UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 FORM 10-KSB/A1

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

                    For the fiscal year ended June 30, 1997
                         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  Registrants  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. [ X ]

Registrants revenues for its most recent fiscal year were $407,307.

As of August 29, 1997,  the  Registrant  had  6,540,314  shares of Common Stock,
$.001 par value, outstanding,  and the aggregate market value of the shares held
by non-affiliates on that date was $22,073,560 based upon the last sale price of
the Issuers Common Stock reported on the Nasdaq National Market.

                      DOCUMENTS INCORPORATED BY REFERENCE

Items 10 through 12 of Part III  incorporate by reference  information  from the
Registrants Proxy Statement for the Annual Meeting of Shareholders to be held on
November 4, 1997.

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ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The directors and executive officers of the Company are as follows:

Name                                     Position
--------------------------------------------------------------------------------
Paul E. Freiman                    President and CEO and Director
Ronald Goldblum, M.D.              Vice President, Medical Affairs
Jian L. Johnson                    Vice President, Regulatory Affairs
Shawn K. Johnson                   Director of Finance
Behzad Khosrovi, Ph.D.             Vice President, Pharmaceuticals Development
Calvert Yee                        Vice President, Operations and Administration
Abraham E. Cohen                   Chairman of the Board of Directors
Enoch Callaway                     Director
Theodore L. Eliot, Jr.             Director
Abraham D. Sofaer                  Director
John B. Stuppin                    Director

PAUL E. FREIMAN, age 63, joined the Company as a director in April 1997, and was
elected  President  and Chief  Executive  Officer in May 1997.  He is the former
chairman and chief executive officer of Syntex Corporation,  where he had a long
and  successful  career  and was  instrumental  in the sale of  Syntex  to Roche
Holdings for $5.3 billion.  He is credited with much of the marketing success of
Syntexs lead product  Naprosyn(R)  and was responsible for moving the product to
over-the-counter  status,  marketed by Procter & Gamble as Aleve(R). Mr. Freiman
is currently serving on the board of Digital Gene Technologies,  Inc., a private
genomics  company,  and  serves on the  boards  of  Penwest  Corp.,  LifeScience
Economics, Inc., and several other biotechnology companies. He has been chairman
of the Pharmaceutical Manufacturers Association of America (PhARMA) and has also
chaired a number of key  PhARMA  committees.  Mr.  Freiman is also an advisor to
Burrill & Co., a San Francisco merchant bank.

RONALD GOLDBLUM, M.D., age 54, has been Vice President, Medical Affairs since he
joined the  Company in January  1995.  Before  joining  NTI,  Dr.  Goldblum  was
Director of Clinical  Investigation at Syntex  Laboratories  where he supervised
all Phase IIIB and Phase IV studies. Before joining Syntex Laboratories, he held
various  managerial  positions as  department  head and  department  director at
Syntex  Research.  Prior to joining Syntex,  Dr.  Goldblum  practiced for twelve
years as a rheumatologist  in both hospital and private  settings.  Dr. Goldblum
holds A.B. and M.D. degrees from Case Western Reserve University.

JIAN L.  JOHNSON,  age 60,  joined the  Company in October  1992 as  Director of
Clinical and  Regulatory  Affairs.  In August 1995,  Ms. Johnson was promoted to
Vice President, Regulatory Affairs. Prior to joining NTI, she spent twenty years
with the  Upjohn  Company.  Three of those  years were spent in the area of drug
discovery  followed  by  positions  of  increasing  responsibility  in  clinical
research and drug  registration.  Ms.  Johnson has extensive  experience in drug
development  strategy,  design of  clinical  protocols,  management  of clinical
trials, and preparation of regulatory submissions,  including INDs and NDAs. Ms.
Johnson holds a B.S.  degree from National  Taiwan  University and a M.S. degree
from the University of Minnesota.

SHAWN K. JOHNSON,  age 30, joined the Company in July 1995 as Controller and was
promoted to  Director  of Finance in January  1996.  Prior to joining  NTI,  Mr.
Johnson was a financial consultant from August 1992 until June 1995. From August
1989 to August 1992, Mr. Johnson was employed with  Cognitive  Systems,  Inc., a
software  company,  where  he  held  various 

<PAGE>

accounting  positions,  including  Controller from April 1990 to August 1992. He
holds a B.A.  degree  from the  College  of  Wooster,  a B.S.  degree  from City
University,  and a M.B.A.  degree from the University of California at Berkeley.
Mr. Johnson has announced his intention to resign as Director of Finance.

BEHZAD  KHOSROVI,  Ph.D.,  age 53,  has  been  Vice  President,  Pharmaceuticals
Development  since he joined  the  Company in  January  1992.  From July 1990 to
December 1991,  Dr.  Khosrovi was a consultant to the  pharmaceutical  industry.
Prior to July 1990,  Dr.  Khosrovi was employed 14 years with Cetus  Corporation
("Cetus"),  where he held various senior  management  positions,  including Vice
President,  Development  from 1985 until June 1990. At Cetus,  Dr.  Khosrovi was
responsible  for  developing  and managing  Cetus'  capability in  manufacturing
sciences. His responsibilities included process development, formulation design,
product  characterization  and manufacture of products for clinical trials.  Dr.
Khosrovi  holds an M.A.  degree  in  Natural  Sciences  from the  University  of
Cambridge in England and M.Sc. and Ph.D.  degrees in Applied  Microbiology  from
the University of Manchester's Institute of Science and Technology.

CALVERT YEE, age 45, has been Vice President,  Operations and  Administration of
the Company since February 1991.  Prior to joining NTI, Mr. Yee was employed for
15 years with Cetus  Corporation,  where he held both  research  and  management
positions,  serving as Senior Director,  Research and Development Administration
and Operations  from 1987 until  September  1990. Mr. Yee holds a A.B. degree in
bacteriology and a M.B.A. degree from the University of California at Berkeley.

ABRAHAM E. COHEN,  age 61, has been a director  of the Company  since March 1993
and has been Chairman of the Board of Directors  since August 1993. From 1982 to
1992,  Mr. Cohen served as Senior Vice  President of Merck & Co.  ("Merck")  and
from 1977 to 1988 as President of the Merck Sharp & Dohme International Division
("MSDI").  While at Merck,  he played a key role in the  development  of Merck's
international business, initially in Asia, then in Europe and, subsequently,  as
President of MSDI, which  manufactures and markets human health products outside
the United States. Since his retirement from Merck and MSDI in January 1992, Mr.
Cohen has been active as an international business consultant.  He is a director
of six public companies:  Agouron Pharmaceuticals,  Inc., Akzo Nobel N.V., Smith
Barney, Teva Pharmaceutical  Industries,  Ltd., Vion  Pharmaceuticals,  Inc. and
Vasomedical, Inc.

ENOCH  CALLAWAY,  M.D.,  age 73, is a founder of the Company and has served as a
director of the Company since September 1987. Dr. Callaway  previously served as
Chairman  of the  Board of  Directors  of the  Company  from  September  1987 to
November 1990, as Co-Chairman of the Board from November 1990 until August 1993,
as Vice  President  from  September 1988 until August 1993 and as Secretary from
September 1988 until September 1991. Dr. Callaway has been Emeritus Professor of
Psychiatry at the University of California,  San Francisco since 1986,  where he
also served as Director of Research at the Langley Porter Psychiatric  Institute
from 1959 to 1988. He holds A.B. and M.D. degrees from Columbia University.

THEODORE  L.  ELIOT,  Jr.,  age 69,  served as a director  of the  Company  from
September  1988 until April 1992 and as a Vice  President  from  September  1988
until September  1991. He  subsequently  has served as a director of the Company
since August 1992. Mr. Eliot retired from the United States  Department of State
in 1978  with the rank of  Ambassador.  He  served  as the Dean of the  Fletcher
School of Law and Diplomacy  from 1979 to 1985 and as Secretary  General for the
United States of the Bilderberg Meetings from 1981 to October 1993. Mr. Eliot is
a director of two other  publicly held  companies,  Raytheon  Company,  Inc. and
Fiberstars,   Inc.  Mr.  Eliot  holds  B.A.  and  M.P.A.  degrees  from  Harvard
University.

<PAGE>

ABRAHAM D. SOFAER,  age 59, has served as a director of the Company  since April
1997.  Mr. Sofaer is the first George P. Shultz  Distinguished  Scholar & Senior
Fellow at the Hoover Institution,  Stanford University,  appointed in 1994. From
1990 to 1994, Mr. Sofaer was a partner at the legal firm of Hughes,  Hubbard and
Reed in  Washington,  D.C.,  where he  represented  several  major  U.S.  public
companies.  From 1985 to 1990,  he served as the  Legal  Adviser  to the  United
States  Department of State,  where he was  principal  negotiator on several key
international  disputes.  From 1979 to 1985,  he served as Federal Judge for the
Southern  District  of  New  York.  Mr.  Sofaer  is  registered  as a  qualified
arbitrator  with the  American  Arbitration  Association  and is a member of the
National  Panel of the Center for  Public  Resolution  of  Disputes  (CPR),  the
leading  organization in the area of resolution of disputes outside  litigation.
He has mediated or is now mediating merger-acquisition arbitrations,  commercial
cases involving valuation of commercial  technology,  and major securities class
action  suits.  Mr.  Sofaer  is on the  International  Advisory  Board of Chugai
Biopharmaceuticals, Inc. and is a director of Inventech, Inc. Mr. Sofaer holds a
B.A. degree from Yeshiva College and a L.L.B. from New York University.

JOHN B. STUPPIN,  age 64, is a founder of the Company and has been a director of
the Company since  September  1988 and was Treasurer from April 1991 to December
1993. From September 1987 until October 1990, Mr. Stuppin served as President of
the Company,  from November 1990 to August 1993, as  Co-Chairman of the Board of
Directors  and,  from  October 1990 until  September  1991,  as  Executive  Vice
President.  He also served as the acting Chief Financial  Officer of the Company
from the Company's inception  through December 1993. Mr. Suppin is an investment
banker and a venture capitalist. He has over 25 years experience in the start up
and  management of companies  active in emerging  technologies  and has been the
president of a manufacturing  company. He is a director of Fiberstars,  Inc. Mr.
Stuppin holds a A.B. degree from Columbia College.

<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Financial Statements

     The  following  are  incorporated  herein  by  reference  to the  financial
     statements included under Part II:

     Report of Ernst & Young LLP, Independent Auditors

     Balance Sheets at June 30, 1997 and 1996

     Statements  of  Operations  for each of the three years in the period ended
     June 30, 1997 and for the period from August 27, 1987  (inception)  through
     June 30, 1997

     Statement of Stockholders' Equity for each of the three years in the period
     ended June 30, 1997 and for the period  from  August 27,  1987  (inception)
     through June 30, 1997

     Statement  of Cash Flows for each of the three  years in the  period  ended
     June 30,  1997 and for the period for August 27, 1987  (inception)  through
     June 30, 1997

     Notes to Financial Statements

(b)  Reports on Form 8-K

     None.

(c)  Exhibits

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

Exhibit
Number  Description

        3.5*      Restated Certificate of Incorporation of Registrant.
                  
        3.2*      Bylaws of Registrant.
                  
        4.1*      Form of Common Stock Certificate.
                  
        4.2*      Form of Warrant issued to Van Kasper & Co.
                  
        4.3*      Form of Warrant  issued to Van Kasper & Co. and Gerard  Klauer
                  Mattison & Co., LLC.
                  
        10.2*     1993 Stock Plan of Neurobiological Technologies, Inc.***
                  
        10.4*     Form of Indemnity  Agreement  between the  Registrant  and its
                  directors and officers.***
                  
        10.5*     Series B Preferred Stock Purchase and Exchange Agreement dated
                  as of December 6, 1993.
                  
        10.6*     License   Agreement   between  the   Registrant  and  Research
                  Corporation Technologies, Inc. dated May 30, 1990.**
                  
        10.7*     License Agreement among the Registrant, Dynorphin Partnership,
                  Nancy M.  Lee and  Horace  C. Loh  dated  April  1,  1989,  as
                  amended.**
                  
        10.8*     License Agreement between the Registrant and  Immuno-Dynorphin
                  Partnership dated October 1, 1990.**
                  
        10.9*     License Agreement between the Registrant and des-Tyr Dynorphin
                  Partnership dated December 20, 1992.**
                  
        10.10*    License  Agreement  between the Registrant and DUZ Partnership
                  dated December 20, 1992.**
                  
<PAGE>            
                  
        10.11*    License   Agreement   between  the  Registrant  and  The  Salk
                  Institute  for  Biological  Studies  dated March 31, 1989,  as
                  amended.**
                  
        10.12*    License  Agreement  between the  Registrant and the Regents of
                  the   University  of  California   dated  June  13,  1990,  as
                  amended.**
                  
        10.13*    Option Agreement between the Registrant and the Regents of the
                  University of California dated December 1, 1992.**
                  
        10.14*    Lease dated  August 22,  1994  between  Registrant  and Marina
                  Westshore Partners, a California limited partnership.
                  
        10.15*    License   Agreement   between  the  Registrant and  Children's
                  Hospital effective September 11, 1995, as amended on March 11,
                  1996.
                  
        10.16**** Amended  and  Restated  Neurobiological   Technologies,   Inc.
                  Employee Stock Purchase Plan. ***
                  
        23.1      Consent of Ernst & Young LLP, independent auditors.
                  
        24.1*     Power of Attorney.
                  
        27*       Financial Data Schedule for the period ended June 30, 1997.
                 
--------------
*Previously filed as an exhibit to Issuer's Registration  Statement on Form SB-2
(Registration No. 33-74118-LA) and 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 Issuers Registration Statement on Form S-8
(Registration Number 333-18519) and incorporated herein by reference.