U.S. Securities and Exchange Commission
                      Washington, D.C. 20549

          Form 10-QSB - Quarterly or Transitional Report
          (Added by 34-30968, eff. 8/13/93, as amended)

(Mark One)
[X] Quarterly Report Under Section 13 or 15 (d) of the Securities
Exchange Act of 1934

For the quarterly period ended November 30, 1996.

[   ] Transition Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the transition period from____________  to _________________
                               

Commission file number 0-10035

                               LESCARDEN, INC.                
   -------------------------------------------------------------------
     (Exact name of small business issuer as specified in its charter)

          New York                                        13-2538207    
------------------------------                          ------------------
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)

420 Lexington Avenue, New York Suite 2025                     10170          
-----------------------------------------               ------------------
(Address of principle executive offices)                   (Zip Code)

Issuer's telephone number (212) 687-1050

                                  
______________________________________________________________________.
(Former name, former address and former fiscal year, if changed 
                     since last report)

     Check whether the issuer (1) filed all reports 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 [ ]

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.

            Class                      Outstanding at November 30, 1996
----------------------------           --------------------------------
Common Stock $.001 par value                    11,872,010

<PAGE>
<TABLE>

  
                             LESCARDEN INC.
                        (Debtor-In-Possession)
                                                 (UNAUDITED)
                        CONDENSED BALANCE SHEET
                        -----------------------
                           NOVEMBER 30, 1996
                           -----------------
<CAPTION> 
                                ASSETS
                                
<S>                                                             <C>
Current Assets:          
     Cash                                                       $   24,692
     Inventory                                                      10,832
                                                                ----------
         Total currents assets                                      35,524
                                                                ----------
       Security Deposit                                              3,080
                                                                ----------
         Total Assets                                           $   38,604
                                                                ----------
                                                                ----------
 
             LIABILITIES AND STOCKHOLDERS' DEFICIENCY
             
Currents Liabilities:    
    Accounts Payable and Accrued Expenses                       $   37,366
    Warrants subscription payable                                   60,000
    Liabilities subject to compromise:
      Trade and other miscellaneous claims                         862,092
      Trade and other miscellaneous claims - related parties       319,509
      Notes payable                                                517,000
      Notes payable - related parties                              496,000
                                                                ----------
            Total liabilities                                    2,291,967
                                                                ----------
Stockholders' Deficiency:
    Convertible Preferred Stock                                      1,840
      Common Stock                                                  11,872
      Additional Paid-In Capital                                10,787,627
      Accumulated Deficit                                      (13,054,702)
                                                               ------------
            Stockholder's Deficiency                            (2,253,363)
                                                               ------------
           Total Liabilities and Stockholders' Deficiency       $   38,604
                                                               ------------
                                                               ------------
</TABLE>
<PAGE>
<TABLE>
                          LESCARDEN INC.
                      (Debtor-in-Possession)            
                                                   (UNAUDITED)
                CONDENSED STATEMENTS of OPERATIONS
                ----------------------------------

<CAPTION>
                                                                 
                                     For the Three Months        For the Six Months
                                     Ended November 30,          Ended November 30,   
                                     --------------------        ------------------
                                      1996           1995          1996       1995
                                      ----           ----          ----       ----
<S>                                 <C>          <C>            <C>        <C>                 

Total Revenues                      $ 2,004      $ 180,622      $ 27,125   $418,021
                                    -------      ---------      --------   --------

Costs and Expenses:                
 Cost of Product Sales                  -           58,309          -       132,696
 Salaries - Officer                  26,786         24,000        52,008     48,000
 Salaries - Office                    1,885          1,244         5,325      5,753
 Professional Fees and Consulting    38,673         35,963        71,609     56,905
 Research and Development             1,288          3,129         3,812      4,951
 Rent and Office Expenses            16,975         15,285        31,735     30,328
 Travel and Meetings                    925         11,388           925     15,582
 Taxes - Other                          -            1,291         1,316       2,732
 Insurance                            1,200            205         1,303         210
 Interest                               -           15,787           -        31,574
 Interest to Related Parties            -           14,944           -        29,888
 Other Administrative Expenses        2,771          2,760         6,398       6,040
                                    -------        ------        ------      ------- 
 Total Costs and Expense             90,503        184,305       174,431     364,659
                                  ----------      ---------   -----------  --------- 
 Net Loss                         $ (88,499)      $ (3,683)   $ (147,306)  $  53,362
                                  ----------      ---------   -----------  ---------
                                  ----------      ---------   -----------  ---------

 Net Loss Per Share                 $ (.01)         $(.00)        $(.01)      $(.00)


Weighted Average Number of 
  Common Shares Outstanding      11,872,010     11,822,010    11,872,010  11,822,010
                                 ----------     ----------    ----------  ----------
                                 ----------     ----------    ----------  ----------

</TABLE>
<PAGE>
<TABLE>

                           LESCARDEN INC.
                      (Debtor-in-Possession) 
                                                     (UNAUDITED)
                   CONDENSED STATEMENTS OF CASH FLOWS
                   ---------------------------------
<CAPTION>

                                                        For the Six Months Ended 
                                                             November 30,
                                                        ------------------------
                                                              1996         1995
                                                              ----         ----
<S>                                                     <C>            <C>   

Cash Flows Provided By (Used in) Operations:        
     Net Income (Loss)                                  $ (147,306)    $ 53,362
     Adjustments to reconcile net income (loss) to net   
       cash used in operating activities:
      Changes in operating assets and liabilities:
         (Increase) in accounts receivable                    -         (54,326)
          Decrease in inventory                              3,024        3,465
          Increase in customer deposits                       -           8,750
         Decrease (Increase) in prepaid expenses            17,673       (7,500)
          Increase in accounts payable
             and accrued expenses                           37,366       52,629
          Increase in accounts payable     
             and accrued expenses - related parties           -           8,888
                                                          ---------    --------
     Net Cash Provided By (Used In) Operations             (89,243)      65,268
                                                          ---------    --------

Cash Flows Provided By Financing Activities:
  Proceeds from warrants subscription payable               60,000          -     
                                                          --------     --------
  Cash Provided by Financing Activities                     60,000          -     
                                                          --------     --------
(Decrease) Increase in cash                                (29,243)      65,268

Cash- Beginning of period                                   53,935       40,246
                                                          --------    ---------
Cash - End of period                                      $ 24,692    $ 105,514
                                                          --------    ---------
                                                          --------    ---------  
</TABLE>
<PAGE>
                
                          LESCARDEN INC.
                      (Debtor-in-Possession)
                                                       (UNAUDITED)
                  NOTES TO FINANCIAL STATEMENTS

                        November 30, 1996
 
Note 1 - General:

     The accompanying unaudited financial statements include all
adjustments which are, in the opinion of management, necessary for
a fair statement of the results for the interim periods. The
statements have been prepared in accordance with the requirements
for Form 10-QSB and, therefore, do not include all disclosures or
financial details required by generally accepted accounting
principles. These condensed financial statements should be read in
conjunction with the financial statements and the notes thereto
included in the Company's Annual Report on Form 10-KSB for the year
ended May 31, 1996. 

     During the interim period the Company has continued as Debtor-in-
Possession under Chapter 11 of the U.S. Bankruptcy code.

     The results of operations for the interim periods are not
necessarily indicative of results to be expected for a full year's
operations.

<PAGE>

                          LESCARDEN INC.
                      (Debtor-in-Possession)

   Management's Discussion and Analysis of Financial Condition
                    and Results of Operations
   -----------------------------------------------------------

Results of Operations
---------------------
Overview
--------
     Since its inception the Company has primarily devoted its
resources to fund research, drug discovery and development.  In
addition, the Company licenses its technology for commercialization
by other companies and in the fiscal year ended May 31, 1995, the
Company began sales of its proprietary bovine cartilage material,
BIO-CARTILAGE<F2>, to a food supplement distributor  for sale through
nutritional food supplement stores in the U.S.  The Company has
sustained net losses of approximately $13 million from inception to
November 30, 1996. The Company has primarily financed its research
and development activities through a public offering of Common
Stock, and private placements of debt and equity securities and in
recent years, revenues from license fees and product sales.  On
May  7 1996, the Company filed a petition for reorganization under
Chapter 11 of the U.S. bankruptcy code and continues as Debtor-in-Possession.

Three months and six months ended November 30, 1996 compared to
three months and six months ended November 30, 1995. 
----------------------------------------------------     

     The Company generates revenues primarily by selling
BIO-CARTILAGE<F2> and Catrix<F1> and from royalties and license fees. 

     The Company's revenues decreased in the quarter and six months
ended November 30, 1996 from the comparative periods of 1995
primarily due to sales of BIO-CARTILAGE<F2> to food supplement
distributors, for sale through nutritional food supplement stores
in the U.S., in the quarter and six months ended November 30, 1995
as compared to no such sales in the quarter and six months ended
November 30, 1996. Total costs and expenses during the three and six
months ended November 30, 1996 were 51% and 52% lower than those of
the comparative periods of the prior year, respectively.  The
decreases were principally due to the cost of product sales related
to sales of BIO-CARTILAGE<F2> in the quarter and six months ended
November 30, 1995 and the absence of interest expense on the
Company's Notes payable in the quarter and six months ended
November 30, 1996 in accordance with accounting rules for Company's
operating under Debtor-In-Possession.

Liquidity and Capital Resources 

Overview 
  
     The Company has had losses from operations in each of the five
years ended May 31, 1996.  This trend may continue in the
foreseeable future. Working capital has been provided since the
Company's inception primarily from the sale of equity securities or
from borrowings from its officers, directors and shareholders and
from outside investors, and in recent quarters, from revenues from
licensing fees and product sales.

Present Liquidity

     The Company's present liquidity position is critical.  As of
November 30, 1996 the Company's total liabilities exceeded its
total assets by  $2,253,363.  The Company will require additional
product sales or funding, during the current fiscal quarter ending
February 28, 1997, to sustain its operations.  

     As a result of the history of losses incurred by the Company,
the net loss during the year ended May 31, 1996 of ($419,394), and
the limited amount of funds currently available to finance the
Company's operations, the report of the Company's independent
Certified Public Accountants on the Company's Financial Statements
as of May 31, 1995 and 1996 contain an explanatory paragraph
indicating that the Company may be unable to continue in existence.

     The Company's Chapter XI proceeding is in progress and a
Creditor's Committee of seven is in place.  The Company intends to
propose a fair reorganization plan during the quarter ending
February 28, 1997 and to submit the plan to all creditors and
shareholders for approval.  It is reasonable to anticipate that the
company may be discharged from bankruptcy around the end of
February 1997. Assuming acceptance of the reorganization plan, upon
discharge, the Company's balance sheet would reflect no significant
debt.

     The Company plans to continue to implement plans to sell BIO-CARTILAGE<F2>
to the over-the-counter food supplement market and may
also introduce a second product in the same marketplace in the near
future.  If successful, the Company may increase cash flow in order
to allow the Company to continue to meet its obligations and
sustain its operations.  The Company also plans to obtain a modest
amount of short-term financing from certain of its stockholders.  

     The Company has no material commitments for capital
expenditures at November 30, 1996.

<F1>
A registered trademark of Lescarden Inc.
</F1>
<F2>
A trademark of Lescarden Inc.
</F2>

<PAGE>

                          LESCARDEN INC.
                       (Debtor-in-Possession)

                    Part II - Other Information
                    ---------------------------
Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------
     (a) Exhibits: EX-27

     (b) Reports on Form 8-K: There were no reports on Form 8-K
         filed for the three months ended  November 30, 1996.

                        INDEX TO EXHIBITS

27-Financial Data Schedule

<PAGE>

                            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.





                         LESCARDEN INC.
                         --------------
                         (Registrant)

 



Date: December 24, 1996  s/Gerard A. Dupuis
                         Gerard A. Dupuis
                         Chairman of the Board
                         Chief Executive Officer