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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 10-K/A#1

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

                         For fiscal year ended December 31, 1996

OR

               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
   -----       SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)


                  For the transition period from ________ to ________.

                       COMMISSION FILE NUMBER:  000-19809

                           DURA PHARMACEUTICALS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               CALIFORNIA                             95-3645543
      (State or other jurisdiction                 (I.R.S. Employer
    or incorporation or organization)              Identification No.)

5880 Pacific Center Blvd. San Diego, California      92121-4202
(Address of principal executive offices)              (zip code)


        Registrant's telephone number, including area code (619) 457-2553

               SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF 
                                  THE ACT: NONE

                SECURITIES REGISTERED PURSUANT TO SECTION 12(g) 
                     OF THE ACT:  COMMON STOCK, NO PAR VALUE



     Indicate by check mark 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        .    
                                               -----     ------



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     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form  10-K  [  ].

     The aggregate market value of the voting stock held by non-affiliates of 
the registrant as of February 28, 1997 was $1,457,451,662.  For the purposes 
of this calculation, shares owned by officers, directors (and their 
affiliates) and 10% or greater shareholders known to the registrant have been 
deemed to be affiliates.

     The number of shares of the Registrant's Common Stock outstanding as of 
February 28, 1997 was 43,437,978.

     Portions of Registrant's Proxy Statement for the Annual Meeting of 
Shareholders scheduled to be held on May 28, 1997, to be filed with the 
Securities and Exchange Commission on or about April 16, 1997,  referred to 
herein as the "Proxy Statement," are incorporated as provided in Part III, 
and portions of the Registrant's Annual Report to Shareholders for the fiscal 
year ended December 31, 1996, attached hereto as Exhibit 13, referred to 
herein as the "Annual Report," are incorporated as provided in parts II and 
IV.

                                          2

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                                    SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: December 16, 1997                         DURA PHARMACEUTICALS, INC.
      ---------------------------

                                            By: /s/ Cam L. Garner
                                                -------------------------------
                                                Cam L. Garner, 
                                                Chairman, President and Chief 
                                                 Executive Officer

                              POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints Cam L. Garner and James W. Newman, or either 
of them, as his true and lawful attorneys-in-fact and agents, with full power 
of substitution, for him and in his name, place and stead, in any and all 
capacities, to sign any and all amendments to this Annual Report on Form 
10-K, and to file the same, with all exhibits thereto, and other documents in 
connection therewith, with the Securities and Exchange Commission, granting 
unto said attorneys-in-fact and agents, full power and authority to do and 
perform each and every act and thing requisite and necessary to be done in 
connection therewith as fully to all intents and purposes as he might or 
could do in person, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or their substitute or substitutes may lawfully 
do or cause to be done by virtue hereof.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, 
THIS ANNUAL REPORT ON FORM 10-K/A HAS BEEN SIGNED BELOW BY THE FOLLOWING 
PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES 
INDICATED.

SIGNATURE                        TITLE                                DATE

/s/ Cam L. Garner          Chairman, President and             December 16, 1997
---------------------      Chief Executive Officer       
(Cam L. Garner)         (Principal Executive Officer) 
                         

/s/ David S. Kabakoff      Executive Vice President            December 16, 1997
---------------------            and Director
(David S. Kabakoff)          
                                   
/s/ James W. Newman     Senior Vice President, Finance and     December 16, 1997
---------------------       Administration, and Chief    
(James W. Newman)          Financial Officer (Principal   
                         Financial and Accounting Officer)
                   

/s/ Walter F. Spath           Senior Vice President,           December 16, 1997
---------------------    Sales and Marketing and Director 
(Walter F. Spath)       

/s/ James C. Blair                Director                     December 16, 1997
---------------------
(James C. Blair)                   

/s/ Herbert J. Conrad             Director                     December 16, 1997
---------------------
(Herbert J. Conrad)
                                   
/s/ Joseph C. Cook                Director                     December 16, 1997
---------------------
(Joseph C. Cook)                   

 /s/ David F. Hale                Director                     December 16, 1997
---------------------
(David F. Hale)                    

 /s/ Gordon V. Ramseier           Director                     December 16, 1997
---------------------
(Gordon V. Ramseier)               

 /s/ Charles G. Smith             Director                     December 16, 1997
---------------------
(Charles G. Smith)                 

                                       3

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                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES 
          AND REPORTS ON FORM 8-K                         
(a) 1. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 


       Consolidated Balance Sheets
       Consolidated Statements of Operations
       Consolidated Statements of Shareholders' Equity
       Consolidated Statements of Cash Flows
       Notes to Consolidated Financial Statements
       Independent Auditors' Report

(a) 2. INDEX TO FINANCIAL STATEMENT SCHEDULES

Financial statement schedules are omitted because they are not required, are not
applicable or the information is included in the consolidated financial
statements or notes thereto.

(a) 3. EXHIBITS                                                             

      EXHIBIT
        NO.                          DESCRIPTION
      -------                        -----------
15)     3.1    Articles of Incorporation of the Company, as amended        

2)      3.2    By-laws, as amended                                         

1)      10.1   Assumption Agreement, dated December 2, 1991, between 
               the Company and Silicon Valley Bank.                         

1)      10.6   Loan and Security Agreement, dated September 30, 1991, 
               between the Company and Silicon Valley Bank.                 

1)      10.7   Security Agreement, dated September 30, 1991, between the 
               Company and Silicon Valley Bank.                             

1)      10.8   Securities Purchase Agreement, dated August 20, 1991, 
               between the Company and the Investors listed on Schedule A 
               thereto, together with the related Form of Promissory Note, 
               Form of Stock Purchase Warrant, Form of Security Agreement 
               and Form of Registration Rights Agreement.                   

1)     10.19   License Agreement by and between the Company and Sterling 
               Drug Inc. currently known as Sterling Winthrop, Inc.,
               dated June 26, 1991 (with certain confidential portions 
               omitted).                                                    


                                            4
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1)      10.26  License Agreement by and between the Company and Mark B. 
               Mecikalski, M.D., dated June 1, 1990 (with certain 
               confidential portions omitted).                               

1)  +   10.52  Form of Employee Restricted Bonus Stock Agreement.            

    +   10.54  Form of Indemnification Agreement between the Company 
               and each of its directors.                                    

     +  10.55  Form of Indemnification Agreement between the Company and 
               each of its officers.                                         

2)      10.58  Bitolterol Mesylate  0.2% Inhalation Solution and 
               Tornalate-Registered Trademark- (Bitolterol Mesylate) 
               Metered Dose Inhaler License Agreement by and between 
               Sterling Winthrop, Inc. and Company, dated June 24, 1992 
               (with certain confidential portions omitted).                 

2)      10.59  Silicon Valley Bank Amendment to Loan Agreement 
               regarding Real Estate Loan.                                   

15)  +  10.60  The Company's 1992 Stock Option Plan, as amended.             

2)  +   10.61  Form of Employee Non-Statutory Stock Option Agreement.        

2)  +   10.62  Form of Employee Incentive Stock Option Agreement.            

2)  +   10.63  Form of Officer Incentive Stock Option Agreement.             

2)  +   10.64  Form of Automatic Grant Non-Employee Director Agreements.     

2)  +   10.65  Employment Agreement - Cam L. Garner dated May 7, 1990.       

4)      10.72  Form of Series W Warrant.                                     

5)      10.73  Assignment Agreement by and between the Company and Mark B. 
               Mecikalski, M.D., dated March 12, 1993 (with certain
               confidential portions omitted).                               

6)      10.80  Registration Rights Agreement by and between the Company 
               and Elan International Services Limited, as successor in
               interest, dated April 17, 1994.                            

        10.81  Letter Agreements between the Company and Elan International
               Services Limited, dated March 1, 1995 and September 3, 1996.

        10.82  Form of Common Stock Purchase Warrant between the Company and 
               Elan International Services Ltd.                              

7)      10.83  Product Licensing Agreement among Elan Corporation, plc, 
               Dura Delivery Systems, Inc. and the Company (with certain
               confidential portions omitted).                               

                                          5

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7)      10.84  Protein and Peptide Development Agreement between Elan 
               Corporation, plc and the Company (with certain confidential
               portions omitted).                                         

7)      10.85  Technology Access Agreement between Elan Corporation, plc 
               and the Company (with certain confidential portions 
               omitted).                                                   

8)      10.86  Silicon Valley Bank Amendment to Loan Agreement regarding 
               Real Estate Loan dated November 10, 1994.                   

9)      10.87  Business Combination Agreement dated March 15, 1995 between 
               Quintex, Ltd., Health Script Pharmacy Services, Inc. and
               the Company (including Schedules B, C, D and E).            

10)     10.88  Purchase Agreement dated June 14, 1995 between the Company 
               and Abbott Laboratories, Ross Products Division, including 
               list of Schedules and Exhibits thereto (with certain 
               confidential portions omitted).                              

11)     10.89  Restated Certificate of Incorporation of DDSI.             

11)     10.90  Agreement and Plan of Merger dated December 29, 1995 among 
               the Company, DDSI and Safari Acquisition Corporation.       

11)     10.91  Purchase Agreement by and among the Company, Spiros Corp. 
               and the entities listed on the Schedule of Purchasers.      

11)     10.92  Investors' Rights Agreement by and among the Company and 
               the investors listed on Schedule A thereto, dated December 
               29, 1995.                                                  

11)     10.93  Stockholders' Agreement by and among Spiros Corp., the 
               Company and the persons listed on Schedule A thereto, dated
               December 29, 1995.                                          

11)     10.94  Form of Series S Warrant.                                   

11)     10.95  Technology License Agreement by and among the Company, 
               DDSI and Spiros Corp., dated December 29, 1995.             

11)     10.96  Development and Management Agreement by and between the 
               Company and Spiros Corp., dated December 29, 1995 (with
               certain confidential portions omitted).                      

11)     10.97  Interim Manufacturing and Marketing Agreement by and between
               the Company and Spiros Corp., dated December 29, 1995.      

11)     10.98  Albuterol Purchase Option Agreement by and between the 
               Company and Spiros Corp., dated December 29, 1995.          

11)     10.99  Restated Certificate of Incorporation of Spiros Corp.       

13)     10.100 Agreement for Purchase and Sale of Assets, dated June 17, 
               1996 between the Company and Procter & Gamble 
               Pharmaceuticals, Inc. (with certain confidential portions
               omitted).                                                   

14)     10.101 Licensing Agreement dated August 21, 1996 between the 
               Company and Eli Lilly and Company (with certain confidential
               portions omitted). 

     10.102    Manufacturing Agreement dated August 21, 1996 between the 
               Company and Eli Lilly and Company (with certain confidential 
               portions omitted).

     11        Statements Re Computations of Net Income (Loss) Per Share.  

     13        1996 Annual Report to Shareholders (Only items incorporated 
               by reference)                                               

     23        Independent Auditors' Consent.                              

     24        Power of Attorney.                                          

                                      6

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     27        Financial Data Schedule.                                    

 1)  Incorporated by reference to the Company's Registration Statement on Form
     S-1 (No. 33-44525), filed on December 13, 1991, as amended.

 2)  Incorporated by reference to the Company's Form 10-K, filed on March 31,
     1993, as amended.

 3)  Incorporated by reference to the Company's Form 8-K, filed on September 15,
     1993.

 4)  Incorporated by reference to the Company's Registration Statement on Form
     S-3 (No. 33-71798), filed on December 13, 1993.

 5)  Incorporated by reference to the Company's Form 10-K, filed on March 31,
     1994, as amended.

 6)  Incorporated by reference to the Company's Form 10-Q, filed on August 5,
     1994.

 7)  Incorporated by reference to the Company's Form 10-Q, filed on October 17,
     1994, as amended.

 8)  Incorporated by reference to the Company's Form 10-K, filed on March 
     31, 1995.

 9)  Incorporated by reference to the Company's Form 8-K, filed on April
     6, 1995.       

10) Incorporated by reference to the Company's Form 8-K, filed on June
    20, 1995, as amended.

11) Incorporated by reference to the Company's Form 8-K, filed on January 9,
    1996, as amended.

13) Incorporated by reference to the Company's Form 8-K, filed on July 17,
    1996.

14) Incorporated by reference to the Company's Form 8-K, filed on September 19,
    1996, as amended.

15) Incorporated by reference to the Company's Form 10-Q, filed on August 14,
    1996.

+   Management contract or compensation plan or arrangement.


  (b)    REPORTS ON FORM 8-K. 
On December 20, 1996, the Company filed a Current Report on Form 8-K/A dated 
September 5, 1996 (which amended the Current Report of the Company on Form 
8-K filed on September 19, 1996) transmitting a revised Exhibit 2.1, with 
certain confidential portions omitted.

SUPPLEMENTAL INFORMATION

No Annual Report to Shareholders or Proxy materials have been sent to 
shareholders as of the date of this report.  The Annual Report to 
Shareholders and Proxy material will be furnished to the Company's 
shareholders subsequent to the filing of this report and the Company will 
furnish such material to the Securities and Exchange Commission at that 
time.

                                      7

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INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders
of Dura Pharmaceuticals, Inc.:

We have audited the accompanying consolidated balance sheets of Dura 
Pharmaceuticals, Inc. and subsidiaries as of December 31, 1995 and 1996, and 
the related consolidated statements of operations, shareholders' equity, and 
cash flows for each of the three years in the period ended December 31, 1996. 
These financial statements are the responsibility of the Company's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation. We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, such  consolidated  financial statements present fairly, in 
all material respects, the financial position of Dura Pharmaceuticals, Inc. 
and subsidiaries as of December 31, 1995 and 1996, and the results of their 
operations and their cash flows for each of the three years in the period 
ended December 31, 1996 in conformity with generally accepted accounting 
principles.

/s/ Deloitte & Touche LLP

San Diego, California
January 20, 1997
 
                                       8