UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB/A
                         AMENDMENT NO. 2 TO FORM 10-KSB
    



        X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                     For the fiscal year ended June 30, 1996

                         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. X

     Registrant's revenues for its most recent fiscal year were $506,242.

     As of June 30, 1996, the  Registrant had 6,512,485  shares of Common Stock,
$.001 par value, outstanding,  and the aggregate market value of the shares held
by non-affiliates on that date was $43,145,213 based upon the last sale price of
the Issuer's Common Stock reported on the Nasdaq National Market.

       

<PAGE>


                                    PART III

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K


     (C) EXHIBITS

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

   EXHIBIT
   NUMBER     DESCRIPTION
--------------------------------------------------------------------------------
   
     
    27        Financial Data Schedule
    
     




<PAGE>


   
     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Amendment to Report has been signed below by the following  persons on behalf of
the Registrant and in the capacities and on the dates indicated.

     Dated:  November 1, 1996
    

                                          Neurobiological Technologies, Inc.

                                           /s/ Jeffrey S. Price
                                          ---------------------

                                          President, Chief Executive Officer