SECURITIES AND EXCHANGE COMMISSION
                       ----------------------------------
                             Washington, D.C. 20549
                             ----------------------

                                   FORM 10-QSB
                                   -----------
(Mark One)
[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT
---   --------------------------------------------------------------------------
      OF 1934
      -------
                  For the quarterly period ended March 31, 1997
                 ----------------------------------------------

[ ]   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d) OF  THE SECURITIES
---   --------------------------------------------------------------------------
      EXCHANGE ACT OF 1934
      --------------------

                       Commission File Number:  0-18399
                       -----------------------  -------

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

                 Delaware                                   62-1386759
       ------------------------------                    -----------------  
      (State or other jurisdiction of                   (I.R.S. Employer
       incorporation or organization)                   Identification No.)
 
                   7279 Bryan Dairy Road, Largo, Florida 33777
                   -------------------------------------------
                    (Address of principal executive offices)

                                 (813) 548-0900
                                 --------------
              (Registrant's telephone number, including area code)

      Check whether the Registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the Registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.
                        (1)   Yes   X           No
                                  -----            -----

                        (2)   Yes   X           No
                                  -----            -----

         APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                       DURING THE PRECEDING FIVE YEARS:

      Check whether the Registrant  filed all documents and reports  required to
be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after
the distribution of securities under a plan confirmed by court.

                              Yes   X           No
                                  -----            -----


<PAGE>



                      APPLICABLE ONLY TO CORPORATE ISSUERS:

      State the number of shares outstanding of each of the Registrant's classes
of Common Stock, as of May 13, 1997:

Common Stock, par value $.001 - 47,516,049

Class B Common Stock, par value $.001 - 90,100

Transitional Small Business Disclosure Format:

                              Yes              No    X
                                   -----           -----    









































                                       2

<PAGE>



                         FOUNTAIN PHARMACEUTICALS, INC.

                                     INDEX


                                                                        Page
                                                                        ----

Part I.         Financial Information*
-------         ----------------------

   Item 1.      Financial Statements
                (Unaudited)

                Balance Sheets - September 30, 1996,
                and March 31, 1997
                (Unaudited)                                                4

                Statements of Operations - for the six
                months ended March 31, 1997 and 1996
                (Unaudited)                                                5

                Statement of Stockholders' Equity -
                for the period from September 30, 1996
                through March 31, 1997 (Unaudited)                         6

                Statements of Cash Flows - for the six
                months ended March 31, 1997 and 1996
                (Unaudited)                                                7

                Notes to Condensed Financial Statements
                (Unaudited)                                                8

   Item 2.      Management's Discussion and
                Analysis or Plan of Operation                              9

Part II.        Other Information
--------        -----------------

                Item 1.    Legal Proceedings                              13
                Item 2.    Changes in Securities                          13
                Item 3.    Defaults Upon Senior Securities                13
                Item 4.    Submission of Matters to a Vote
                           of Security Holders                            13
                Item 5.    Other Information                              13
                Item 6.    Exhibits and Reports on Form 8-K               14


*  The  accompanying  financial  information  is not  covered by an  Independent
   Certified Public Accountant's Report.




                                        3

<PAGE>

                                FOUNTAIN PHARMACEUTICALS, INC.
                                        BALANCE SHEETS
<TABLE>
<CAPTION>

                  ASSETS                                               LIABILITIES AND STOCKHOLDERS' EQUITY

                              March 31,                                                        March 31,
                                1997        September 30,                                        1997         September 30,
                             (Unaudited)        1996                                          (Unaudited)         1996
                             -----------    -------------                                     -----------     -------------
<S>                           <C>             <C>            <C>                               <C>             <C>    
Current assets:                                              Current liabilities:
   Cash and cash equivalents  $     1,334     $    66,647      Notes payable, bank             $    84,000     $
   Accounts receivable            156,235         236,032      Notes payable, officer               20,000
   Inventories                    103,768         104,866      Current portion of
   Prepaid expenses                36,947          46,574       liabilities not subject
                              -----------     -----------
                                                                to compromise                       28,107         26,808
                                                               Current portion of
                                                                liabilities subject to
                                                                compromise                          87,850         84,983
                                                               Accounts payable and
                                                                accrued expenses                   157,436        108,091
                                                                                                ----------     ----------

    Total current assets          298,284         454,119       Total current liabilities          377,393        219,882
                                                                                                ----------     ----------

                                                             Liabilities not subject to
                                                               compromise, non-current              17,667         32,053
                                                                                                ----------     ----------
Furniture and equipment, less                                Liabilities subject to
   accumulated depreciation                                    compromise, non-current              47,288         92,298
                                                                                                ----------     ----------
   ($246,932, March 31, 1997;
   $232,136, September 30, 1996)   17,128          31,924
                                                             Stockholders' equity:
Patent costs, less accumulated                                 Preferred stock, par value $.001,
   amortization ($23,742, March                                 2,000,000 shares authorized
   31, 1997; $22,065 September                                 Common stock, par value
   30, 1996)                      131,492         138,575       $.001, 50,000,000 shares
                                                                authorized; 47,516,049 issued
Other assets                        6,595           6,250       and outstanding (one vote per
                              -----------     -----------
                                                                share                               47,516         47,516
                                                               Class B common stock; par value
                                                                $.001, 5,000,000 shares
                                                                authorized; 90,100 shares
                                                                issued and outstanding (five
                                                                votes per share)                        90             90
                                                               Additional paid-in capital       14,529,102     14,529,102
                                                               Accumulated deficit             (14,565,557)   (14,290,073)
                                                                                                ----------     ----------
                                                                Total stockholders'
                                                                equity                              11,151        286,635
                                                                                                ----------     ----------


                                                               Total liabilities and
Total assets                  $   453,499     $   630,868       stockholders' equity           $   453,499    $   630,868
                              ===========     ===========                                      ===========    ===========

</TABLE>


                                            See notes to financial statements.

                                                            4



<PAGE>


                                       FOUNTAIN PHARMACEUTICALS, INC.
                                          STATEMENTS OF OPERATIONS
                                                 (UNAUDITED)
<TABLE>
<CAPTION>

                                                    Three Months Ended          Six Months Ended
                                                         March 31,                  March 31,
                                               ---------------------------   --------------------------
                                                   1997            1996          1997         1996
                                                -----------    -----------   -----------    -----------
<S>                                             <C>            <C>           <C>            <C>    
Revenue                                         $   212,438        568,673       322,358        612,106

Cost of sales                                       110,596        265,057       149,682        273,512
                                                -----------    -----------   -----------    -----------

Gross profit                                        101,842        303,616       172,676        338,594
                                                -----------    -----------   -----------    -----------

Operating expenses:
    Research and development                         50,633         16,167       112,036         16,661
    General and administrative                       86,317        104,364       174,258        193,794
    Selling                                          70,857         69,251       129,440        129,332
    Depreciation and amortization                     8,053         11,550        16,473         23,405
                                                -----------    -----------   -----------    -----------

Total operating expenses                            215,860        201,332       432,207        363,192
                                                -----------    -----------   -----------    -----------

Loss from operations                            (   114,018)       102,284   (   259,531)   (    24,598)

Other income (expenses):
    Interest expense                            (     6,393)    (    3,789)  (    12,099)   (     3,789)
    Other income (expense)                      (       808)            47   (     3,854)            47
    Reorganization expenses                                     (    4,453)                 (    22,835)
                                                -----------      ---------    ----------     ----------

Total other income (expenses)                   (     7,201)    (    8,195)  (    15,953)   (    26,577)

Income (loss) before extraordinary item         (   121,219)        94,089   (   275,484)   (    51,175)

Extraordinary gain, net of $0 income taxes                                                      322,368
                                                 ----------     ----------    ----------    -----------

Net income (loss)                               ($  121,219)    $   94,089   ($  275,484)   $   271,193
                                                 ==========     ==========    ==========    ===========



Earnings per share:

    Income (loss) before extraordinary item        ($ .0025)       $ .0020      ($ .0058)      ($ .0013)

    Extraordinary gain                                                                            .0085

    Net income (loss)                              ($ .0025)       $ .0020      ($ .0058)       $ .0072
                                                    =======        =======       =======        =======

    Weighted average number of shares
      outstanding:                               47,606,149     47,606,149    47,606,149     37,727,117
                                                 ==========     ==========    ==========     ==========
</TABLE>








                                      See notes to financial statements.



                                                     5



<PAGE>



                        FOUNTAIN PHARMACEUTICALS, INC.
                 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
         FOR THE PERIOD FROM SEPTEMBER 30, 1996 THROUGH MARCH 31, 1997
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                      Class B     
                                 Common Stock       Common Stock     Additional
                            ---------------------  ----------------    Paid-In     Accumulated
                              Shares       Amount  Shares    Amount    Capital       Deficit      Total
                            ----------    -------  -------   ------  -----------   -------------  ---------
<S>                         <C>           <C>      <C>       <C>     <C>           <C>            <C>     
Balances
  October 1, 1996           47,516,049    $47,516  90,100    $   90  $14,529,102   ($14,290,073)  $286,635


Net loss for the period                                                            (    275,484)  (275,484)
                            ----------    -------  -------   ------  -----------   -------------  ---------

Balances
  March 31, 1997            47,516,049    $47,516  90,100    $   90  $14,529,102   ($14,565,557)  $ 11,151
                            ==========    =======  ======    ======  ===========   =============  =========

</TABLE>













































                                      See notes to financial statements.

                                                     6



<PAGE>
                         FOUNTAIN PHARMACEUTICALS, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                   Six Months Ended March 31
                                                 ----------------------------
                                                   1997                1996
                                                 --------             -------
Cash flows from operating activities:
   Net income (loss)                            ($275,484)           $271,193
   Adjustments to reconcile net income
   (loss) to net cash used in operating
   activities:
     Extraordinary gain                                             ( 322,368)
     Depreciation and amortization                 16,473              23,405
     Increase (decrease) in cash due to
        changes in assets and liabilities:
          Accounts receivable, trade               79,797            (174,894)
          Inventories                               1,098              28,713
          Prepaid expenses and
            other assets                           14,688                  30
          Accounts payable and
            accrued expenses                       49,345              92,659
                                                 --------             -------
Net cash used in
   operating activities                         ( 114,083)          (  81,262)
                                                 --------            --------
Cash flows from investing activities:
   Deferred patent costs incurred                     -             (  16,255)
   Acquisition of furniture and
     equipment                                        -             (     718)
                                                 --------            --------
Net cash used in
   investing activities                               -             (  16,973)
                                                 --------            --------
Cash flows from financing activities:
   Proceeds from line of credit                   157,000
   Repayment of line of credit                  (  73,000)
   Officer loans and advances                      20,000
   Proceeds from stock offering, net                  -               250,000
   Repayment of liabilities under
     Reorganization Plan                        (  55,230)          (  44,193)
                                                 --------            --------
Net cash provided by (used in)
   financing activities                            48,770             205,807
                                                 --------            --------

Increase (decrease) in cash                     (  65,313)            107,572

Cash at beginning of period                        66,647              82,245
                                                 --------            --------

Cash at end of period                            $  1,334            $189,817
                                                 ========            ========


                       See notes to financial statements.

                                        7

<PAGE>



                         FOUNTAIN PHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE SIX MONTHS ENDED MARCH 31, 1997 AND 1996
                                   (UNAUDITED)


1.   The financial  statements  and notes thereto  should be read in conjunction
     with the financial  statements  and notes for the year ended  September 30,
     1996.

2.   In the opinion of management,  all adjustments  (consisting  only of normal
     recurring  accruals)  necessary for a fair  presentation  of the results of
     operations for the periods  presented  have been  included.  The results of
     operations  for the six  months  ended  March  31,  1997  and  1996 are not
     necessarily indicative of the results for a full year.








































                                        8

<PAGE>



Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

      Background

      During the quarter  ended  December  31,  1995,  the Company  emerged from
bankruptcy  proceedings  which commenced in November 1994. During and subsequent
to the bankruptcy  proceedings,  the principal source of the Company's  revenues
has  been  from  sales  of  its  sunscreen  products  to  licensees  who  act as
distributors and from royalties which are earned as the result of the subsequent
sale of these products by such distributors.

      During the fiscal year ended  September 30, 1995 ("Fiscal 1995") while the
Company was in bankruptcy  proceedings,  management restructured the Company and
significantly reduced its overall cost structure such that revenues derived from
sales and  royalties  were  sufficient to cover the  Company's  costs.  As such,
management no longer considers itself to be in the development stage.

      The Company's Plan of Reorganization (the "Plan"),  which became effective
on December 20, 1995,  resulted in, among other things, a substantial  reduction
in the Company's outstanding  liabilities,  infusion of capital by the Company's
Chief  Executive  Officer  through the  purchase of newly  issued  shares of the
Company's  Common  Stock  and  the  Company's   emergence  from  the  bankruptcy
proceedings.  The U.S.  Bankruptcy  Court  entered its final  decree on July 25,
1996,  and as such,  the  Court no  longer  has  jurisdiction  over  matters  in
connection with the bankruptcy.

      Results of Operations

      During the quarter ended March 31, 1997,  the Company  realized a net loss
of  $121,219  on  revenues  of  $212,438,  compared  to net income of $94,089 on
revenues of $568,673  for the quarter  ended March 31,  1996.  The  decreases in
revenues  and income were  primarily  attributable  to delays in orders from two
principal European  licensees.  The Company received orders from these licensees
in April and May 1997 and expects  additional orders during subsequent months of
the fiscal year ending September 30, 1997 ("Fiscal 1997").   However, there  can
be no assurances that subsequent orders will be received.

      During the quarter, the Company incurred operating expenses of $215,860, a
7.2% increase over operating expenses of $201,332 in the quarter ended March 31,
1996. This increase in operating expenses was primarily due to expanded research
and  development  activities.  Management  expects that  operating  expenses are
likely to increase  modestly  during the remainder of the year ending  September
30, 1997 due to  anticipated  increases  in research  and  development  expenses
relating to new projects.  Based upon historic sales levels,  current orders and
accounts receivable,  management believes that the Company will realize receipts
during that time period  sufficient to satisfy  these  expenses as well as other
anticipated obligations. However, there can be no assurances to that effect.





                                        9


<PAGE>



      During the six months  ended March 31,  1997,  the Company  incurred a net
loss of $275,484, on revenues of $322,358, compared to net income of $271,193 on
revenues of $612,106  for the  comparable  period  ended  March 31,  1996.  This
decrease in net income was attributable  primarily to decreased  revenues during
the six  months  ended  March 31,  1997 and an  extraordinary  gain of  $322,368
recorded on  December  31,  1995 as a result of debt  reduction  pursuant to the
Plan. Such decreased revenues were a result,  primarily, of reduced sales due to
delays in orders  from the  Company's  two  principal  European  licensees.  The
Company  received  orders  from  these  licensees  during  April  and May  1997.
Management believes that these orders and subsequent orders from these licensees
will be  shipped in the  remaining  third and fourth  quarters  of Fiscal  1997,
however, there can be no assurances to that effect.

      For the near term,  the Company's  operations  will continue to focus upon
increasing sales through its existing and new license arrangements and expanding
upon these  associations.  In January 1996, the Company entered into a long term
license and supply  agreement  with the Dermik  Laboratories  subsidiary  of the
Rhone-  Poulenc  Rorer  Corporation.  In October  1996,  Dermik  terminated  the
agreement  based  on  their  interpretation  of a  technical  provision  of  the
agreement.  The Company is not in agreement with Dermik's interpretation and has
engaged  counsel to determine the Company's  legal remedies in this regard.  The
Company  is  actively  pursuing  similar   marketing   arrangements  with  other
licensees,  including  several  who had  previously  expressed  interest  in the
Company's  products.  In May 1996, the Company entered into a seven year license
and supply  agreement with a pharmaceutical  company in Colombia.  Revenues from
this  agreement are expected to be  recognized  in the fourth  quarter of Fiscal
1997. However, there can be no assurances to that effect.

      Liquidity and Capital Resources

      From  inception  through the quarter  ended June 30, 1994,  the  Company's
principal  sources  of working  capital  were  derived  from a series of private
financing  transactions  and an initial public  offering in 1990. As a result of
the  Company's  declining  equity and  assets,  the  Company's  securities  were
delisted from The NASDAQ SmallCap  Market(sm) during May 1994 and the securities
have since  traded on the less liquid  market of the OTC Bulletin  Board,  which
would limit the Company's efforts to obtain  additional  working capital through
the sale of its securities.

      During the period from the  quarter  ended June 30,  1994  throughout  the
bankruptcy  proceedings,  the Company's operations were funded primarily through
sales  of  products  and from  royalties.  Under  the  terms  of the  Plan,  the
liabilities  of the Company  were reduced by  approximately  55% and the Company
obtained  working  capital  of  $250,000  as the result of the  purchase  by the
Company's Chief Executive  Officer of 25,000,000  shares of the Company's Common
Stock at a purchase price of $.01 per share.






                                       10


<PAGE>



      As of March 31,  1997,  the  Company  had a  working  capital  deficit  of
$79,109,  a $313,346  decrease from working  capital of $234,237 as of September
30, 1996, and a $361,813 decrease from the Company's working capital of $282,704
as of March 31, 1996. Such deficit in working capital is primarily  attributable
to expenses incurred in connection with increased marketing  activity,  research
and  development  efforts,  and  European  patent  fees,  in  addition  to  debt
obligations  under the Plan and  delays in orders  from the  Company's  European
licensees.

      Management  believes the Company's working capital deficit as of March 31,
1997  will  be offset by future  funding from current  accounts  receivable  and
orders  received  subsequent  to March 31, 1997 from its European  licensees and
domestic  customers.  Based upon its analysis,  management believes that it will
have sufficient  working capital to fund its operations through Fiscal 1997, and
beyond that time through increasing revenues.

      In the event that the shortfall in working  capital  continues in the near
term, the Company intends to fund such shortfall through  additional  short-term
loans from the Company's president.  The Company is also considering  additional
sources of  funding  through  sales of debt or equity  securities  or  strategic
alliances or other  arrangements with third party corporate  sponsors during the
next twelve months. However, there can be no assurances that the Company will be
able to obtain such additional sources of financing, which would have a material
adverse  effect  upon  the  Company's  ability  to  continue  operations  in the
long-term.

      Under the Plan,  the Company  was  subject to $319,278 of pre-  bankruptcy
liabilities  to be paid  under the Plan over a maximum  of  thirty-three  months
which commenced February 1996. Presently,  pre- bankruptcy liabilities amount to
$180,912.  Payments  pursuant to the Plan were current as of March 31, 1997, and
management expects all such required payments to be made on a timely basis.

      As of October 17, 1996,  the Company was granted a $100,000 line of credit
at an interest rate of prime plus .5% from First Union National Bank of Florida.
This  line of  credit  is  secured  by the  Company's  accounts  receivable  and
inventory.  The  Company  utilizes  this line of credit to  purchase  additional
inventory  and/or  fund the  Company's  research  and  development  efforts,  as
necessary.  The Company has borrowed  $96,100 under the line of credit as of May
13, 1997.

      During the quarter ended March 31, 1997, the Company obtained funding from
a short-term  loan in the amount of $20,000 from the Company's  president,  such
loan to be payable  upon  demand at an  interest  rate of 10% per annum.  During
April  1997,  the  Company  obtained  an  additional  short-term  loan  from the
Company's president in the amount of $40,000 upon substantially the same terms.

      If the Company attempts to obtain financing through the sale of additional
securities,  it would require a restructuring of the Company's capital structure






                                      11


<PAGE>


which  currently  has  insufficient   authorized   capital  stock  available  to
facilitate any such financing transaction. Additional capital may be utilized to
increase  the   Company's   research  and   development   efforts  and  to  seek
collaborative  associations  with  pharmaceutical  companies.  Any  increases in
equity and assets may also enable the Company to relist its securities on NASDAQ
and thereby regain access to a more liquid trading market. However, there can be
no assurances that the Company's business strategy can be realized.

      Historically,  the  Company's  unexercised  warrants  had been a potential
source of capital financing for the Company.  However,  all previously  existing
Class A, B, C and D Warrants have expired.  The 1,416,668  common stock warrants
presently vested and outstanding bear exercise prices ranging from $.04 to $.78.
Given the market price of the Company's  Common Stock,  it is feasible that some
of these  Warrants  could be  exercised,  but there can be no  assurance in this
matter.

      In addition to the Warrants  identified  above,  the Company has 2,033,333
additional  Warrants  outstanding,  which are held by its existing directors and
certain employees which vest over a two year period commencing in July 1997.

      Based upon the Company's current capital structure,  an exercise of all of
the issued and  outstanding  Warrants  would not be possible since the number of
Warrants  (assuming  full  vesting)  exceeds  the number of shares  that  remain
authorized  and available  for  issuance.  An inability to issue shares upon the
exercise of the Warrants could  conceivably  delay any funding which the Company
could  otherwise  receive from the exercise of such  Warrants  pending  adequate
capitalization.  Management  does not believe  this is likely to occur given the
vesting  provisions of certain of the outstanding  Warrants,  the present market
price of the Company's  Common Stock and since a restructuring  of the Company's
capital structure would likely occur prior to any exercise of such Warrants.

      Effects of Inflation

      The Company does not expect inflation to materially  affect its results of
operations,  however,  it does expect that its  operating  costs and the cost of
capital  equipment  to be  acquired  in the  future  may be  subject  to general
economic and inflationary pressures.

















                                      12


<PAGE>



Part II.    Other Information

Item 1.     Legal Proceedings
            -----------------

      None.

Item 2.     Changes in Securities
            ---------------------

      None.

Item 3.     Defaults upon Senior Securities
            -------------------------------

      None.

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

      None.

Item 5.     Other Information
            -----------------

                     CAUTIONARY STATEMENT FOR PURPOSES OF
                      THE "SAFE HARBOR" PROVISIONS OF THE
               PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

      When used in this  Quarterly  Report on Form  10-QSB  and in other  public
statements  by the  Company  and  Company  officers,  the words  "may",  "will",
"expect", "anticipate", "continue", "estimate", "project", "intend", and similar
expressions are intended to identify forward-looking statements regarding events
and financial trends which may affect the Company's future operating results and
financial position.  Such statements are subject to risks and uncertainties that
could  cause the  Company's  actual  results  and  financial  position to differ
materially. Such factors include, among others: (i) the Company's ability in the
near term to obtain working  capital from  operations and to develop  additional
sources of financing  sufficient to fund the Company's  operation  subsequent to
Fiscal 1997; (ii) the Company's  ability to retain existing or obtain additional
licensees who act as distributors of its products;  (iii) the Company's  ability
to obtain additional patent  protection for its encapsulation  technology;  (iv)
the potential difficulty the Company may have in obtaining financing through the
placement  of  securities  until the  Company's  Common Stock is relisted on the
NASDAQ system;  and (v) other  economic,  competitive and  governmental  factors
affecting the Company's operations,  market,  products and services.  Additional
factors are described in the  Company's  other public  reports and  registration
statements  filed with the  Securities  and  Exchange  Commission.  Readers  are
cautioned not to place undue reliance on  forward-looking  statements when made,
which speak only as of the date made.  The Company  undertakes  no obligation to
publicly release the results of any revision of these forward-looking statements
to reflect  events or  circumstances  after the date they are made or to reflect
the occurrence of unanticipated events.


                                       13

<PAGE>



Item 6.     Exhibits and Reports on Form 8-K
            --------------------------------

      (a)   Exhibits:

            Exhibit 27 - Financial Data Schedule (Electronic filing only).

      (b)   Reports on Form 8-K

            None.










































                                      14


<PAGE>



                         FOUNTAIN PHARMACEUTICALS, INC.

                                   SIGNATURES
                                   ----------


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


                                          FOUNTAIN PHARMACEUTICALS, INC.



Dated:  May 15, 1997                      /s/John C. Walsh
                                          --------------------------------------
                                          JOHN C. WALSH,
                                          Chief Executive Officer