SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        -------------------------------
                                  Form 10-QSB

(X)    Quarterly report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934

For the Quarterly Period ended March 31, 1997

( )    Transition report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934

For the transition period from ___________________to_________________________

Commission file number                        0-21595



                                 Enamelon, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

Delaware                                  13-3669775
----------------------                    -----------------------------------
(State of Incorporation)                  (I.R.S. Employer Identification No.)


         15 Kimball Avenue, Yonkers, New York                   10704
         -----------------------------------------------------------------
         (Address of principal executive offices)               (Zip Code)


         (Registrant's telephone number, including area code)   (914) 237-1308
                                                                --------------


Check  whether the issuer (1) filed all  required to be filed by Section
13 or 15(d) of the Exchange Act 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.


                                    Yes       X        No
                                             ----          ----

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares  outstanding of each of the issuers classes of common
equity, as of the latest practicable date:  6,935,753 shares of common stock 
$.001 par value, as of May 6, 1997.

Transmittal Small Business Disclosure Format (check one):

                                    Yes                No
                                             ----          ----

<PAGE>


Part I Financial Information
Item 1.  Financial Statements

                                 Enamelon, Inc.
                         (A development stage company)
                                 Balance Sheet


                                                             March 31, 1997
                                                            -----------------
Assets                                                         (unaudited)
Current:
   Cash and cash equivalents................................   $ 9,324,317
   Prepaid expenses and other assets........................       110,149
   Inventory................................................       200,126
                                                               -----------
     Total currents assets..................................     9,634,592

Equipment, less accumulated depreciation of
   $62,079..................................................       981,889

Deferred costs, less accumulated amortization of
   $43,277..................................................       325,603

Other assets - security deposits............................         9,023
                                                               -----------

Total assets................................................   $10,951,107
                                                               ===========

Liabilities and Stockholders' Equity
Current liabilities:
   Account Payable..........................................   $   871,018
   Accrued expenses.........................................       731,046
                                                               -----------
     Total current liabilities..............................     1,602,064
                                                               -----------
Commitments

Stockholders' equity (note 2)
   Preferred stock, $0.01 par value - shares
     authorized 4,172,750; none issued or outstanding.......            --
   Common stock, $0.001 par value - shares
     authorized 20,000,000;  issued and
     outstanding and 6,900,378..............................         6,900
   Additional paid-in capital...............................    16,409,926
   Accumulated deficit during the development stage.........    (7,067,783)
                                                               -----------
     Total stockholders' equity.............................     9,349,043
                                                               -----------
Total liabilities and stockholders' equity                     $10,951,107
                                                               ===========




                See accompanying notes to financial statements.


<PAGE>


                                 Enamelon, Inc.
                         (A development stage company)
                            Statement of Operations
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                   Period from
                                                                                   June 9, 1992
                                                          Three months ended      (Inception) to
                                                               March 31              March 31,

                                                        1997            1996           1997
                                                        ----            ----           ----
<S> <C>
Expenses:
   Marketing and selling.......................... $   853,018       $    4,000    $ 1,215,389
   Research and development.......................     746,056          473,182      3,376,702
   Administrative and other.......................     481,252           75,025      2,572,911
                                                   -----------       ----------    -----------

     Total expenses...............................   2,080,326          552,207      7,165,002

Other charges (income):
   Interest and dividends.........................    (130,956)         (35,435)      (367,188)
   Write-off of deferred offering costs...........          --               --        269,969
                                                   -----------       ----------    -----------

Net loss.......................................... $(1,949,370)      $ (516,772)   $(7,067,783)
                                                   ===========       ==========    ===========

Pro forma net loss per common share (note 2)...... $     (0.28)      $    (0.09)
                                                   ===========       ==========

Weighted average common shares outstanding           6,900,378        5,563,389
                                                   ===========       ==========
</TABLE>

                See accompanying notes to financial statements.

<PAGE>


                                 Enamelon, Inc.
                         (A development stage company)
                       Statements of Stockholders' Equity

<TABLE>
<CAPTION>
                                                                                        Accumulated
                                                 Common Stock          Additional   deficit during the         Total
                                                 ------------           paid-in         development         stockholders'
                                            Shares      Par value       capital            stage               equity
                                            ------      ---------       -------            -----               ------
<S> <C>
Balance, December 31, 1996                 6,900,378     $  6,900     $ 16,409,926     $ (5,118,413)         $11,298,413

Net loss (unaudited)                              --           --               --       (1,949,370)          (1,949,370)
                                           ---------     --------     ------------     ------------          -----------

Balance, March 31, 1997                    6,900,378     $  6,900     $ 16,409,926     $ (7,067,783)         $ 9,349,043
                                           =========     ========     ============     ============          ===========
</TABLE>

                See accompanying notes to financial statements.


<PAGE>


                                 Enamelon, Inc.
                          (A development stage company)
                            Statements of Cash Flows
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                                                    Period from
                                                                                                                   June 9, 1992
                                                                                     Three Months ended           (Inception) to
                                                                                          March 31                   March 31,
                                                                                    1997             1996              1997
                                                                                    ----             ----              ----
<S> <C>
Cash flows from operating activities:
    Net loss..............................................................      $(1,949,370)      $  (516,772)     $ (7,067,783)
      Adjustments to reconcile net loss to net cash provided by
        (used in) operating activities:
         Write-off of deferred offering costs.............................               --                --           269,969
         Stock issued for services........................................               --            26,824           174,519
         Depreciation and amortization....................................           16,097             8,863           105,354
      Change in operating assets and liabilities:
         Decrease (increase) in prepaid expenses and other assets.........           83,057              (832)         (119,171)
         Increase in inventory............................................         (146,943)                           (200,126)
         Increase in accrued expenses and account payable.................          631,216            95,491         1,418,100
                                                                                -----------       -----------      ------------
         Net cash used in operating activities............................       (1,365,943)         (386,426)       (5,419,138)
                                                                                -----------       -----------      ------------

Cash flows from investing activities:
    Purchases of equipment................................................         (554,290)          (71,378)       (1,043,968)
    Patents, trademarks and licenses......................................          (22,921)          (31,772)         (321,102)
                                                                                -----------       -----------      ------------
         Net cash used in investing activities............................         (577,211)         (103,150)       (1,365,070)
                                                                                -----------       -----------      ------------

Cash flows from financing activities:
    Proceeds from sale of common stock....................................               --                --        15,744,317
    Proceeds from sale of preferred stock.................................               --         1,979,000         2,025,000
    Offering costs........................................................         (122,423)         (265,000)       (1,660,792)
                                                                                -----------       -----------      ------------
         Net cash provided by financing activities........................         (122,423)        1,714,000        16,108,525
                                                                                -----------       -----------      ------------

Net increase (decrease) in cash and cash equivalents......................       (2,065,577)        1,224,424         9,324,317
Cash and cash equivalents, beginning of period............................       11,389,894         1,790,666                --
                                                                                -----------       -----------      ------------
Cash and cash equivalents, end of period..................................      $ 9,324,317       $ 3,015,090      $  9,324,317
                                                                                ===========       ===========      ============

Supplemental disclosures of noncash financing activities:
    The Company issued common stock for professional services
      performed by unrelated parties......................................      $        --       $    26,824      $    331,854
                                                                                ===========       ===========      ============
</TABLE>



                See accompanying notes to financial statements.


<PAGE>


                                 Enamelon, Inc.
                         (A development stage company)
                       NOTES TO THE FINANCIAL STATEMENTS
                                  (unaudited)


1.    Statement of information furnished

         The accompanying  unaudited financial  statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-QSB and Item 310 of Regulation
S-B.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  necessary  for a fair  presentation  have  been  included.
Results  for the  interim  period  ended  March  31,  1997  are not  necessarily
indicative of results for the entire year.

         For  further  information,   refer  to  the  financial  statements  and
footnotes thereto included in the Company's annual report filed on Form 10-KSB.

2.       Amounts per share

         Net loss per share is  presented  for the three months ended March 31,
1996 on a pro forma basis to give  effect to the  conversion  of the  redeemable
preferred stock as a result of the public offering  consummated in October 1996.
The  calculation  of net loss per share reflects the conversion of the preferred
stock as if it occurred on January 1, 1996.

         The  weighted  average  number of  common  shares  outstanding  used in
computing  the pro forma net loss per common  share was adjusted for the effects
of the application of Securities and Exchange  Commission (SEC) Staff Accounting
Bulletin (SAB) No.83. Pursuant to SAB No. 83, common stock issued by the Company
at a price less than the initial public  offering price during the twelve months
immediately  preceding the initial public  offering,  together with common stock
purchase  warrants and options  issued during such period with an exercise price
less than the initial public offering price,  are treated as outstanding for all
periods presented. Earnings (loss) per share are computed using the treasury 
stock method, under which the number of shares outstanding reflects an assumed 
use of the proceeds  from the issuance of such shares and from the assumed  
exercise of such warrants and options, to repurchase shares of the Company's 
common stock at the initial public offering price.

3.    Inventory is summarized as follows:


                                     March 31, 1997
                                     --------------
          Raw materials                    $ 89,842
          Work in process                    10,350
          Finished goods                     99,934
                                           --------
                                           $200,126
                                           =========

     Inventories are valued at the cost of materials and contract  manufacturing
by the first-in, first-out method.



<PAGE>


Item 2.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         The following  discussion  and analysis  should be read in  conjunction
with the Financial Statements and Notes thereto appearing in the Company's
Annual Report on Form 10-KSB, for the year ended December 31, 1996.

General

         The Company (a  development  stage company) was founded in June 1992 to
develop and market  over-the-counter oral care products that prevent tooth decay
at  its  earliest   stage  and  are  based  on  proprietary   formulations   and
technologies.

         The  Company  began  to test  market  Enamelon  toothpaste  in  several
representative  markets in March 1997.  Test marketing and  additional  clinical
human studies to substantiate  expected  marketing claims including  comparative
advertising  claims are expected to continue  throughout  1997. Assuming the
successful completion of test marketing,  a national roll-out of  EnamelonTM
toothpaste  is expected to occur in the first  quarter of 1998, at which time
management anticipates the Company emerging from the development stage.  The 
Company expects to continue to incur  operating  losses  throughout  this 
period and may require additional financing to continue its operations 
thereafter.

Results of Operations

Three Months ended March 31, 1997 Compared to Three Months ended March 31, 1996

         Total expenses were approximately $2,080,000 for the three months ended
March 31, 1997,  compared with total expenses of approximately $552,000 for the
same period in the prior-year,  an increase of  $1,528,000.  This  increase was 
primarily  the result of higher marketing  and selling  expenses of  $849,000, 
higher research  and development  expenses of $273,000,  higher  administrative 
and other expenses of $406,000.

         Marketing and selling  expenses  increased from $4,000 to $853,000 as a
result of the efforts to support the launch of the Company's  toothpaste product
into test  market.  The Company has begun to ship into test market on March 26,
1997. For financial reporting purposes the Company is still being treated as
being in the development stage. Revenue of approximately $15,000 from the
sales of toothpaste has been treated as a reduction in marketing expenses.

         Research and development  expenses  increased from $473,000 to $746,000
primarily  as a  result  of  studies  performed  at  universities  and  research
facilities and  development  activities  necessary to bring the toothpaste  into
test market.

         Administrative  and other  expenses  increased from $75,000 to $481,000
primarily  attributable to increased payroll and benefits,  consulting and other
administrative  office  expenses  which  resulted  from the  Company's  expanded
operations.

         These  increases were offset in part by $96,000 of additional  interest
and dividend income.

Liquidity and Capital Resources

         Since  its  inception  in June  1992,  the  Company  has  financed  its
operations  primarily through private placements of Series A Preferred Stock and
Common Stock and a public offering of Common Stock totaling  approximately $16.1
million,  net of  expenses.  At March 31,  1997,  the  Company had cash and cash
equivalents of  approximately  $9.3 million and working capital of $8.0 million.
The Company has no  outstanding  debt (other than  accounts  payable and accrued
expenses) or available lines of credit as of March 31, 1997.

         Since its  inception  and  through  March 31,  1997,  the  Company  has
incurred  losses  aggregating  approximately  $7.1 million and had available net
operating loss carryforwards as of December 31, 1996 of

<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  (Continued)


approximately $5.1 million.  The net operating loss carryforwards will expire if
not used by the  period  from 2007  through  2011 and may be  limited  by United
States federal tax law as a result of future  changes in ownership.  The Company
expects to continue to incur  operating  losses at least  through  1999 while it
continues  clinical testing and initial toothpaste  marketing efforts.  In March
1997,  the Company  began to test market  EnamelonTM  all family  toothpaste  in
selected  United  States  markets.  Assuming the  successful  completion of test
marketing,  the Company intends to begin a national  roll-out of this product in
the first quarter of 1998.

         Since its inception  and through  March 31, 1997,  the Company has paid
$1,044,000  for the purchase of equipment and  approximately  $321,000 for costs
associated with obtaining  patents,  trademarks and licenses rights. The Company
intends  to use  approximately  $500,000  of its  cash  to  purchase  additional
manufacturing  equipment for the  production of the  Company's  patent  pending,
split system  toothpaste  tube and for  high-speed  filling  equipment,  and for
computer equipment and software to support operations.

         The Company's  cash  requirements  may vary  materially  from those now
planned  depending on numerous  factors,  including  the status of the Company's
marketing  efforts,   the  Company's  business   development   activities,   the
availability  of  alternative  financing for the  acquisition  of  manufacturing
equipment,   the  results  of  clinical  trials,   the  regulatory  process  and
competition.  The Company currently  estimates that cash on hand,  together with
its projected cash flow from  operations,  if any, will be sufficient to finance
its working  capital and other  requirements  for a period of  approximately  12
months  which  includes  the test  marketing  period.  Thereafter,  or sooner if
conditions  necessitate,  the Company may need to raise additional funds through
public or private  financings.  If adequate  funds are not  available,  then the
Company  may be  required  to delay,  reduce  the scope  of,  or  eliminate  the
commercial  introduction  of its  toothpaste  product and  otherwise  reduce the
proposed operations.

The  foregoing  discussion  should  be read in  conjunction  with the  Financial
Statements  and Notes  thereto  appearing  elsewhere  in this  report and in the
Company's  Form  10-KSB for the year ended  December  31,  1996.  Except for the
historical  information  contained  herein,  the foregoing  discussion  contains
forward-looking  statements that involve risks and uncertainties.  The Company's
actual   results   could  differ   materially   from  those   projected  in  the
forward-looking  statements  discussed  herein.  Factors that could cause actual
results to  differ materially  include, but  are not  limited to, the following:
acceptance  of the  Company's products  by  consumers; the  Company's ability to
procure  additional  financing from time to time as necessary  to  maintain  its
operations  until it becomes profitable; changes in Food and Drug Administration
and Federal  Trade  Commission  regulations  as  they  apply  to  the  Company's
products; and  challenges to patents either licensed to or held  directly by the
Company. Those and other risks are  described in the Company's Annual Report  on
10-KSB for the year ended December 31, 1996.


Effect of New Accounting Pronouncement

         In February 1997, the FASB issued SFAS No. 128 "Earning Per Share".  In
accordance  with  this  statement,  basic  earnings  per  share are based on the
weighted average shares  outstanding  during the period and diluted earnings per
share are based on the weighted average number of common shares and all dilutive
potential  common shares that were outstanding  during the period.  In addition,
prior period  financial  statements have to be restated to reflect the change in
accounting  principle.  Effective December 15, 1997, at which time management
anticipates the Company emerging from the development stage, the Company will 
adopt this statement. The effect of the adoption will not have a material impact
on the Company's net loss per share previously reported.


<PAGE>


                          Part II. - Other Information

Item 6.  Exhibits and Reports on Form 8-K

     (a)   Exhibits

           27.1 Financial Data Schedule

       (b) No Reports on Form 8-K were filed  during the  quarter for which this
report is filed.


<PAGE>


                                   SIGNATURES


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



                                         Enamelon, Inc.



Date     May 12, 1997                    By /s/ Dr. Steven R. Fox
     ___________________                    __________________________
                                            Chairman of the Board of Directors
                                            and Chief Executive Officer
                                            (Principal Executive Office)




Date    May 12, 1997                     By /s/ Edwin Diaz
     ___________________                    __________________________
                                            Vice President-Finance,
                                            Chief Financial Officer and
                                            Treasurer