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 August 31, 1997.

[   ] 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 August 31, 1997
----------------------------             ------------------------------
Common Stock $.001 par value                       16,192,513

<PAGE>
<TABLE>
                          LESCARDEN INC.
                                            
                                                   (UNAUDITED)
                    CONDENSED BALANCE SHEET
                    -----------------------
                         August 31, 1997
                         ---------------

<CAPTION>
                              ASSETS
                              ------
<S>                                                         <C>
Current Assets:
    Cash                                                    $   40,615
     Inventory                                                   7,988
     Prepaid expenses                                           12,500
                                                            ----------
        Total currents assets                                   61,103
                                                            ----------
      Security Deposit                                           3,080
                                                            ----------
           Total Assets                                     $   64,183
                                                            ----------
                                                            ----------

             LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Currents Liabilities:    
    Accounts Payable and Accrued Expenses                  $   134,803
                                                           -----------
          Total liabilities                                    134,803
                                                           -----------
                                                           
Stockholders' Deficiency:
    Convertible Preferred Stock                            $     1,840
    Common Stock                                                16,192
    Additional Paid-In Capital                              13,310,440
    Accumulated Deficit                                    (13,399,092)
                                                           -----------
        Stockholder's Deficiency                               (70,620)
                                                           -----------
        Total Liabilities and Stockholders' Deficiency     $    64,183
                                                           -----------
                                                           -----------
</TABLE>
<PAGE>
<TABLE>

                          LESCARDEN INC.
                                                                  
                                                        (UNAUDITED)
                CONDENSED STATEMENTS OF OPERATIONS
                ----------------------------------

<CAPTION>

                                               For the Three Months Ended
                                                       August 31,
                                               --------------------------  
                                                 1997           1996
                                                 ----           ----     

<S>                                         <C>           <C>

Total Revenues                             $       11     $   25,121
                                           ----------     ----------
Costs and Expenses:
   Salaries - Officer                          39,471         25,222     
   Salaries - Office                            3,697          3,440
   Professional Fees and Consulting            49,911         32,936     
   Research and Development                     9,953          2,524         
   Rent and Office Expenses                    15,335         14,760         
   Travel and Meetings                          8,738              -     
   Taxes - Other                                  695          1,316         
   Insurance                                      167            103
   Other Administrative Expenses               18,222          3,627
                                           ----------     ----------
     Total Costs and Expense                  146,189         83,928
                                           ----------     ----------

     Net (Loss)                            $ (146,178)    $  (58,807)      
                                           -----------    -----------
                                           -----------    -----------
     Net (Loss) Per Share                      $ (.01)         $(.00)        
                                           -----------    -----------
                                           -----------    -----------

Weighted Average Number of
  Common Shares Outstanding                16,037,366     11,872,010     
                                           ----------     ----------
                                           ----------     ----------
</TABLE>
<PAGE>
<TABLE>
                          LESCARDEN INC.
                                                      (UNAUDITED)
                CONDENSED STATEMENTS OF CASH FLOWS
                ----------------------------------
<CAPTION>
                                                    For the Three Months Ended
                                                           August 31,  
                                                    --------------------------
                                                           1997          1996
                                                           ----          ----
<S>                                                 <C>           <C>

Cash Flows (Used in) Operations:        
     Net (Loss)                                     $  (146,178)  $   (58,807)
     Adjustments to reconcile net income (loss) 
       to net cash used in operations:
     Changes in operating assets and liabilities:
          Decrease in Inventory                           1,500         2,240
          (Increase) decrease in accounts receivable          -       (25,000)
          (Increase) decrease in prepaid expenses       (12,500)       16,906
          Increase in accounts payable and
             accrued expenses                            20,001        12,000
                                                  
     Net Cash (Used In) Operations                     (137,177)      (52,661)
                                                    ------------  ------------
       
Cash Flows Provided By Financing Activities:
  Proceeds from exercise of common stock
     purchase warrants                                   62,452             -
                                                    -----------   ------------

 (Decrease) in cash                                     (74,725)      (52,661)

Cash- Beginning of period                               115,340        53,935
                                                    -----------   ------------
Cash - End of period                                   $ 40,615       $ 1,274
                                                    -----------   ------------
</TABLE>
<PAGE>

                               LESCARDEN INC.
                                 
                                                       (UNAUDITED)
                  NOTES TO FINANCIAL STATEMENTS
                  -----------------------------
                         August 31, 1997
                         ---------------
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, 1997. 

     
     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.
                                        
   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<F1>, to a food supplement distributor  for sale through
nutritional food supplement stores in the U.S.  The Company has
sustained net losses of approximately $13.4 million from inception
to August 31, 1997. 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. 

Three Months ended  August 31, 1997 compared to August 31, 1996. 
     
     The Company's revenues in the quarter ended August 31, 1996
include $25,000 of license fees from Orphan Medical Inc. ("Orphan")
Orphan is developing the Company's proprietary bovine cartilage
material, CATRIX<F1>, in powder form only, for topical wound healing
purposes.  Total costs and expense during the three months ended
August 31, 1997 were 74% higher than those of the comparative
period of the prior year principally due to higher officer's
salary, professional fees and consulting, research and development,
travel and other administrative expenses.

Liquidity and Capital Resources 
-------------------------------

Overview
--------  

     The Company has had losses from operations in each of the five
years ended May 31, 1997.  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
August 31, 1997 the Company's total liabilities exceeded its total
assets by  $64,183.  The Company will require additional product
sales or funding during, or shortly after the end of,  the current
fiscal quarter ending November 30, 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, 1997 of ($345,518), 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, 1996 and 1997 contain an explanatory paragraph
indicating that the Company may be unable to continue in existence.

     
     The Company plans to continue to implement plans to sell BIO-
CARTILAGE  to the over-the-counter food supplement market and may
also introduce a second product in the same marketplace, or a
cosmetic product, 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 try to obtain a short-term financing from the exercise of
common stock purchase warrants and the sales of unregistered shares
of common stock.  

     The Company has no material commitments for capital
expenditures at August 31, 1997.


<F1>
A registered trademark of Lescarden Inc.

<PAGE>

                          LESCARDEN INC.

                   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 August 31, 1997.

                        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: October 10, 1997   s/Gerard A. Dupuis
                         Gerard A. Dupuis
                         Chairman of the Board
                         Chief Executive Officer