<PAGE>
                                 UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                                  FORM 10-Q

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

           For the quarterly period ended September 30, 1997

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

For the transition period from _________ to _________

               Commission file number 0-27628

                            SUPERGEN, INC.
                            --------------
       (exact name of registrant as specified in its charter)
                                       
             DELAWARE                                    91-1841574
  (State or other jurisdiction              (IRS Employer Identification Number)
of incorporation or organization)                                 


TWO ANNABEL LANE, SUITE 220, SAN RAMON, CALIFORNIA                  94583
--------------------------------------------------                  -----
(Address of principal executive offices)                          (Zip Code)


                               (510) 327 - 0200
                               ----------------
             (Registrant's telephone number, including area code)
                                       
____________________________  Not applicable ___________________________________
           (Former name, former address and former fiscal year, 
                     if changed since last report)

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  XX        No 
                                                ------        ------

                     APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares of the registrant's Common Stock, $.001 par value, 
outstanding as of October 30, 1997, was 19,216,371.

<PAGE>

                                       
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

PART I    FINANCIAL INFORMATION                                                     PAGE NO.
<S>                                                                               <C>
Item 1 - Financial Statements
     
            Condensed Consolidated Balance Sheets as of
            September 30, 1997 and December 31, 1996                                    3

            Condensed Consolidated Statements of Operations for
            the three and nine month periods ended September 30, 1997 and
            1996 and for the period from inception to September 30, 1997                4

            Condensed Consolidated Statements of Cash Flows for
            the nine month periods ended September 30, 1997 and 1996
            and for the period from inception to September 30, 1997                     5

            Notes to Condensed Consolidated Financial Statements                        6

Item 2 - Management's Discussion and Analysis of
              Financial Condition and Results of Operations                             8
     
PART II   OTHER INFORMATION


Item 6 - Exhibits and Reports on Form 8-K                                              13

</TABLE>
                                       2
<PAGE>

                                SUPERGEN, INC.
                        (a development stage company)
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (unaudited)

<TABLE>
<CAPTION>

                                    ASSETS
                                                                  September 30,     December 31,
                                                                      1997              1996
                                                                  -------------     ------------
<S>                                                         <C>                <C>
Current assets:
     Cash and cash equivalents, including $1,000,000
       which is restricted                                      $  19,950,684    $  13,914,863
     Accounts receivable, net                                         212,681          182,840
     Inventories                                                    1,461,456        1,573,951
     Due from related parties                                         253,780                -
     Prepaid expenses and other current assets                      1,116,544          540,376
                                                                -------------    -------------
       Total current assets                                        22,995,145       16,212,030

Property, plant and equipment, net                                  2,498,063          411,483

Developed technology, net                                           1,254,790        1,266,683
Equity investment                                                     166,667                -
Equity investment in related party                                    500,000                -
Due from related party                                                110,000                -
Other assets                                                           40,010           45,620
                                                                -------------    -------------
       Total assets                                             $  27,564,675    $  17,935,816
                                                                -------------    -------------
                                                                -------------    -------------


                            LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable and accrued liabilities                    $  2,398,301       $  836,534
     Allowance for product returns                                    277,991           62,400
     Clinical trials accrual                                           89,973          205,620
     Accrued compensation and related expenses                        167,876          290,350
     Due to related parties                                                 -          334,074
     Amount due under asset purchase agreement                        500,000          500,000
                                                                -------------    -------------
       Total current liabilities                                    3,434,141        2,228,978

Stockholders' equity:
     Preferred stock, $.001 par value; 2,000,000 shares
      authorized; none outstanding                                          -                -
     Common stock, $.001 par value; 40,000,000 shares
      authorized; 18,634,156 and 16,930,292 shares
      issued and outstanding at September 30, 1997 and
      December 31, 1996, respectively                              54,474,924       40,026,551
     Common stock subscribed                                        5,432,488                -
     Deficit accumulated during the development stage             (35,776,878)     (24,319,713)
                                                                -------------    -------------
       Total stockholders' equity                                  24,130,534       15,706,838
                                                                -------------    -------------
       Total liabilities and stockholders' equity               $  27,564,675    $  17,935,816
                                                                -------------    -------------
                                                                -------------    -------------

</TABLE>

       See accompanying notes to condensed consolidated financial statements

                                       3
<PAGE>

                                SUPERGEN, INC.
                        (a development stage company)
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                (unaudited)

<TABLE>
<CAPTION>
                                                                                                                 March 1, 1991
                                                                                                                  (inception)
                                                     Three months ended               Nine months ended             through
                                                        September 30,                    September 30,           September 30,
                                                    1997            1996             1997           1996             1997
                                                ------------    -----------      ------------   ------------    --------------
<S>                                         <C>             <C>               <C>             <C>              <C>
Product sales,net                              $    301,557   $           -     $  1,282,455    $          -    $  1,508,417
Grant revenues                                            -          11,195                -          37,715          37,715
Contract revenues from related party                      -               -                -               -         181,202
                                               ------------   -------------     ------------    ------------    ------------
          Total revenues                            301,557          11,195        1,282,455          37,715       1,727,334

Operating expenses:
     Cost of sales                                  444,889               -        1,221,388               -       1,504,165
     Research and development                     2,275,103       2,294,688        6,733,845       4,330,611      21,985,477
     Sales and marketing                            440,057         263,913        1,231,111         419,858       2,766,950
     General and administrative                     911,499         820,739        2,173,220       1,515,515       5,976,505
     Non-cash charges for acquisition of in-
       process research and development           1,875,000               -        1,875,000               -       6,742,645
                                               ------------   -------------     ------------    ------------    ------------
          Total operating expenses                5,946,548       3,379,340       13,234,564       6,265,984      38,975,742
                                               ------------   -------------     ------------    ------------    ------------
Loss from operations                             (5,644,991)     (3,368,145)     (11,952,109)     (6,228,269)    (37,248,408)

Interest income                                     227,655         247,446          494,944         553,958       1,471,530
                                               ------------   -------------     ------------    ------------    ------------
Net loss                                       $ (5,417,336)  $  (3,120,699)    $(11,457,165)   $ (5,674,311)   $(35,776,878)
                                               ------------   -------------     ------------    ------------    ------------
                                               ------------   -------------     ------------    ------------    ------------

Net loss per share                             $      (0.30)  $       (0.19)    $      (0.66)   $      (0.36)
                                               ------------   -------------     ------------    ------------    
                                               ------------   -------------     ------------    ------------    
Weighted average shares used
  in net loss per share calculation              18,238,283      16,831,726       17,393,232      15,635,554
                                               ------------   -------------     ------------    ------------    
                                               ------------   -------------     ------------    ------------    

</TABLE>

       See accompanying notes to condensed consolidated financial statements

                                       4
<PAGE>
                                SUPERGEN, INC.
                        (a development stage company)
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (unaudited)
<TABLE>
<CAPTION>
                                                                                       March 1, 1991
                                                                                        (inception)
                                                           Nine months ended              through
                                                              September 30,            September 30,
                                                          1997            1996              1997
                                                      ------------    ------------     -------------
<S>                                               <C>               <C>             <C>
Operating activities:
     Net loss                                     $   (11,457,165)  $  (5,674,311)  $  (35,776,878)
     Adjustments to reconcile net
        loss to net cash used in
        operating activities:
           Depreciation and amortization                  375,315          65,314          624,295
           Non-cash charges related to
              acquisition of in-process
              research and development                  1,875,000               -        6,742,645
           Stock options granted to vendors               290,472          83,200          413,672
           Changes in operating assets and
              liabilities:
              Accounts receivable                         (29,841)              -         (212,681)
              Inventories                                 112,495      (1,935,516)      (1,461,456)
              Due from related parties                   (363,780)              -         (363,780)
              Prepaid expenses and other
                 current assets                          (576,168)       (366,348)      (1,116,544)
              Other assets                                  5,610          13,588          (40,010)
              Accounts payable, accrued
                 liabilities and accrued compensation   1,439,293         266,035        2,566,177
              Allowance for product returns               215,591               -          277,991
              Clinical trials accrual                    (115,647)        780,547           89,973
              Due to related parties                     (334,074)              -                -
                                                  ---------------   -------------   --------------
Net cash used in operating activities                  (8,562,899)     (6,767,491)     (28,256,596)
Investing activities:
     Purchase of property, plant and
        equipment                                      (2,300,002)       (307,760)      (2,957,148)
     Acquisition of developed technology                 (150,000)        (70,000)        (220,000)
     Purchase of equity investments                      (666,667)              -         (666,667)
                                                  ---------------   -------------   --------------
Net cash used in investing activities:                 (3,116,669)       (377,760)      (3,843,815)
Financing activities:
     Issuance of common stock and warrants             25,581,589      21,986,859       57,830,550
     Repurchase of common stock                        (7,866,200)              -       (7,866,200)
     Contract research funding from
        affiliated partnerships                                 -               -        2,086,745
                                                  ---------------   -------------   --------------
Net cash provided by financing activities              17,715,389      21,986,859       52,051,095
                                                  ---------------   -------------   --------------
Net increase in cash and cash equivalents               6,035,821      14,841,608       19,950,684
Cash and cash equivalents at beginning of period       13,914,863       1,815,420                -
                                                  ---------------   -------------   --------------
Cash and cash equivalents at end of period        $    19,950,684   $  16,657,028   $   19,950,684
                                                  ---------------   -------------   --------------
                                                  ---------------   -------------   --------------
</TABLE>

       See accompanying notes to condensed consolidated financial statements

                                       5


<PAGE>

                                       
                                SuperGen, Inc.
                         (a development stage company)
             Notes to Condensed Consolidated Financial Statements
                                 (unaudited)

1.   SuperGen, Inc. ("the Company") is a development stage pharmaceutical
     company dedicated to the acquisition, development and commercialization of
     products that treat life-threatening diseases, particularly cancer and
     blood cell (hematological) disorders, and other serious conditions such as
     obesity and diabetes. The Company began marketing acquired products in
     late 1996 and is developing its portfolio of drugs, many of which are
     proprietary.  The Company is also developing a group of proprietary blood
     cell disorder products for the treatment of anemia associated with renal
     failure, chemotherapy, radiotherapy and aplastic anemia.  The Company's
     proprietary obesity pill, which is being developed for chronic genetic
     obesity and general obesity, is in Phase II clinical studies.

2.   The accompanying unaudited condensed consolidated financial statements at
     September 30, 1997 and 1996 and for the three and nine month periods then
     ended, including the period from inception to date, have been prepared in
     accordance with generally accepted accounting principles for interim 
     financial information on a basis consistent with the audited financial 
     statements for the year ended December 31, 1996.  The condensed 
     consolidated financial statements for the three and nine month periods 
     ended September 30, 1997 include the accounts of the Company's wholly-owned
     Israeli subsidiary, Rubicon Pharmaceuticals, Ltd., which was formed in 
     June, 1996 and is currently inactive. All intercompany transactions and 
     balances have been eliminated. The statements include all adjustments 
     (consisting of normal recurring accruals) which in the opinion of the 
     Company's management are necessary for a fair presentation of the results 
     for the interim and inception to date periods presented.  The interim 
     results are not necessarily indicative of results that may be expected for 
     the full year.  The accompanying condensed consolidated financial 
     statements should be read in conjunction with the Company's audited 
     financial statements for the year ended December 31, 1996 which are 
     included in the Company's Annual Report on Form 10-K.

3.   Net loss per share information is computed using the weighted average
     number of shares of common stock outstanding during each period.  Common
     equivalent shares issuable upon the exercise of outstanding options and
     warrants to purchase shares of the Company's common stock (using the 
     treasury stock method) are not included in the calculation of the net loss 
     per share because the effect of their inclusion would be anti-dilutive.

     In February 1997, the Financial Accounting Standards Board issued
     Statement No. 128, Earnings per Share ("FAS 128") which is required to be
     adopted for the year ending December 31, 1997.  Under the new requirements
     for calculating primary (or basic) earnings per share, the dilutive effect
     of stock options will be excluded.  Options and warrants are currently
     excluded from the computation of loss per share as their effect is anti-
     dilutive.  Therefore, the Company does not anticipate any impact on its
     calculated loss per share as a result of the implementation of FAS 128.

                                       6
<PAGE>

4.   The Company has capitalized its Nipent-Registered Trademark- inventory, 
     which is being manufactured at a company controlled facility, at the 
     lower of cost (first-in, first-out) or market.  The Food and Drug 
     Administration (the "FDA") regulates and must approve the manufacturing 
     facility for a pharmaceutical such as Nipent-Registered Trademark- 
     before it may be sold.  The realization and classification of the 
     Nipent-Registered Trademark- inventory are not assured as they are 
     dependent upon future events, including manufacturing approval by the 
     FDA and the success of the Company's sales and marketing plans.
     
5.   On August 29, 1997 the Company closed a private placement of unregistered
     common shares for approximately $9.8 million.  The Company issued a 
     total of 888,907 shares for this placement in September 1997 and October 
     1997. 

6.   On September 4, 1997, the Company acquired exclusive worldwide rights to 
     a patented anti-cancer compound from the Stehlin Foundation for Cancer 
     Research. The Company paid consideration of 183,458 unregistered shares 
     of its common stock, which was valued at $1,875,000 for accounting 
     purposes and was recorded as a charge for the acquisition of in-process 
     technology.  On September 4, 1997, the Company also paid $500,000 in 
     cash as an advance to be applied to future collaborative development 
     payments due under this agreement.  Such development expense will be 
     charged to research and development when incurred.  In addition to 
     collaborative development payments, this agreement also calls for 
     additional payments in Company common stock upon the achievement of 
     specified milestones and royalties on any product sales.

7.   On October 21, 1997, the Company entered into an agreement with 
     Warner-Lambert Company under which SuperGen will exclusively supply 
     Nipent-Registered Trademark- for distribution throughout the world, 
     excluding North America, where SuperGen has the sole marketing rights, 
     and Japan.  Under the terms of the agreement, SuperGen will supply 
     Warner-Lambert Company (or its designee) with Nipent-Registered 
     Trademark-, up to a specified quantity per year, at a predetermined 
     price. Pricing for amounts in excess of the specified annual quantity 
     will be subject to negotiation.

8.   On November 3, 1997, the Company changed its state of incorporation from
     California to Delaware.  The reincorporation was effected by merging 
     SuperGen California into SuperGen Delaware (the "Merger").  Upon completion
     of the Merger, SuperGen California ceased to exist and SuperGen Delaware 
     continued to operate the business under the name SuperGen, Inc.

                                       7
<PAGE>

Item 2.
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Preliminary Note Regarding Forward-looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within 
the meaning of Section 27A of the Securities Act of 1933, as amended, and 
Section 21E of the Securities Exchange Act of 1934, as amended. These 
forward-looking statements represent the Company's expectations or beliefs 
concerning future events and include statements, among others, regarding the 
need for additional funding to support planned operations and product 
acquisitions. The Company's actual results may differ materially from the 
results projected in the forward-looking statements as a result of, among 
other things, lack of market acceptance of and demand for the Company's 
products, failure to obtain regulatory approval for product marketing and 
manufacturing activities, intense price or product competition, failure to 
sell existing inventories at prices sufficient to cover related costs, 
unanticipated cash needs, failure to obtain additional financing and other 
factors set forth below under "Factors Affecting Future Operating Results."

Results of Operations

INCEPTION TO DATE.

From the inception of the Company in 1991 through September 30, 1997 the 
Company incurred a cumulative net loss of approximately $35.8 million, 
including non-cash charges of $6.7 million for the acquisition of in-process 
research and development.  The Company expects its operating expenses to 
increase over the next several years as it expands its research and 
development and sales and marketing activities to promote Nipent-Registered 
Trademark- and other planned products. The Company expects to continue to 
incur significant additional operating losses.

THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED 
SEPTEMBER 30, 1996.

Total revenues were $301,557 in the third quarter of 1997 compared to $11,195 
in the same period in 1996.  Product sales, which were initiated in the 
fourth quarter of 1996, were responsible for the increase in revenue over the 
same period in 1996 and consisted primarily of sales of Nipent-Registered 
Trademark- acquired from a third party.  However, until manufacturing 
approval is obtained from the FDA, sales of Nipent-Registered Trademark- are 
limited to acquired inventory.  See "Factors Affecting Future Operating 
Results."  Revenue in the third quarter of 1996 consisted of grant revenues.

                                       8
<PAGE>

Research and development expenses for the third quarter of 1997 were 
$2,275,103, compared to $2,294,688 in the same period in 1996. The slight 
overall decrease in expense was primarily due to lower contract research and 
development costs stemming from a reduced level of clinical trials activity 
in the current quarter.  The effect of the reduced level of clinical trials 
activity was largely offset by startup costs related to the manufacture of 
Nipent-Registered Trademark- and costs associated with higher headcount and 
the greater number of research and development projects undertaken in the 
third quarter of 1997.  A non-cash charge of $1,875,000 for the acquisition 
of in-process technology was also incurred in the current quarter (see note 6 
to condensed consolidated financial statements).

Sales and marketing expenses were $440,057 in the third quarter of 1997 
compared to $263,913 in the same period in 1996.  The increased expense in 
the third quarter of 1997 was primarily due to payroll and other costs 
associated with increased staffing levels.  The number of sales personnel 
increased from five to nine between the third quarter of 1996 and the third 
quarter of 1997 due to the planned re-launch of Nipent-Registered Trademark- 
in anticipation of FDA approval of the Company's controlled manufacturing 
facility.

General and Administrative expenses were $911,499 in the third quarter of 
1997 compared to $820,739 in the same period in 1996.  The slight increase in 
operating expense was principally due to costs incurred for consulting 
services pertaining to investor relations and increased staffing levels.

NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 
30, 1996.

Total revenues were $1,282,455 in the first nine months of 1997 compared to 
$37,715 in the first nine months of 1996.  Product sales, which were 
initiated in the fourth quarter of 1996, were responsible for the increase in 
revenue over the same period in 1996.  Product revenues in the first nine 
months of 1997 consisted primarily of sales of Nipent-Registered Trademark- 
acquired from a third party. However, until manufacturing approval is 
obtained from the FDA, sales of Nipent-Registered Trademark- are limited to 
acquired inventory. See "Factors Affecting Future Operating Results."

Research and development expenses for the first nine months of 1997 were 
$6,733,845 compared to $4,330,611 in the same period in 1996.  The principal 
reasons for the increased expense in 1997 were charges for the acquisition of 
in-process technology of $831,000 incurred in the first quarter related to 
the acquisition of etoposide, a charge of $400,000 incurred in the second 
quarter related to a supply agreement for paclitaxel and startup costs 
incurred in the third quarter related to the manufacture of Nipent-Registered 
Trademark-. Costs associated with higher headcount and research and 
development activity levels also contributed to the greater expense in 1997 
as did increased legal and facilities costs and quantities of bulk drugs used 
for product research. These increases in operating expenses were partially 
offset by an decrease in contract research and development costs stemming 
from a reduced level of clinical trials activity in 1997 compared to the 
prior year. A non-cash charge of $1,875,000 for the acquisition of in-process 
technology was also incurred in the third quarter of 1997 (see note 6 to 
condensed consolidated financial statements).

                                       9
<PAGE>

Sales and marketing expenses were $1,231,111 in the first nine months of 1997 
compared to $419,858 in the same period in 1996. The Company commenced 
product sales in the fourth quarter of 1996, therefore, sales and marketing 
expenses incurred in the first nine months of 1996 were relatively modest.  
The increase in expense in the first nine months of 1997 was primarily due to 
payroll and other costs associated with increased levels of staffing.  Costs 
of promotional materials, sales-related services and sales and marketing 
facilities were also greater in the first nine months of 1997 compared to the 
same period last year.

General and Administrative expenses were $2,173,220 in the first nine months 
of 1997 compared to $1,515,515 in the same period in 1996.  The increase was 
largely due to the greater administrative support needed for the increased 
activities in both research and development and sales and marketing.  Payroll 
costs were higher in 1997 due to increased headcount in the areas of 
administration, finance and investor relations.  Costs for service providers 
were higher in 1997 primarily due to increased investor relations activity 
following the Company's initial public offering in March 1996.  Legal costs 
were also higher in 1997 due primarily to legal and other costs associated 
with the Company's first annual report and proxy statement.

Liquidity and Capital Resources

The Company has financed its operations since inception primarily through 
private equity sales totaling $10.4 million, contract research funding of 
$2.1 million from research and development agreements with its Affiliated 
Partnerships, net proceeds of $21.5 million from the sale of Common Stock and 
Warrants in its initial public offering in March 1996 and private placements 
of $25.1 million in common stock in the second and third quarters of 1997. 
Through September 30, 1997, the Company had incurred a cumulative net loss of 
$35.8 million, of which $6.7 million related to non-cash charges to 
operations for the acquisition of in-process research and development.

The Company's cash and cash equivalents were $13.9 million at December 31, 
1996 and $19.9 million at September 30, 1997.  The net cash increase of $6.0 
million in the first nine months of 1997 was principally due to proceeds 
from both the July 1997 private placement of $15.3 million and the August 
1997 private placement of $9.8 million.  These cash inflows were partially 
offset by the net loss for the first nine months of 1997 of $11.5 million, 
the repurchase of shares of common stock from Israel Chemicals Ltd. totaling 
$7.9 million, expenditures on new production and laboratory facilities, and 
acquisitions of equity investments and developed technology.

                                       10
<PAGE>

The Company believes that its current cash and cash equivalents will satisfy 
its budgeted cash requirements for approximately the next eighteen months, 
based on its current operating plan.  The Company is continuing to actively 
consider the acquisition of products and product candidates which would 
require significant financial commitments. The Company may seek additional 
funding through public or private financings or collaborative or other 
arrangements with third parties.  The Company has no credit facility or other 
committed sources of capital.  There can be no assurance that additional 
funds will be available on acceptable terms, if at all.  See "Factors 
Affecting Future Operating Results".

                   FACTORS AFFECTING FUTURE OPERATING RESULTS

The future operating results of the Company are highly uncertain, and the 
following factors should be carefully reviewed in addition to the other 
information contained in this quarterly report on Form 10-Q.

The Company has incurred losses in every fiscal period and expects to 
continue to incur significant operating losses.  The Company acquired the 
right to distribute four anti-cancer products in the third quarter of 1996 
and product sales commenced in October 1996.  The Company acquired inventory 
and manufacturing and distribution rights to a fifth anti-cancer product and 
commenced sales of that product in the first quarter of 1997.  However, there 
can be no assurance that product sales will exceed the related product and 
selling expenses due to intense competition and significant selling price and 
gross margin decline of drugs such as etoposide.  In addition, the Company 
currently has a limited approved supply of the products it is marketing, 
including Nipent-Registered Trademark-.  While the Company is seeking FDA 
approval of its manufacturing facility to provide adequate supplies to meet 
market demand, there is no assurance that the Company will be able to 
replenish its supplies on a timely basis. Failure to do so would materially 
adversely affect the Company's results of operations. Also, there is no 
assurance that any of the Company's proprietary products will ever be 
successfully developed, receive and maintain required governmental regulatory 
approvals, become commercially viable or achieve market acceptance.

The Company has only limited experience in manufacturing and procuring 
products in commercial quantities, selling pharmaceutical products and 
negotiating, setting up or maintaining strategic relationships and conducting 
clinical trials and other late stage phases of the regulatory approval 
process. There can be no assurance that the Company will successfully engage 
in any of these activities.

                                       11
<PAGE>

The Company's need for additional funding is expected to be substantial and 
will be determined by the progress and cost of the development and 
commercialization of its products and other activities. The Company is 
continuing to actively consider future contractual arrangements which would 
require significant financial commitments. Based on the Company's current 
operating plan, additional funds will be needed by early 1999.  Moreover, if 
the Company experiences unanticipated cash requirements during the interim 
period, the Company could require additional funds much sooner.  The source, 
availability, and terms of such funding have not been determined.  Although 
funds may be received from the sale of equity securities or the exercise of 
outstanding warrants and options to acquire common stock of the Company, 
there is no assurance any such funding will occur.

The Company faces numerous other risks in the operation of its business, 
including, but not limited to, protecting its proprietary technology and 
trade secrets and not infringing those of others; attaining market acceptance 
and a competitive advantage; entering into agreements with others to source, 
manufacture, market and sell its products; obtaining required governmental 
approval for manufacturing and marketing its products; attracting and 
retaining key personnel in research and development, manufacturing, 
marketing, sales and other operational areas; managing growth, if any; and 
avoiding potential claims by others in such areas as product liability and 
environmental matters. In addition, competition in the pharmaceutical 
industry is intense, and price competition for  generic products is 
particularly intense. For example, the prices for etoposide have decreased 
significantly in 1997 due to increased competition.

The above factors are not intended to be inclusive and there may be numerous 
other areas subjecting the Company's operating results to risk.  Failure to 
satisfactorily achieve any of the Company's objectives or avoid any of the 
above or other risks would likely have a material adverse effect on the 
Company's business and results of operations.


                                       12
<PAGE>
                                       
                                       
                                SUPERGEN, INC.
                        PART II  -  OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K

  (a)   Exhibit No.

           27     Financial Data Schedule - electronic filing only


  (b)   During the third quarter of 1997 the Company filed a Form 8-K dated 
        July 2, 1997. The Form 8-K described an agreement with an investment 
        entity owned by Lawrence J. Ellison, Founder and Chairman of Oracle 
        Corporation, to purchase approximately $15 million of SuperGen common 
        stock in a private placement for $9.00 per share, with the right to 
        purchase up to approximately $8 million of common stock at the same 
        price until the end of January 1998. The terms of the agreement 
        include warrants to purchase additional shares of common stock, for 
        up to approximately $17 million at $13.50 per share.

                                       13
<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.
                                        
                                                  SuperGen, Inc.

Date  November 12, 1997                 By    /s/  Joseph Rubinfeld
      -----------------                   ---------------------------------
                                              Joseph Rubinfeld, Ph.D.
                                        Chief Executive Officer, President,
                                        Chief Scientific Officer and Director
                                        (Principal Executive Officer)


Date   November 12, 1997                By    /s/  Henry C. Settle, Jr.
      -----------------                   ---------------------------------
                                                Henry C. Settle, Jr.
                                        Chief Financial Officer
                                        (Principal Financial Officer)


                                       14
<PAGE>

                                INDEX OF EXHIBITS


The following exhibits are included herein:

       27  Financial Data Schedule - electronic filing only.





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