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, 1999
                  ---------------------------------------------

[ ]       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 Identification No.)
incorporation or organization)                    


                   7279 Bryan Dairy Road, Largo, Florida 33777
                   -------------------------------------------
                    (Address of Principal Executive Offices)


                                 (727) 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 __    


<PAGE>

                       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 ___      


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         State the number of shares outstanding of each of the Registrant's
classes of Common Stock, as of May 10, 1999:

Common Stock, par value             $.001 - 2,375,796

Class B Common Stock, par value     $.001 - 4,505


                 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, 1998,                 4
                       and March 31, 1999 (Unaudited)

                       Statements of Operations - for the six               5
                       months ended March 31, 1999, and 1998
                       (Unaudited)

                       Statement of Stockholders' Equity -                  6
                       for the period from September 30, 1998
                       through March 31, 1999 (Unaudited)

                       Statements of Cash Flows - for the six               7
                       months ended March 31, 1999 and 1998
                       (Unaudited)

                       Notes to Condensed Financial Statements              8
                       (Unaudited)

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

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

    Item 1.            Legal Proceedings                                   12
    Item 2.            Changes in Securities                               12
    Item 3.            Defaults Upon Senior Securities                     12
    Item 4.            Submission of Matters to a Vote                     12
                       of Security Holders
    Item 5.            Other Information                                   12
    Item 6.            Exhibits and Reports on Form 8-K                    13


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

                                        3
<PAGE>
<TABLE>
<CAPTION>
                         FOUNTAIN PHARMACEUTICALS, INC.
                                 BALANCE SHEETS
         
                  ASSETS        
                                                  March 31,                    
                                                    1999           September 30
                                                 (Unaudited)           1998    
                                                 -----------       -------------
<S>                                              <C>                <C>        
Current assets:                                                                
    Cash and cash equivalents                    $ 262,025          $   452,099
    Accounts receivable, net of allowance           60,526              205,194
      for uncollectible accounts                                             
      ($13,974, March 31, 1999;                                              
      $16,000, September 30, 1998)                                           
    Inventories                                    232,841              195,240
    Prepaid expenses                                53,426               32,723
                                                 ---------          -----------

    Total current assets                           608,818              885,256

Furniture and equipment, less
    accumulated depreciation                                                   
    ($280,704, March 31, 1999;                                                 
    $268,374, September 30, 1998)                  102,447              101,343

Patent costs, less accumulated                                                
    amortization ($31,181 March 31,                                          
    1999; $26,705, September 30, 1998)             144,607              139,525
                                                                              
Other assets                                         8,686                6,595
                                                 ---------          -----------

Total assets                                     $ 864,558          $ 1,132,719
                                                 =========          ===========

(RESTUBBED TABLE)


     LIABILITIES AND STOCKHOLDERS' EQUITY
                                                        March 31,                                                               
                                                          1999           September 30,                                          
                                                       (Unaudited)           1998                                               
                                                       -----------       -------------    
Current liabilities:                                                                                                              
   Current portion of notes payable, bank             $     15,263      $    14,497                                    
   Current portion of liabilities
     not subject to compromise                                                2,584
   Notes payable, Director                                 548,309
    Accounts payable and
     accrued expenses                                      154,656          222,971
                                                      ------------     ------------

   Total current liabilities                               718,228          240,052
                                                      ------------     ------------

Notes payable, bank                                         39,849           47,677
                                                      ------------     ------------

Stockholders' equity
    Preferred  stock, par value $.001,
       2,000,000 shares authorized, issued
       and outstanding (1.2 votes per share)                 2,000            2,000
    Common  stock,  par value $.001, 50,000,000
       shares authorized; 2,375,796, March 31, 1999;
       2,375,796, September 30, 1998, issued 
       (1 vote per share)                                    2,376            2,376
    Class B common stock; par value $.001,
       5,000,000 shares authorized; 4,505, March
       31, 1999; 4,505, September 30, 1998, shares
       issued and outstanding (5 votes per share)                5                5
    Additional paid-in capital                          17,056,450       17,056,449
    Accumulated deficit                                (16,954,326)     (16,215,816)
                                                      ------------     ------------
       Subtotal stockholders' equity                       106,505          845,014
    Less:  Treasury Stock                                  (    24)        (     24)
                                                      ------------     ------------
       Total stockholders' equity                          106,481          844,990
                                                      ------------     ------------

Total  liabilities and stockholders' equity           $    864,558     $  1,132,719
                                                      ============     ============ 
</TABLE>
                  See notes to condensed financial statements.


                                        4
<PAGE>
                         FOUNTAIN PHARMACEUTICALS, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                                                                        
<TABLE>
<CAPTION>
                                             Three Months Ended                 Six Months Ended              
                                                   March 31,                         March 31,                                     
                                           -------------------------       --------------------------
                                              1999            1998            1999            1998          
                                           ----------      ---------       --------         ---------                              
<S>                                      <C>             <C>             <C>             <C>        
Revenue                                  $   272,555     $   290,671     $   837,324     $   328,533

Cost of sales                                132,307         155,662         473,787         169,559
                                         -----------     -----------     -----------     -----------

Gross profit                                 140,248         135,009         363,537         158,974
                                         -----------     -----------     -----------     -----------
Operating expenses:
    Research and development                 160,551          83,209         230,543         161,863
General and administrative                   239,223         123,986         596,687         252,498
    Selling                                  262,756         288,221         498,889         404,025
    Depreciation and amortization              8,577           4,991          17,055           9,795
                                         -----------     -----------     -----------     -----------

Total operating expenses                     671,107         500,407       1,343,174         828,181
                                         -----------     -----------     -----------     -----------

Loss from operations                     (   530,859)       (365,398)       (979,637)       (669,207)

Other income (expenses):
    Interest income                            2,236          24,997           5,276          56,426
    Interest expense                         (13,472)       (  2,399)    (    15,608)         (6,405)
    Litigation settlement                    250,000                         250,000      
    Other income (expense)                    1, 455        (  1,152)          1,460     (     1,148)
                                         -----------     -----------     -----------     -----------

Total other income (expenses)                240,219          21,446         241,128          48,873
                                         -----------     -----------     -----------     -----------

Net loss                                 ($  290,640)    ($  343,952)    ($  738,509)    ($  620,334)
                                         -----------     -----------     -----------     -----------

Earnings per share:
    Net loss per share                       ($  .12)         ($ .14)         ($ .31)         ($ .26)
                                         -----------     -----------     -----------     -----------

    Weighted average number of shares
      outstanding:                       $ 2,380,301     $ 2,380,301     $ 2,380,301     $ 2,380,301
                                         ===========     ===========     ===========     ===========

</TABLE>
                  See notes to condensed financial statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                         FOUNTAIN PHARMACEUTICALS, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
        FOR THE PERIOD FROM SEPTEMBER 30, 1998 THROUGH MARCH 31, 1999 F-7
                               (UNAUDITED) 
                                                                             
                                                              Class B         
                                    Common Stock            Common Stock
                                -------------------      ------------------  
                                Shares        Amount     Shares      Amount   
                                ------        ------     ------      ------    
<S>                            <C>            <C>         <C>         <C>     
Balances                                                                       
    October 1, 1998            2,375,796      $ 2,376     4,505       $  5    
                                                                             
Net Loss for the Period                                                        
                               ---------      -------     -----       ----   
Balances,                                                                    
    Mach 31, 1999              2,375,796      $ 2,376     4,505       $  5   


                                  Preferred Stock            
                                --------------------     Additional      Accumulated
                                Shares        Amount   Paid-in Capital     Deficit                                       
                                ------        ------   ---------------   -----------                                    
Balances                                                                                    
    October 1, 1998            2,000,000     $ 2,000     $17,056,450    ($16,215,817)

Net Loss for the Period                                                   (  738,509)
                              ----------     -------     -----------    ------------
Balances,                      
    March 31, 1999             2,000,000      $2,000     $17,056,450    ($16,954,326)

                               
                                   Treasury Stock 
                               Shares         Amount             Total
                               ------         ------         ------------
Balances                                                                      
    October 1, 1998              12           ( $24)           $844,990     
                                                             
Net Loss for the Period                                        (738,509)      
                               ------         -----            -------- 
Balances,                        12           ( $24)           $106,481      
    March 31, 1999                                           
</TABLE>
                  See notes to condensed financial statements.

                                       6
<PAGE>
                         FOUNTAIN PHARMACEUTICALS, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                            Six Months Ended March 31,
                                                            --------------------------
                                                              1999              1998                                
                                                            ---------         --------                                
<S>                                                         <C>           <C>         
Cash flows from operating activities:                                        
    Net loss                                              ($  738,509)    ($  620,334)
    Adjustments to reconcile net loss to                     
        Depreciation                                           12,579           6,466
        Amortization                                            4,476           3,330
        Loss on disposal of assets                              1,988
        Increase (decrease) in cash due to changes in:
           Accounts receivable                                144,668         (54,616)
           Inventories                                       ( 37,601)        (39,563)
                   Prepaid expenses and other assets         ( 20,703)          1,894
                   Other assets                              (  2,091)
                   Accounts payable and accrued expenses     ( 68,315)        109,295
                                                             --------       ---------

        Net cash used in operating activities                (703,508)     (  593,528)
                                                             --------       ---------

        Cash flows from investing activities:
            Deferred patent costs incurred                   (  9,557)     (    1,408)
            Acquisition of furniture and equipment           ( 15,672)     (   37,134)
                                                             --------       ---------

Net cash used in investing activities                        ( 25,229)     (   38,542)
                                                             --------       ---------

Cash flows from financing activities:
    Proceeds from line of credit                              100,000
    Repayment of line of credit                              (100,000)
    Director loans                                            548,309
    Repayment of liabilities under Reorganization Plan       (  2,584)     (   59,396)
    Payments on note payable, bank                           (  7,062)
    Repayment of officer loan                                              (   40,000)
    Repurchase of factional shares                                         (       24)
                                                             --------       ---------

Net cash used in financing activities                         538,663      (   99,420)
                                                             --------       ---------

Decrease in cash and cash equivalents                        (190,074)     (  731,490)
                                                             --------       ---------

Cash and cash equivalents at beginning of period              452,099       2,371,071
                                                             --------       ---------

Cash and cash equivalents at end of period                  $ 262,025     $ 1,639,581
                                                            =========     ===========
</TABLE>
                 Supplemental Schedule of Cash Flow Information
                 ----------------------------------------------

Interest paid was $5,043 and $6,405 for the six months ended March 31, 1999 and
1998, respectively.

                  See notes to condensed financial statements.

                                        7

<PAGE>
                         FOUNTAIN PHARMACEUTICALS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                FOR THE SIX MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (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, 1998.

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, 1999 and 1998
         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

                  The Company was organized during 1989 to develop and
commercialize certain proprietary compound encapsulation technologies. Following
several years of continued developmental efforts, the Company was able to secure
patents on several aspects of its technologies in the United States and Europe,
introduce branded products in certain markets and develop strategic associations
with pharmaceutical companies.

         From inception through 1994, the Company remained in the development
stage while experiencing substantial losses. Its principal source of capital was
derived from a series of private financing transactions and an initial public
offering in 1990. Sales revenues during this period were insufficient to offset
the Company's operating costs and liabilities. Consequently, the Company filed
for protection under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Middle District of Florida, Tampa
Division on November 30, 1994. Upon successfully reorganizing its operations and
finances, the Company emerged from bankruptcy in July 1996.

         In July 1997, the Company completed a private placement of 2,000,000
newly-designated and issued shares of Series A Convertible Preferred Stock (the
"Preferred Stock") to Fountain Holdings, LLC ("Holdings"), a Wyoming limited
liability company, controlled by Joseph S. Schuchert, Jr. As a result of this
private placement (the "Private Placement"), the Company obtained additional
working capital of $2.5 million, which it utilized to enhance the expansion of
the Company's sales and marketing program, as well as to further the Company's
research and development efforts. As a result of significant increases in
marketing costs associated with the expansion of existing product lines and the
introduction of new products during fiscal 1998, which were not offset by sales
revenues during the period, the Company substantially utilized its working
capital resources. Accordingly, the Company initiated a program to obtain
additional working capital. In order to provide working capital in the near
term, as of December 31, 1998, the Company entered into a secured credit
arrangement with Mr. Schuchert. The credit agreement provides for a two year
line of credit of up to $1,500,000 subject to the Company satisfying certain
agreed upon quarterly operating budget guidelines. In order to fund operations
in the long term and pursue its business strategy, the Company intends to
continue to seek additional sources of capital, including debt and equity
financing. However, there can be no assurances that such financing will be
available or, that it will be available upon terms advantageous to the Company.
See "Liquidity and Capital Resources."

         Results of Operations

         During the quarter ended March 31, 1999, the Company realized a net
loss of $290,640 on revenues of $272,555, compared to net loss of $343,952 on
revenues of $290,671 for the quarter ended March 31, 1998. The decrease in
losses from the prior year's quarter ended March 31, 1998, is attributable
primarily to the settlement proceeds of the Dermik Laboratories, Inc. lawsuit
(See "Legal Proceedings"), which offset operating expenses and legal fees
relating to the litigation during this period. The decrease in revenues of 6.3%
from the prior year's quarter ended March 31, 1998 was a 


                                       9
<PAGE>

result of timing related to earlier than expected sales to the Company's
European licensees which occurred in the quarter ended December 31, 1998 rather
than the quarter ended March 31, 1999. The Company received additional orders
from these licensees in April and May 1999 and expects additional orders during
subsequent months of the fiscal year ending September 30, 1999. However, there
can be no assurances that subsequent orders will be received.

         During the quarter ended March 31, 1999 the Company incurred operating
expenses of $671,107, a 34.2% increase over operating expenses of $500,407 in
the quarter ended March 31, 1998. This increase in expenses was primarily due to
increased sales and marketing efforts relating to existing and new markets,
legal fees in connection with the Company's lawsuit filed against Dermik
Laboratories, Inc. and research and development relating to new projects and
formulations.

         During the six months ended March 31, 1999, the Company incurred a net
loss of $738,509 on revenues of $837,324, compared to a net loss of $620,334 on
revenues of $328,533 for the comparable period ended March 31, 1998. This
increase in losses from the prior year's six months ended March 31, 1998, is
attributable primarily to expenses relating to increased sales and marketing
efforts, legal fees relating to the Dermik Laboratories, Inc. lawsuit and
clinical research studies. The increase in revenues from the prior year's six
months ended March 31, 1998, was a result of increase in orders from the
Company's European licensees of sunscreen product for the upcoming summer
season.

         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 MarketSM during May 1994 and the securities
have since traded on the less liquid market of the OTC Bulletin Board.

         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, as well as the sale of 25,000,000 shares
(pre-split) of the Company's Common Stock to its then Chief Executive Officer at
a purchase price of $250,000 in December 1995. Since emerging from bankruptcy,
the Company's primary source of working capital have been sales revenues, short
term advances from the Company's then Chief Executive Officer and proceeds of
$2.5 million generated from a private placement offering in July 1997.

          As a result of such significant increase in marketing costs and legal
fees, which were not offset by sales revenues, the Company had substantially
utilized its working capital resources by December 1998. Accordingly, the
Company initiated a program to obtain additional working capital. In order to
provide working capital in the near term, as of December 31, 1998, the Company
entered into a secured credit arrangement with Mr. Schuchert. The Credit
Agreement provides for a secured line of credit of up to $1,500,000, the
principal and unpaid interest of which is due on the earlier of December 31,
2000, 180 days from written demand of Mr. Schuchert as lender or upon an event
of default under the agreement. The line of credit bears interest at an


                                       10
<PAGE>

adjustable monthly rate equal to the greater of (i) the prime rate quoted in the
Wall Street Journal, plus 1 1/2% or (ii) 9%, which is payable monthly or may be
accrued. The facility is secured by all of the assets of the Company (subject to
any existing liens). The facility is subject to the Company satisfying certain
agreed upon quarterly operating budget guidelines. As of May 10, 1999, the
Company had $648,309 outstanding under this facility plus accrued interest of
$15,450 as of April 30, 1999. The proceeds of the loan have been utilized to
fund operations and to pay legal fees in connection with the Dermik lawsuit.
Under the terms of the warrant granted in connection with the Credit Agreement,
Mr. Schuchert is entitled to purchase 1.6 shares of Common Stock for each dollar
advanced under the facility and 1.6 shares of Common Stock for each dollar of
accrued interest that is unpaid when due under the facility at an exercise price
of $.65 per share with an expiration date of December 31, 2003. As of May 10,
1999, Mr. Schuchert is entitled to purchase an aggregate of 1,062,014 shares of
Common Stock under such warrant.

          As of March 31, 1999, the Company had a deficit working capital of
$109,410, a decrease of $754,614 from the level of working capital of $645,204
as of September 30, 1998, and a $1,780,470 decrease from the Company's working
capital of $1,671,060 as of March 31, 1998. Such decrease in working capital is
primarily attributable to increased expenses associated with sales and marketing
efforts relating to existing and new markets, research and development relating
to new projects and formulations, legal fees relating to Dermik Laboratories,
Inc. lawsuit and additional personnel.

          The Company's sales revenues during the six months ending March 31,
1999 were not adequate to offset expenses. Based upon the Company's current
budget guidelines as agreed to with Mr. Schuchert as lender, management believes
that the funds available under the line of credit will be sufficient to enable
the Company to meet its anticipated operating expenses through December 31,
1999. However, in order to continue longer term operations and to pursue its
business strategy, the Company will require additional financing unless and
until sales revenues provide sufficient working capital. The Company is in the
process of pursuing such additional sources of financing. There can be no
assurances that such financing will be available or that it will be available
upon terms advantageous to the Company. Failure to obtain such additional
financing or the earlier termination of the line of credit would have a material
adverse effect on the Company's ability to operate beyond December 1999.

         During the six months ended March 31, 1999, the Company's other
principal sources of working capital were derived from revenues, royalties, the
litigation settlement with Dermik Laboratories, Inc., and a $100,000 line of
credit from First Union National Bank of Florida ("First Union"). The line of
credit bears interest at a rate of prime plus .5%, payable upon demand. As of
March 31, 1999 the Company had no outstanding balance due under its line of
credit of $100,000.

         Effects of Inflation

         The Company does not expect inflation to materially effect 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.

                                       11
<PAGE>

Part II.          Other Information

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

         In March 1999, the Company settled out of court its claim against
Dermik Laboratories, Inc. and its parent company, Rhone-Poulene Rorer, for the
cancellation of a previous distribution agreement. As a result of this
settlement, the Company and Dermik Laboratories, Inc. agreed on a schedule to
investigate programs of mutual interest, including potential applications of the
Company's patented LyphaZome(R) drug delivery technology.


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
                  -----------------
         a.       Patents
                  -------

         Regarding the Company's SDMC technology, U.S. Application Serial No.
08/507,401 entitled "ENCAPSULATION OF ACTIVE INGREDIENTS INTO LIPID VESICLES"
was granted by the U.S. Patent and Trademark Office and issued as U.S. Patent
No. 5,879,703 on March 9, 1999. This patent relates to shelf-stable precursor
solutions and their method of use in delaying the encapsulation of active
ingredients into the SDMC vehicles until an appropriate time, e.g., medicaments
which have a short shelf life can be incorporated into the vehicles just prior
to use. A counterpart patent has been granted in Australia, and counterpart
applications are pending in Canada, the EPC, Hong Kong, Japan, and Singapore.

         Canada Letters Patent No 1,340,241 entitled "METHOD OF MAKING SOLVENT
DILUTION MICROCARRIERS" granted by the Canadian Patent Office on December 15,
1999, was received on January 7, 1999. This patent is essentially a counterpart
patent to previously issued U.S. Patents 5,133,965 and 5,269,979. Counterpart
patents have also been granted in Australia, Austria, Belgium, France, Great
Britain, Germany, Israel, Italy, Luxembourg, the Netherlands, Norway, Spain,
Sweden, and Switzerland/Liechtenstein, and applications are pending in Hong
Kong, Japan, and Singapore.


                                       12
<PAGE>

         b.       General

         PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT
         --------------------------------------------------------------

         When used in this Quarterly Report on Form 10-QSB, the words "may",
"will", "expect", "anticipate", "continue", "estimate", "intend", and similar
expressions are intended to identify forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 regarding events, conditions and financial
trends which may affect the Company's future plans of operations, business
strategy, operating results and financial position. Such statements are not
guarantees of future performance and are subject to risks and uncertainties and
actual results may differ from those included within the forward-looking
statements as a result of various factors. Such factors include, among others:
(i) the Company's ability to obtain additional sources of capital to fund
operations in the long term and pursue its business strategies; (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; and (iv) 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 filings with the Securities and Exchange Commission. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date made. The Company undertakes no obligation to
publicly release the result 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.

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.

                                       13
<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 14, 1999                     /s/Gerald T. Simmons
                                         --------------------
                                         GERALD T. SIMMONS
                                         Chief Executive Officer, President and
                                         Chief Accounting Officer