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

                                 FORM 10-KSB/A
                                 Amendment No. 1

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

                     For the fiscal year ended June 30, 1998
                         Commission file number 0-23280

                       Neurobiological Technologies, Inc.
           (Name of small business issuer as specified in its charter)


          Delaware                                       94-3049219
  (State of incorporation)                    (IRS Employer Identification No.)



               1387 Marina Way South, Richmond, California, 94804
                    (Address of principal executive offices)

                                 (510) 215-8000
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock $.001 Par Value
                                (Title of Class)

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation SB contained herein, and no disclosure will be contained, to the best
of the Registrant's  knowledge,  in definitive  proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [  ]

Registrant's revenues for its most recent fiscal year were $2,100,000.

As of August 26, 1998,  the  Registrant  had  7,553,699  shares of Common Stock,
$.001 par value, outstanding,  and the aggregate market value of the shares held
by  non-affiliates  on that date was $4,721,062  based upon the bid price of the
Issuer's  Common  Stock  reported on the Over the  Counter  Bulletin  Board,  an
electronic stock listing service provided by The Nasdaq Stock Market, Inc.

                       DOCUMENTS INCORPORATED BY REFERENCE

Items 10 through 12 of Part III  incorporate by reference  information  from the
Registrant's  Proxy  Statement for the Annual Meeting of Shareholders to be held
on November 12, 1998.

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<PAGE>



ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Financial Statements

         The following are included in Item 7 under Part II:

         Report of Ernst & Young, Independent Auditors

         Balance Sheets at June 30, 1998 and 1997

         Statements  of  Operations  for each of the three  years in the  period
         ended June 30, 1998 and for the period from August 27, 1987 (inception)
         through June 30, 1998

         Statement  of  Stockholders'  Equity for each of the three years in the
         period  ended June 30,  1998 and for the period  from  August 27,  1987
         (inception) through June 30, 1998

         Statement of Cash Flows for each of the three years in the period ended
         June 30,  1998 and for the  period  for  August  27,  1987  (inception)
         through June 30, 1998

         Notes to Financial Statements

(b)      Reports on Form 8-K

         None.

(c)      Exhibits

<TABLE>
         The following  exhibits are  incorporated by reference or filed as part
of this report.


<CAPTION>
        Exhibit Number       Description

<S>          <C>              <C>
             3.2             Bylaws of Registrant. (1)
             3.5             Restated Certificate of Incorporation of Registrant. (1)
             4.1             Form of Common Stock Certificate. (1)
             4.2             Form of Warrant issued to Van Kasper & Co. (1)
             4.3             Form of Warrant issued to Van Kasper & Co. and Gerard Klauer Mattison & Co., LLC. (1)
             4.4             Form of Class A Warrant to Purchase Common Stock.**
             4.5             Form of Class B Warrant to Purchase Common Stock.**
             4.7             Form of Warrant to Purchase 25,000 Shares of Common Stock.**
             4.8             Form of Warrant to Purchase 100,000 Shares of Common Stock.**
             10.2            1993 Stock Plan of Neurobiological Technologies, Inc. (5)*
             10.4            Form of Indemnity Agreement between the Registrant and its directors  and officers.
                             (1)*
             10.5            Series B Preferred Stock Purchase and Exchange Agreement dated as of  December 6,
                             1993. (1)
             10.6            License Agreement between the Registrant and Research Corporation Technologies, Inc.
                             dated May 30, 1990. (1)+
             10.7            License Agreement among the Registrant, Dynorphin Partnership, Nancy M.


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<PAGE>



                             Lee and Horace C. Loh dated April 1, 1989, as amended. (1)+
             10.8            License Agreement between the Registrant and Immuno-Dynorphin Partnership dated
                             October 1, 1990. (1)+
             10.9            License Agreement between the Registrant and des-Tyr Dynorphin Partnership dated
                             December 20, 1992. (1)+
            10.10            License Agreement between the Registrant and DUZ Partnership dated December 20, 1992.
                             (1)+
            10.11            License Agreement between the Registrant and The Salk Institute for Biological Studies
                             dated March 31, 1989, as amended. (1)+
            10.12            License Agreement between the Registrant and the Regents of the University of
                             California dated June 13, 1990, as amended. (1)+
            10.13            Option Agreement between the Registrant and the Regents of the University of
                             California dated December 1, 1992. (1)+
            10.14            Lease dated August 22, 1994 between Registrant and Marina Westshore Partners, a Calif.
                             limited partnership. (2)
            10.15            License Agreement between the Registrant and Children's Hospital effective September
                             11, 1995, as amended on March 11, 1996. (3)+
            10.16            Amended and Restated Neurobiological Technologies, Inc. Employee Stock Purchase Plan.
                             (4)*
            10.17            Second Amendment to Lease between Registrant and Marina Westshore Partners, dated May
                             15, 1998.**
            10.18            License and Cooperation Agreement among Registrant, Merz + Co. GmbH & Co. and
                             Children's Medical Center Corp., effective as of April 16, 1998.+
            10.19            Payment Agreement between the Registrant and Children's Medical Center Corp.,
                             effective as of April 16, 1998.+**
             23.1            Consent of Ernst & Young LLP, Independent Auditors.**
             24.1            Power of Attorney.**
             27              Financial Data Schedule for the period ended June 30, 1998.**
<FN>
(1)      Previously  filed as an exhibit to Issuer's  Registration  Statement on
         Form SB-2 (Registration No.  33-74118-LA) and is incorporated herein by
         reference.
(2)      This exhibit is filed as an exhibit to the  Registrant's  Annual Report
         on Form  10-KSB for the year ended  June 30,  1995 and is  incorporated
         herein by reference.
(3)      This exhibit is filed as an exhibit to the  Registrant's  Annual Report
         on Form 10- KSB for the year  ended June 30,  1996 and is  incorporated
         herein by reference.
(4)      This  exhibit  is  filed as an  exhibit  to  Registrant's  Registration
         Statement on Form S-8  (Registration  Number  333-18519) filed December
         20, 1996 and is incorporated herein by reference.
(5)      This  exhibit  filed as an  exhibit  to the  Registrant's  Registration
         Statement on Form S-8 (Registration  Number 333-44097) filed January 1,
         1998 and is incorporated herein by reference.

+  Confidential  treatment has been granted with respect to certain  portions of
these agreements.

*    This exhibit is a management contract or compensatory plan or arrangement.

**  Previously  filed as an Exhibit to the Annual Report on Form 10-KSB filed on
September 28, 1998.
</FN>
</TABLE>

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<PAGE>


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant,  Neurobiological  Technologies,  Inc., a Delaware
corporation,  has duly caused this Form 10-K/A to be signed on its behalf by the
undersigned in the City of Richmond,  State of  California,  on  the 19th day of
January, 2000.


                                           Neurobiological Technologies, Inc.

                                           /s/ Paul E. Freiman
                                           -------------------------------------
                                           Paul E. Freiman
                                           President, Chief Executive Officer



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