Company's  products or that the  Company  will  achieve or maintain  significant
market share for its products.

DEPENDENCE ON LICENSED PATENTS AND PROPRIETARY RIGHTS

       The Company depends on its current and future patent position relating to
its core  technology and its O-CSF  technology.  The Company's  patent  position
involves  complex  legal and factual  questions.  The  Company is the  exclusive
licensee  of certain  patents  within and  outside of the U.S.  relating  to the
Company's  core  technology,  as well as the O-CSF  technology.  The  Company is
dependent  upon the WRF for the filing  and  prosecution  of patents  and patent
applications licensed to the Company.  Claims made under patent applications may
be  denied  or  significantly  narrowed,  and  issued  patents  may not  provide
significant commercial protection to the Company. There is no assurance that the
Company's  patents  will not be  challenged  or designed  around by others.  The
Company could incur  substantial  costs in  proceedings  before the U.S.  Patent
Office, including interference proceedings.  These proceedings could also result
in adverse  decisions  as to the  patentability  of the  Company's  licensed  or
assigned  inventions.  There can be no assurance that the Company's  products do
not or will not  infringe  on the patent or  proprietary  rights of others.  The
Company may be required  to obtain  additional  licenses to the patents or other
proprietary  rights of others.  The Company may also require  licenses  from the
inventors of certain  processes,  technologies  and delivery formats in order to
successfully  market certain  products.  There can be no assurance that any such
licenses would be made available on terms acceptable to the Company,  if at all.
If the  Company  needs and cannot or does not  obtain  such  licenses,  it could
encounter  delays in product  introductions  while it attempts to design  around
such patents, or the development, manufacture or sale of products requiring such
licenses  could be  precluded.  The Company  believes  there will continue to be
significant  litigation in the industry  regarding patent and other intellectual
property rights.

       The Company is aware of competitors that are developing products that may
be covered by claims  made in patents  or patent  applications  of the  Company.
Because certain foreign patents are subject to third-party  opposition following
the date of grant of such patents,  there can be no assurance that claims of the
Company's foreign patents,  once granted,  will survive such opposition  without
cancellation  or  significant   modification.   Because  U.S.  applications  are
confidential  until a patent  issues,  the  Company  cannot be assured  that its
patent  claims  have  priority  in the  U.S.  or  will  be  entitled  to  patent
protection.

<PAGE>

       The Company also relies on trade secrets and other unpatented proprietary
technology.  No assurance can be given that the Company can meaningfully protect
its rights in such unpatented  technology or that others will not  independently
develop substantially equivalent products and processes or otherwise gain access
to the Company's technology.  The Company seeks to protect its trade secrets and
proprietary  know-how,  in  part,  with  confidentiality   agreements  with  its
employees and consultants.  There can be no assurance that these agreements will
not be breached, that the Company will have adequate remedies for any breach, or
that  the  Company's  trade  secrets  will  not  otherwise  become  known  or be
independently  developed  by  competitors.  In addition,  protracted  and costly
litigation  may be necessary to enforce and  determine the scope and validity of
the Company's proprietary rights.

UNCERTAINTY OF REGULATORY APPROVALS FOR DIAGNOSTIC OR THERAPEUTIC PRODUCTS

       The process of obtaining FDA and other required regulatory  approvals can
be lengthy and expensive.  The time required for FDA approvals is uncertain, and
often depends on the type,  complexity and novelty of the product.  There can be
no  assurance  that the FDA will act  favorably  or quickly in its review of any
submission  by  the  Company,  and  significant  difficulties  or  costs  may be
encountered  by the  Company in its efforts to obtain FDA  approvals  that could
delay or preclude the Company from  marketing its products.  Furthermore,  there
can be no assurance that the FDA will not request the  development of additional
data following original  submissions,  causing the Company to incur further cost
and delay.  Nor can there be any  assurance  that the FDA will not  restrict the
intended use of a submitted product as a condition for clearance.

       If the FDA  concludes  that a device is not  substantially  equivalent to
another legally marketed device, submission of a pre-market approval application
("PMA") will be required.  If the FDA  indicates  that a PMA is required for any
product of the Company,  the application  will require  submission of results of
clinical studies and manufacturing information,  and likely review by a panel of
experts  outside of the FDA.  Clinical  studies  would need to be  conducted  in
accordance  with FDA  requirements.  The failure to comply  would  result in the
FDA's refusal to accept the data or the imposition of regulatory sanctions.  FDA
review of a PMA application can take significantly longer than that for a 510(k)
notification. Further, if a company wishes to propose modifications to a product
subsequent  to  FDA  approval  of  a  PMA  application,   including  changes  in
indications or other significant  modifications to labeling, or modifications to
the  manufacturing  process,  or if a company wishes to change its manufacturing
facility, a PMA supplement must first be submitted to the FDA for its review and
approval.

EARLY STAGE DEVELOPMENT OF O-CSF TECHNOLOGY AND UNCERTAINTY OF REGULATORY
APPROVALS

       Research on the Company's  O-CSF  technology is at an early stage.  There
can be no assurance that the Company's O-CSF research and development activities
will result in any commercially viable therapeutic or diagnostic products.  Even
if the Company develops therapeutic  products from such technology,  the process
of obtaining FDA approval for therapeutic  products is substantially more costly
and time consuming than for diagnostic products.  There can be no assurance that
any potential  therapeutic or diagnostic  product based on O-CSF technology will
obtain approval by the FDA for any indication.

EXTENSIVE CONTINUING GOVERNMENT REGULATION

       The research,  development,  manufacturing and marketing of the Company's
products are subject to extensive continuing regulation by numerous governmental
authorities  in the U.S.  and  certain  other  countries  and the  Company,  its
products,  and its manufacturing  facilities are subject to continual review and
periodic  inspection.  The regulatory  standards for  manufacturing  are applied
stringently by the FDA. Discovery of previously unknown problems with a product,
manufacturer  or  facility  may  result  in  restrictions  on  such  product  or
manufacturer  or facility,  including  warning  letters,  fines,  suspensions of
regulatory  approvals,  product  recalls,  operating  restrictions,   delays  in
obtaining new product approvals,  withdrawal of the product from the market, and
criminal prosecution. Other violations of FDA requirements can result in similar
penalties.  The Company is also  subject to numerous  environmental,  health and
workplace  safety laws and  regulations,  including those  governing  laboratory
procedures,  exposure to blood-borne pathogens, and the handling of biohazardous
materials.  Any violation of, and the cost of  compliance  with,  these laws and
regulations  could  adversely  impact the Company's  operations.  The Company is
unable to predict the extent or likelihood of adverse government regulation that
might arise from future U.S. or foreign government action.


<PAGE>



LIMITED MANUFACTURING EXPERIENCE

     The Company plans to develop  adaptations  of its core  technology  for the
home-use  market  and for use in  physicians  offices  and may  depend  upon the
efforts of collaborators  for this  development.  Such adaptations have not been
developed and there can be no assurance that, if developed, such adaptations
could be  manufactured  in a  commercially  viable  manner.  Unless the  Company
develops additional in-house manufacturing  capability for such products it will
be dependent upon outside sources for the manufacture of its products. There can
be no assurance that the Company's reliance on others for the manufacture of its
products will not result in problems with product supply.  Interruptions  in the
availability  of products could delay or prevent the  development and commercial
marketing of the Company's products.

HISTORY OF LOSSES AND LIMITED OPERATING HISTORY

       The Company has a limited operating history and had a retained deficit at
December  31, 1996 of  approximately  $21,864,000.  At December  31,  1996,  the
Company had a net loss of approximately $8,070,000. The Company expects to incur
additional  substantial  costs as it continues  with its  operations,  marketing
efforts,  research and development activities,  and clinical trials. The Company
expects to continue to incur losses in future  periods and the Company is unable
to predict when, if at all, it will achieve profitability.

FUTURE CAPITAL NEEDS AND UNCERTAINTY OF ADDITIONAL FINANCING

       The Company will continue to require  substantial  funds for research and
development, commercial-scale manufacturing facilities, and the marketing of its
products. The amount of the Company's future capital requirements will depend on
many factors,  including the status of the development of its products, the time
and costs  involved in obtaining  regulatory  approvals,  the costs  involved in
filing,  prosecuting and enforcing patent claims,  competing  technological  and
market   developments,   the  ability  of  the  Company  to  maintain   existing
collaborative  and  licensing  arrangements,  and the  ability of the Company to
establish new collaborative and licensing arrangements. The Company will require
substantial  additional  funds to complete the  development  of its  therapeutic
products.  The Company  expects  that its  existing  capital  resources  will be
sufficient to fund the Company's  activities through 1998. However,  the Company
may be required to seek additional  financing  before the end of 1998. There can
be no assurance that additional funds,  whether through  additional  financings,
collaborative  arrangements  with corporate  sponsors or other sources,  will be
available,  if at all, in a timely  manner or on acceptable  terms.  If adequate
funds are not  available,  the Company  may be required to delay,  scale back or
eliminate one or more of its programs or obtain funds through  arrangements that
are unfavorable to the Company.

DEPENDENCE ON KEY PERSONNEL

       The  Company  is  highly  dependent  on  the  principal  members  of  its
scientific and management  staff,  particularly  Dr. David Eyre. The loss of Dr.
Eyre's services may have a material  adverse effect on the Company's  efforts to
develop additional  diagnostic  products from its core technology and to develop
products  from  its  O-CSF  technology.   Recruiting  and  retaining   qualified
scientific personnel to perform research and development work in the future will
also be critical to the Company's operations. There can be no assurance that the
Company will be able to attract and retain such personnel  given the competition
for experienced scientists among numerous diagnostic and biotechnology companies
and research and academic institutions.

       The Company's  continued  expansion of its operations,  manufacturing and
marketing efforts,  research and development activities,  and clinical trials is
expected to place increased demands on the Company's resources,  and necessitate
the  retention  and addition of  management  personnel  and the  development  of
additional expertise by existing management personnel.  The failure to retain or
acquire needed  personnel or to develop needed  expertise  could have a material
adverse effect on the Company's operations.  In addition, the Company expects to
continue  to engage  consultants  and  advisors  to assist  in  formulating  its
research and development strategy. All of the Company's consultants and advisors
are employed by entities  other than the Company and may have  commitments to or
consulting  or advisory  contracts  with other  entities  that may affect  their
ability to contribute to the Company.


<PAGE>



INTENSE COMPETITIVE ENVIRONMENT

       Competition from biotechnology  companies,  pharmaceutical  companies and
research and  academic  institutions  is intense and is expected to increase.  A
number of  diagnostic  tests and  procedures  for  osteoporosis  and other  bone
disorders  currently exist and others are in development,  and the manufacturers
of these tests will  continue  to improve  them.  In  addition,  the  diagnostic
industry is subject to rapid  technological  change.  There can be no  assurance
that the Company's  competitors will not succeed in developing products that are
more effective than those which have been or are being  developed by the Company
or which would render the Company's core technology obsolete or non-competitive.
Many  of  the  Company's   competitors  have  substantially  greater  financial,
technical  and human  resources  than the Company.  In  addition,  many of these
competitors have significantly greater experience and resources than the Company
in undertaking  clinical trials and other regulatory approval procedures as well
as in marketing and achieving manufacturing  efficiencies.  There are also small
companies,  academic  institutions,  governmental  agencies  and other  research
organizations  that are conducting  research in the area of bone,  cartilage and
connective  tissue  disease,  diagnosis and  treatment.  These entities may also
market commercial products either on their own or through collaborative efforts.
The  Company's  competitors  may  develop  technologies  and  products  that are
available for sale prior to the Company's products,  or at a lower cost, or with
better  technical   characteristics,   rendering  the  Company's  products  less
competitive.

DEPENDENCE ON THERAPEUTICS DEVELOPED BY OTHERS

       Acceptance of and demand for the diagnostic  products that the Company is
developing  will be affected by the need  perceived  by  physicians  to diagnose
bone,  cartilage and connective  tissue disorders for the purposes of treatment.
There  are  currently  a limited  number  of  therapies  that are  effective  in
preventing osteoporosis or other bone, cartilage or connective tissue disorders,
or in treating these disorders once diagnosed. In the event new therapies do not
receive regulatory approval or experience delayed market acceptance, the Company
could be adversely affected.  Unfavorable  publicity concerning a product of the
Company or  therapeutic  products  for  osteoporosis  could also have an adverse
effect on the  Company's  ability to obtain  regulatory  approvals or to achieve
market acceptance.

UNCERTAINTY OF HEALTHCARE REIMBURSEMENT

       The Company's ability to commercialize diagnostic or therapeutic products
will  depend in part on the extent to which  reimbursement  for the cost of such
products and related treatment will be available from third-party  payors,  such
as  government  health  administration  authorities,   private  health  coverage
insurers and other organizations. The status of the scope of healthcare programs
worldwide is uncertain and there can be no assurance  that adequate  third-party
coverage will be available for the Company to maintain  price levels  sufficient
for  realization  of  an  appropriate   return  on  its  investment  in  product
development.  Third-party payors are increasingly challenging the price and cost
effectiveness  of medical  products  and  services.  If the Company  succeeds in
bringing  one or more  products to the market,  there can be no  assurance  that
these products will be considered cost effective and that  reimbursement  to the
consumer  will be  available  or  sufficient  to allow the  Company  to sell its
products on a competitive basis.

POTENTIAL VOLATILITY OF STOCK PRICE

       The stock market may experience significant price and volume fluctuations
unrelated to the operating performance of particular companies.  Factors such as
any loss of key management, the result of the Company's clinical trials or those
of its competitors,  adverse regulatory actions or decisions, evidence regarding
the safety or efficacy of the  Company's  products or those of its  competitors,
announcements of technological innovations or new products by the Company or its
competition,  governmental  regulation,  developments with respect to patents or
other proprietary  rights,  product or patent litigation or public concern as to
the safety of products  developed by the Company,  may have a volatile effect on
the market price of the Company's Common Stock.


<PAGE>




ITEM 1B.   EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company and their ages are as follows:
<TABLE>
<CAPTION>

NAME                                     AGE                POSITION
-----                                   -----               --------
<S>                                      <C>             <C>

H. Raymond Cairncross, J.D.              55             Chairman of the Board of Directors and Chief
                                                        Executive Officer

Robert J. Glaser, M.B.A.                 45             Director, President and Chief Operating Officer

Robert M. Littauer, M.B.A., C.P.A.       48             Senior Vice President, Finance and Administration

Jeffrey J. Miller, Ph.D., J.D.           49             Senior Vice President, Corporate Development and
                                                        Secretary

Thomas F. Broderick, M.A., J.D.          48             Vice President, Intellectual Property

Nancy J.S. Mallinak                      35             Vice President, Regulatory and Clinical Affairs

William K. Strelke, M.S.                 43             Vice President, Sales and Marketing

John Wynne                               44             Vice President, European Operations

</TABLE>


     H.  RAYMOND  CAIRNCROSS,  J.D.  is a founder  of the  Company  and has been
Chairman of the Board of Directors since 1989 and Chief Executive  Officer since
1991.  From 1991 to April 1996, Mr.  Cairncross  also served as President of the
Company. In 1987, Mr. Cairncross founded Cairncross & Hempelmann, PS., a Seattle
law firm of which he  previously  served as Managing  Partner and  currently  is
inactive as a  shareholder  and a director.  Mr.  Cairncross  is a member of the
Board of Directors of Information Optics Corporation,  a company developing high
speed  computer  memory  systems,  and Omeros Medical  Systems,  Inc., a company
developing orthopedic surgical devices and products.

     ROBERT J. GLASER,  M.B.A.  has been with the Company as the President and
Chief Operating  Officer since April 1996 and as a Director of the Company since
May 1995.  Prior to joining  Ostex,  Mr.  Glaser has held a variety of U.S.  and
International  positions  at  Merck  &  Co.,  Inc.,  a  pharmaceutical  company,
including positions as Senior Vice President,  Marketing, U.S. Human Health from
January 1994 to April 1996,  as Vice  President,  Marketing,  Merck Human Health
Division  from June 1993 to  January  1994,  as Vice  President,  Merck  Vaccine
Division,  from March 1993 to June 1993, as Vice  President,  Sales & Marketing,
Merck  Vaccine  Division,  from  1991 to  1993,  and as  Executive  Director  of
Marketing, Merck, Sharp & Dohme, from 1989 to 1991.

     ROBERT M. LITTAUER,  M.B.A.,  C.P.A. joined the Company in September 1996
as Senior Vice President, Finance and Administration.  Before joining Ostex, Mr.
Littauer was Senior Vice  President,  Chief  Financial  Officer and Treasurer of
NeoRx Corporation,  a biotechnology company developing  therapeutic products for
cancer and cardiovascular diseases ("NeoRx"),  from 1987 to September 1996. From
1982 to 1987 Mr.  Littauer  was  Vice  President,  Chief  Financial  Officer  at
Concept,  Inc., a manufacturer  of surgical  products  subsequently  acquired by
Bristol  Myers-Squibb,  and  from  1977  to 1982  was  Corporate  Controller  of
Instrumentation  Laboratory,  Inc.  a  manufacturer  of medical  and  analytical
testing instruments.

     JEFFREY J. MILLER,  PH.D.,  J.D.  joined the Company in  September  1996 as
Senior Vice President, Corporate Development. Prior to joining Ostex, Dr. Miller
was Senior Vice  President of Business  Development  and Legal Affairs for NeoRx
from 1987 to September  1996.  From 1985 to 1987 Dr. Miller was a partner at the
Seattle law firm of Seed and Berry.

<PAGE>

     THOMAS F.  BRODERICK,  M.A.,  J.D.  joined  the  Company in April 1996 as
Patent Counsel and in March 1997 became Vice President,  Intellectual  Property.
From 1989 to April  1996 Mr.  Broderick  was a partner at the patent law firm of
Christensen, O'Connor, Johnson & Kindness in Seattle, Washington.

     NANCY J.S.  MALLINAK was named Vice  President,  Regulatory  and Clinical
Affairs of the Company in February 1997. Ms.  Mallinak was Director,  Regulatory
and  Clinical  Affairs for the Company  from June 1995 to February  1997 and was
Manager,  Regulatory and Clinical  Affairs for the Company from December 1992 to
June 1995. From June 1989 to December 1992, Ms.  Mallinak was Manager,  Clinical
Product  Development in the Diagnostics Group of Baxter  International,  Inc., a
general healthcare company. From September 1985 to June 1989, Ms. Mallinak was a
supervisor  for  research  and  development  at Bio  Control  Systems,  Inc.,  a
diagnostics company.

     WILLIAM K. STRELKE,  M.S. joined the Company in January 1994 as Director,
Sales and  Marketing  and in  October  1994  became  Vice  President,  Sales and
Marketing. Prior to joining Ostex, Mr. Strelke served from March 1993 to January
1994  at  Mitchell  International,  Inc.,  a  health-care  facility  design  and
construction  consulting  company,  where he was  Vice  President  and  Regional
Director.  From 1983 to March 1993,  Mr. Strelke was  responsible  for sales and
distribution   management  with  the  Scientific  Products  Division  of  Baxter
International  (previously  American  Hospital  Supply  Corporation),  a general
healthcare company.

     JOHN WYNNE  joined the  Company in December  1996.  From 1992 to 1996 Mr.
Wynne held various  positions at IMR...  Corporation,  a biotechnology  company,
including Vice President,  Marketing and Business Development from 1993 to 1996,
and Managing Director of their European  Subsidiary from 1992 to 1993. From 1988
to 1991 Mr. Wynne was Business Manager of Fresenius Ltd, a German based national
healthcare company.

ITEM 2.     PROPERTIES

       The  Company's  research  laboratories,   manufacturing  operations,  and
administrative  offices are located in Seattle,  Washington.  The Company leases
approximately  39,000  square  feet of space in Seattle  under a lease that will
expire in 2005 and a laboratory facility and antibody manufacturing operation in
Portland,  Oregon  occupying 1,500 square feet under a lease that will expire in
1997.  The Company  expects to relocate its Portland  activities  to the Seattle
facility at the expiration of the Portland  facility  lease.  Ostex is currently
utilizing 80% of its leased space.

ITEM 3.     LEGAL PROCEEDINGS

       Information   regarding  Legal  Proceedings  is  incorporated  herein  by
reference  to note 11 in the "Notes to Financial  Statements"  on pages 21-22 of
the Annual Report to shareholders.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       No matters  were  submitted to a vote of  shareholders  during the fourth
quarter ended December 31, 1996.

                              ---------------------

                                     PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

       Information regarding the Common Stock trading activity for 1996 and 1995
is incorporated herein by reference to the "Shareholder  Information" on page 25
of the Annual Report to shareholders.

       As of March 18,  1997  there  were  12,447,617  shares  of  Common  Stock
outstanding  held of record  by  approximately  170  shareholders.  The  Company
believes  there are a  significant  number of  additional  owners of the  Common
Stock, who own shares held in street name.


<PAGE>

       The Company has never paid cash dividends and has no present intention of
paying dividends in the foreseeable future.

       TRANSFER  AGENT AND REGISTRAR - The transfer  agent and registrar for the
Common Stock is ChaseMellon Shareholder Services, L.L.C., Seattle, Washington.

ITEM 6.    SELECTED FINANCIAL DATA

       The information required by this item is incorporated herein by reference
to "Selected Financial Data" on page 10 of the Annual Report to shareholders.

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

       The information required by this item is incorporated herein by reference
to pages 11-12 of the Annual Report to shareholders.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

       The information required by this item is incorporated herein by reference
to the "Financial  Statements,"  and " Notes to Financial  Statements," on pages
13-22 and "Report of Independent  Public  Accountants"  on page 23 of the Annual
Report to shareholders.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURE

       None.

                              --------------------

                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

       a.  Directors

       The information  contained in the section entitled "Election of Directors
and  Director  Information"  of the Proxy  Statement is  incorporated  herein by
reference in response to this item.

       b.  Executive Officers of the Registrant

       Information  required by this item is  contained in Part I of this Annual
Report  on  Form  10-K  in  the  section  entitled  "Executive  Officers  of the
Registrant".

       c.  Compliance With Section 16(a)

       Information  contained in the section  entitled  "Compliance with Section
16(a) of the  Exchange  Act" of the Proxy  Statement is  incorporated  herein by
reference in response to this item.


<PAGE>



ITEM 11.   EXECUTIVE COMPENSATION

       The   information   contained   in  the   section   entitled   "Executive
Compensation"  of the Proxy  Statement  is  incorporated  herein by reference in
response to this item.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       The  information  contained in the sections  entitled "  Management"  and
"Security  Ownership of Certain  Beneficial  Owners and Management" of the Proxy
Statement is incorporated herein by reference in response to this item.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       The  information  contained in the section  entitled  "Notes to Financial
Statements" on pages 18-22 of the Annual Report to shareholders  and the section
entitled  "Certain  Transactions"  of the Proxy  Statement  is  incorporated  by
reference in response to this item.


                               --------------------

                                     PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

       (A) FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND EXHIBITS

       The  information  contained  in the  Financial  Statements  and  Notes to
Financial  Statements  are  located  on pages  13-22  of the  Annual  Report  to
shareholders and are listed below.

                                                             Page within
       FINANCIAL STATEMENTS                                 Annual Report
       --------------------                                 -------------

       Balance Sheets                                            13
       Statements of Operations                                  14
       Statements of Cash Flows                                  15
       Statements of Shareholders' Equity                        16
       Notes to Financial Statements                             18
       Report of Independent Public Accountants                  23

       (B) REPORTS ON FORM 8-K

       None


<PAGE>


       (C)  EXHIBIT INDEX (7)

       Exhibit
       Number      Description
       -------     ---------------------------------------------------
       3.1        Articles of Incorporation, as amended, dated January 1997.

       (1)3.2      Bylaws, as amended

       (1)4.1      Specimen Common Stock Certificate

                   Stock Purchase Agreements ("Terms and Provisions"  included
                   in Exhibit 3.1)
       (1)4.2A       Series A Stock Purchase  Agreement  dated September 1989
       (1)4.2B       Series B Stock Purchase Agreement dated June 1992
       (1)4.2C       Series C Stock Purchase Agreement dated August 1993

       (1)4.3      Form of CS First Boston Corporation Warrant

       (1)4.4      Form of Invemed Associates, Inc. Warrant

       (2)4.5      Shareholder Rights Agreement dated January 21, 1997

       (1)10.1A    Amended and Restated Stock Option Plan
       (1)10.1B    Form of Employee Stock Option Agreement
       (1)10.1C    Form of Director's Stock Option Agreement

       (1)10.2     Directors' Nonqualified Stock Option Plan

       (1)10.3     1994 Stock Option Plan

                   Agreements with Hologic, Inc.
       (3)10.4A      Co-Promotion and Sales Representation Agreement dated
                     January 14, 1997
       (3)10.4B      Joint Development, License and Supply Agreement dated
                     January 14, 1997

       (1)10.5     Form of  Indemnification Agreement with officers and
                   directors

       (1)10.6     Form of Employee Confidentiality and Invention Agreement

                   Agreements with H. Raymond Cairncross
       (1)10.7A      Employment Agreement dated April 15, 1994
       (1)10.7B      Stock Option Agreements dated June 6, 1991, July 1, 1993,
                     July 1, 1994, April 15, 1994

       (1)10.9     Asset Purchase and Sale Agreement dated May 31, 1994 with
                   Hybrilogic Corporation

       (1)10.10    Cooperation Agreement dated August 11, 1993 with
                   Merck & Co., Inc.

                   Agreements with Mochida Pharmaceutical Co., Inc.
       (1)10.12A     Research and Development Agreement dated August 1992
       (1)10.12B     Osteomark License Agreement Dated August 1992
       (1)10.12C     Stock Purchase Agreement dated November 22, 1994

                   Agreements with The Washington Research Foundation
       (1)10.13A     Restated Exclusive License Agreement effective June 19,
                     1992 (Urinary Assay for Measuring Bone Resorption)
       (1)10.13B     Amendment to Restated Exclusive License Agreement effective
                     January 1, 1993
       (1)10.13C     Second Amendment effective June 2, 1994

       (1)10.14      Exclusive License Agreement dated February 10, 1994 (O-CSF)

<PAGE>

       Exhibit
       Number      Description
       -------     ---------------------------------------------------
                   Agreements with the University of Washington
       (3)10.15A     Research Agreement dated July 26, 1989 (Molecular Markers
                     of Connective Tissue Degradation)
          10.15B     Research Agreement dated July 1, 1996 (Molecular Markers of
                     Connective Tissue Degradation)
       (3)10.15C     Research Agreement dated October 1, 1996 (Role of O-CSF in
                     Osteoclast Regulation)

       (1)10.16A   Know-How Transfer and Consulting Agreement dated
                   September 18, 1989 with David R. Eyre, Ph.D.
       (1)10.16B   Extension and Amendment dated May 1, 1992

       (1)10.17    Amended and Restated Know-How Transfer and Consulting
                   Agreement dated February 22, 1993 with Minako Y. Lee, M.D.

       (1)10.19    Osteomark EIA Exclusive Distribution License Agreement dated
                   March 28, 1994 with Technogenetics S.R.L. (division of
                   Recordati Pharmaceutical)

       (1)10.20    Osteomark EIA Distribution  License Agreement dated July 12,
                   1994 with BRAHMS Diagnostic (formerly Henning Berlin GMBH)

       (1)10.21    Osteomark EIA Exclusive Distribution License Agreement dated
                   May 4, 1994 with Shield Diagnostics (Limited)

       (1)10.22    Osteomark EIA Exclusive Distribution License Agreement dated
                   July 1, 1994 with DSL Diagnostic Products, Inc.
                   (dba INTER Medico)

       (1)10.23    Osteomark Agreement dated February 12, 1993, as amended
                   May 10, 1994, with Nichols Institute Reference Laboratory

       (1)10.24    Osteomark EIA Exclusive Distribution License Agreement dated
                   September 1, 1994 with Immuno Diagnostics

       (1)10.25    License Agreement dated July 8, 1994  with Endrocrine
                   Sciences

       (1)10.26    License Agreement dated August 1994 with Pacific Biometrics,
                   Inc.

                   Lease Agreements
       (4)10.27A     Lease Agreement dated October 2, 1995, with David A. Sabey
                     and Sandra L. Sabey
       10.27B        First Amendment of Lease dated October 15, 1996, with the
                     City of Seattle, successor-in-interest to David A. Sabey
                     and Sandra L. Sabey

                   Agreements with Johnson & Johnson Clinical Diagnostics, Inc.
       (5)10.28A     Distribution Agreement dated June 7, 1995
       (5)10.28B     Research, Development, License and Supply Agreement dated
                     June 7, 1995

       (4)10.29    Clinical Laboratory Services License and Supply Agreement
                   dated October 25, 1995, with SmithKline Beecham Clinical
                   Laboratories, Inc.


<PAGE>



       Exhibit
       Number      Description
       -------     ---------------------------------------------------

       (4)10.30    Promotion Agreement dated September 20, 1995 with
                   Wyeth-Ayerst Laboratories

       (6)10.31    Agreement with Laboratory Corporation of Americao Holdings
                   (LabCorp), dated January 11, 1996

       13.0        Annual Report to stockholders for the year-ended
                   December 31, 1996

       27.1        Financial Data Schedule

Notes to the Exhibits.

(1)    Incorporated herein by reference from Item 16(a) of Registrant's Form S-1
Registration Statement as declared effective January 24, 1995 (No. 33-86118).
(2)     Incorporated herein by reference from Form 8-A filed with the S.E.C.
in January 1997.
(3)     Confidential treatment requested.
(4)     Incorporated herein by reference from Form 10-K filed with the S.E.C
for the year ended December 31,1995.
(5)     Incorporated herein by reference from Form 10-Q filed with the S.E.C
for the quarter ended June 30, 1995.
(6)     Incorporated herein by reference from Form 10-Q filed with the S.E.C.
for the quarter ended March 31, 1996.
(7)     Copies of exhibits may be obtained at prescribed  rates from the Public
Reference  Section of the Securities  and Exchange  Commission at 450 5th Street
NW, Room 1024, Washington, D.C., 20549.


<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 on March 25, 1997.

                                              OSTEX INTERNATIONAL, INC.

                                          By  /S/ H. RAYMOND CAIRNCROSS
                                            ----------------------------
                                               H. Raymond Cairncross
                                         Chairman of the Board of Directors
                                            and Chief Executive Officer


    Pursuant to the  requirements  of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.


      SIGNATURE                       CAPACITIES                       DATE
      ---------                       ----------                       ----

/S/ H. RAYMOND CAIRNCROSS   Chairman of the Board of Directors,
-------------------------      and Chief Executive Officer       March  25, 1997
  H. Raymond Cairncross       (principal executive officer)


/S/ ROBER J. GLASER             Director, President and          March  25, 1997
-------------------------       Chief Operating Officer
   Robert J. Glaser


/S/ Robert M. Littauer           Senior Vice President,          March  25, 1997
-------------------------      Finance and Administration
   Robert M. Littauer          (principal financial and
                              principal accounting officer)


                                      Director                   March  25, 1997
-------------------------
    Thomas J. Cable


/S/ DAVID R. EYRE                     Director                   March  25, 1997
-------------------------
     David R. Eyre


/S/ GREGORY D. PHELPS                 Director                   March  25, 1997
-------------------------
    Gregory D. Phelps


/S/ GILBERT S. OMENN                  Director                   March  25, 1997
-------------------------
    Gilbert S. Omenn