FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the quarterly period ended: March 31, 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   0-19410

                                  HemaSure Inc.
             (Exact Name of Registrant as Specified in its charter)

         Delaware                                                   04-3216862
(State or other jurisdiction of                               (I.R.S. Employer 
 incorporation or organization)                           Identification Number)


                140 Locke Drive, Marlborough, Massachusetts 01752
               (Address of Principal Executive Offices) (Zip Code)

                                 (508) 485-6850
              (Registrant's telephone number, including area code)


         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

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

 Common Stock, par value $.01 per share                      8,121,484
 --------------------------------------                      ---------
              Class                                   Outstanding at May 6, 1997




<PAGE>



                                                   HemaSure Inc.

                                                       INDEX



<TABLE>
<CAPTION>
                                                                                                                Page
Part I       FINANCIAL INFORMATION



Item 1.      Financial Statements

<S>                                                                                                              <C>
             Consolidated Balance Sheets as of  March 31, 1997 and December 31, 1996                             3

             Consolidated Statements of Operations for the Three Month Periods Ended
             March 31, 1997 and 1996                                                                             4

             Consolidated Statements of Cash Flows for the Periods Ended March 31, 1997
             and 1996                                                                                            5

             Notes to Consolidated Financial Statements                                                          6



Item 2.      Management's Discussion and Analysis of Financial Condition and Results of
             Operations                                                                                          9



Part II      OTHER INFORMATION                                                                                  11

Item 1.      Legal Proceedings                                                                                  11

Item 6.      Exhibits and Reports on Form 8-K                                                                   11

             Signatures                                                                                         13

</TABLE>



                                                       2


<PAGE>



                                          PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
                                                  HemaSure Inc.
                                           Consolidated Balance Sheets
                                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                           March 31,            December 31,
(In thousands )                                                               1997                  1996
                                                                             ------                -----
ASSETS

Current assets:
<S>                                                                           <C>                  <C>    
  Cash and cash equivalents                                                   $ 4,811              $ 5,527
  Marketable securities                                                         9,066               11,369
  Accounts receivable                                                             308                  283
  Inventories                                                                     648                  376
  Assets held for sale                                                            150                  500
  Prepaid expenses                                                                 57                  208
                                                                              -------              -------

  Total current assets                                                         15,040               18,263

Property and equipment, net                                                     2,140                2,245

Other assets                                                                       64                   52
                                                                              -------              -------

  Total assets                                                                $17,244              $20,560
                                                                              =======              =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                             $  902             $  1,612
  Accrued expenses                                                              1,651                1,573
  Note payable - current portion                                                   28                    -
  Capital lease obligations-current portion                                       242                  234
                                                                               ------              -------

 Total current liabilities                                                      2,823                3,419
Capital lease obligations                                                         497                  525
Note payable                                                                      112                    -
Convertible subordinated note payable                                           8,687                8,687
                                                                               ------               ------

 Total liabilities                                                             12,119               12,631
                                                                               ------               ------

Stockholders' equity:
  Common stock                                                                     81                   81
  Additional paid-in capital                                                   60,738               60,702
  Unearned compensation                                                         (349)                (398)
  Unrealized holding loss of available for sale marketable securities             (2)                  (3)

  Accumulated deficit                                                        (55,343)             (52,453)
                                                                             --------             --------

 Total stockholders' equity                                                     5,125                7,929
                                                                              -------              -------

 Total liabilities and stockholders' equity                                  $ 17,244              $20,560
                                                                             ========              =======

</TABLE>

                                   The accompanying notes are an integral part
                                    of the consolidated financial statements.




                                                       3
<PAGE>



                                  HemaSure Inc.
                      Consolidated Statements of Operations
                        For The Three Month Periods Ended
                             March 31, 1997 and 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                          Three-month periods
                                                                                            ended March 31,
(In thousands, except per share amounts )
<S>                                                                               <C>                    <C>

                                                                                  1997                   1996
                                                                                  ----                   ----

Revenues:

  Product sales                                                                   $551                    $23
  Product sales to related parties                                                   -                     13
  Collaborative research and development                                             -                     46
                                                                                                        -----

        Total revenues                                                             551                     82
                                                                                ------                  -----

Costs and expenses:

  Cost of products sold                                                          1,032                    390
  Cost of products sold to related parties                                           -                     13
  Cost of collaborative research and development                                     -                     35
  Research & development                                                           885                  1,542
  Selling, general and administrative                                            1,413                  1,216
                                                                               -------                -------


        Total costs and expenses                                                 3,330                  3,196
                                                                               -------                -------

Loss from operations                                                           (2,779)                (3,114)

Interest income                                                                    181                    601
Interest expense                                                                 (291)                   (17)
Other income (expense)                                                             (1)                   -
                                                                                 -----                 ---


Net Loss                                                                     $ (2,890)              $ (2,530)
                                                                             =========              =========


  Net loss per share                                                         $  (0.36)               $ (0.31)

Weighted average number of common
 shares outstanding                                                              8,115                  8,041

</TABLE>



                   The accompanying notes are an integral part
                    of the consolidated financial statements.




                                                       4


<PAGE>



                                                   HemaSure Inc.
                                       Consolidated Statements of Cash Flows
                                            For the Three Month Periods
                                           Ended March 31, 1997 and 1996
                                                    (Unaudited)
<TABLE>
<CAPTION>

                                                                            Three-month periods
 (In thousands)                                                               ended March 31,


                                                                           1997                  1996
                                                                           ----                  ----

Cash flows from operating activities:
<S>                                                                         <C>               <C>      
  Net loss                                                                   (2,890)          $ (2,530)
  Adjustments to reconcile net loss to net cash
   used in operating activities
    Depreciation and amortization                                                273                139
    Accretion of marketable securities discount                                    9              (164)

  Changes in operating assets and liabilities:
     Net assets of discontinued business                                         350
    Accounts receivable                                                         (25)                 27
    Inventories                                                                (272)                 19
    Prepaid expenses                                                             151              (110)
    Accounts payable and accrued expenses                                      (632)                133
                                                                             -------             ------

  Net cash (used in) operating activities                                    (3,036)            (2,486)

Cash flows from investing activities:
  Purchase of available-for-sale marketable securities                       (29,772)           (71,788)
  Maturities of available-for-sale marketable securities                      32,067             66,197
  Additions to property and equipment                                           (81)              (471)
  Decrease in other assets                                                      (12)                (2)
                                                                             -------             ------

  Net cash provided from (used in) investing activities                        2,202            (6,064)

Cash flows from financing activities:
  Proceeds from issuance of common stock                                          36                 54
  Borrowing under note payable arrangements                                      140                  -
  Repayments of capital lease obligations                                       (58)               (65)
                                                                              ------            -------

  Net cash provided from (used in) financing activities                          118               (11)

Net (decrease) in cash                                                         (716)            (8,561)

Cash and cash equivalents at beginning of period                               5,527             23,028
                                                                             -------           --------

Cash and cash equivalents at end of period                                   $ 4,811            $14,467
                                                                             =======            =======

</TABLE>

                                    The accompanying notes are an integral part
                                     of the consolidated financial statements.




                                                       5


<PAGE>



                                                   HemaSure Inc.
                                    Notes To Consolidated Financial Statements


1.       Basis of Presentation

         The  accompanying  financial  statements  are  unaudited  and have been
         prepared on a basis substantially consistent with the audited financial
         statements.

         Certain information and footnote  disclosures  normally included in the
         Company's  annual  statements  have  been  condensed  or  omitted.  The
         consolidated   interim   financial   statements,   in  the  opinion  of
         management,   reflect  all  adjustments   (including  normal  recurring
         accruals) necessary for a fair statement of the results for the interim
         periods ended March 31, 1997 and 1996.

         The results of operations for the interim  periods are not  necessarily
         indicative  of the results of  operations to be expected for the fiscal
         year. These interim financial  statements should be read in conjunction
         with the audited  financial  statements for the year ended December 31,
         1996,  which are contained in the Company's  Annual Report on Form 10-K
         (File No. 0-19410),  filed with the Securities and Exchange  Commission
         on March 31, 1997.


2.       Inventories

         Inventories consist of the following:

         (In thousands)

<TABLE>
<CAPTION>
                                                                March 31, 1997            December 31, 1996
                                                                --------------            -----------------
<S>                                                             <C>                       <C>

             Raw Materials                                          $    228                      $     240
             Work in progress                                            349                            122
             Finished goods                                               71                             14
                                                                      ------

                                                                    $    648                      $     376
                                                                    ========


3.       Property and Equipment

         Property and equipment consists of the following:

         (In thousands)
                                                                March 31, 1997            December 31, 1996
                                                                --------------


          Property and equipment                                    $ 3,728                      $    3,618

          Less accumulated depreciation and                          (1,645)                         (1,421)
                                                                    --------
         amortization

                                                                      2,083                            2,197

                   Construction in progress                              57                               48
                                                                      -----

                                                                    $ 2,140                       $    2,245
                                                                    =======
</TABLE>




                                                       6


<PAGE>



4.       Note payable

         In March  1997,  the  Company  exercised  its  right,  under  the lease
         arrangement  of  its  Marlborough  Massachusetts  facility,  to  have a
         portion of its leasehold improvements financed and received $140,000 in
         connection  with this  arrangement.  This  amount  will be repaid in 60
         equal monthly installments at a rate of 12% per annum.

5.       Convertible subordinated note payable

         In January 1997,  the Company  entered into a  Restructuring  Agreement
         pursuant  to which the  Company  restructured  the debt  related to its
         acquisition of Novo  Nordisk's  plasma  products unit.  Pursuant to the
         Restructuring Agreement, approximately $23,000,000 of indebtedness owed
         to Novo Nordisk was restructured by way of issuance by HemaSure to Novo
         Nordisk  of a 12%  convertible  subordinated  promissory  note  in  the
         principal  amount of $11,700,000,  which is due and payable on December
         31,  2001,  with  interest  payable  quarterly  (provided  that  up  to
         $3,000,000  may be  forgiven in certain  circumstances).  Approximately
         $8,500,000 of the  reduction of such  indebtedness  was  forgiven.  The
         remainder  of the  reduction  represents  a net  amount  due from  Novo
         Nordisk to HemaSure related to various service arrangements between the
         two  companies.  The amount  included in the balance sheet at March 31,
         1997 and December 31, 1996 includes the effect of the restructuring net
         of the  $3,000,000  contingency  amount to  reflect  the most  probable
         result of the  Company's  decision  to exit the  plasma  business.  All
         amounts  outstanding  under such note are  convertible by either party,
         commencing  January 1998,  into shares of common stock,  par value $.01
         per share of HemaSure at a conversion price equal to $10.50 per share.


6.       Litigation

         The Company is a defendant in two lawsuits  brought by Pall Corporation
         ("Pall").  In complaints filed in February 1996 and November 1996, Pall
         alleged that  HemaSure's  manufacture,  use and/or sale of the LeukoNet
         product infringes upon three patents held by Pall.

         On October 14, 1996 in connection with the first action concerning U.S.
         Patent  No.  5,451,321,  the  Company  filed for  summary  judgment  of
         noninfringement.  Pall filed a cross  motion for  summary  judgment  of
         infringement  at the same time.  The parties are  awaiting  the Court's
         decision.

         With respect to the second action concerning U.S. Patent Nos. 4,340,479
         (the "'479 patent") and 4,952,572  (the "572 patent"),  the Company has
         answered the  complaint  stating that it does not infringe any claim of
         the  asserted  patents.  Further,  the Company has  counterclaimed  for
         declaratory    judgment    of    invalidity,     noninfringement    and
         unenforceability  of the '572  patent,  and a  declaratory  judgment of
         noninfringement of the '479 patent, as a result of a license.

         The Company  believes,  based on advice of its patent  counsel,  that a
         properly  informed court should  conclude the  manufacture,  use and/or
         sale by the Company or its  customers of the present  LeukoNet  product
         does  not  infringe  any  valid  enforceable  claim of the  three  Pall
         patents.  However,  there can be no  assurance  that the  Company  will
         prevail in the pending litigations,  and an adverse outcome in a patent
         infringement  action  would  have  a  material  adverse  effect  on the
         Company's future business and operations.

         On November  1, 1996,  the  Company  filed a  complaint  in the Supreme
         Court,  State of New  York,  County of New York,  against  Pharmacia  &
         Upjohn,  Inc. ("P&U").  In its complaint,  the Company seeks to receive
         damages arising out of the alleged breach by Pharmacia & Upjohn ("P&U")
         of an  agreement  to sell to the Company  P&U's  plasma  pharmaceutical
         business   located  in   Stockholm,   Sweden.   The   complaint   seeks
         compensatory,  consequential  and  punitive  damages.  There  can be no
         assurance  that the Company will prevail in this  litigation or, if the
         Company does so prevail, as to the amount of damages, if any, that will
         be awarded or that the Company may collect.




                                                       7
<PAGE>



7.       Subsequent Events

         In April 1997, the Company, as a result of exiting the plasma business,
         determined to focus management  resources on its core business of blood
         filtration  technologies.  In  connection  therewith,  Eugene J.  Zurlo
         (Chairman),   Steven  H.  Rouhandeh   (President  and  Chief  Executive
         Officer), Edward W. Kelly (Executive Vice President and Chief Operating
         Officer)  and  Jeffrey  B.  Davis  (Senior  Vice  President  and  Chief
         Financial  Officer) were relieved of their duties.  John F. McGuire was
         named  President and CEO and Timothy J. Barberich was named Chairman of
         the  Board.   The  Company  expects  to  incur  a  one-time  charge  of
         approximately  $1,300,000  in the second  quarter 1997 related to these
         management actions.


                                                       8


<PAGE>




Item 2.  Management's Discussion and Analysis
         of Financial Condition and Results of Operations


Results of Operations

         Overview

HemaSure  was  established  in December  1993 as a  wholly-owned  subsidiary  of
Sepracor Inc.  ("Sepracor").  Prior to that date,  its business was conducted as
part of Sepracor's  bioprocessing division.  Effective as of January 1, 1994, in
exchange for 3,000,000 shares of Common Stock,  Sepracor transferred to HemaSure
its technology relating to the manufacture, use and sale of medical devices.

The Company is utilizing  its  proprietary  filtration  technologies  to develop
products to increase the safety of donated  blood and to improve  certain  blood
transfusion  procedures.  The  Company's  products are designed for use in blood
centers and hospital blood banks worldwide.  From inception through fiscal 1995,
HemaSure sold non-blood related filter products primarily to Sepracor, a related
party, for use in chemical processing applications.  As the Company continues to
focus its efforts in the medical device sector,  it does not expect sales of its
non-blood related products to continue in any material respect.

The Company is subject to risks common to  companies  in the medical  technology
industry,  including,  but not  limited  to,  development  by the Company or its
competitors  of new  technological  innovations,  dependence  on key  personnel,
protection of proprietary technology, and compliance with the regulations of the
United  States  Food & Drug  Administration  (the  "FDA")  and  similar  foreign
governmental agencies.

         Three months ended March 31, 1997 and 1996

Revenues  were  $551,000  for the  quarter  ended  March 31,  1997,  which  were
comprised of the  Company's  leukoreduction  filter,  compared to $82,000 in the
same period in 1996,  representing  an increase  in revenues of  $469,000.  This
increase was primarily  attributable  to increased  sales of the  leukoreduction
filter,  which  was  offset,  in part,  by the fact that  revenues  in the first
quarter  1996  include (i) product  sales to Sepracor of $13,000  which were not
repeated  in  the  first  quarter  1997  and  (ii)  collaborative  research  and
development  revenues of $46,000  related to the  Company's  Phase II SBIR grant
which began in March 1995.

Total cost of products sold exceeded  total product sales in both periods due to
the start-up  costs of new product  introduction  and the high costs  associated
with low volume production.

Research and  development  expenses  were  $885,000 in the first quarter of 1997
compared to $1,542,000 in the first quarter of 1996  representing  a decrease of
$657,000.  This decrease is primarily  attributable to a lower level of spending
associated with the Company's  SteriPath Blood Pathogen  Inactivation System (an
Investigational  Device Exemption application was filed with the FDA in December
1996 and is being  reviewed by the FDA).  The Company has  determined to suspend
activities  of its  SteriPath  Blood  Inactivation  System  program  which would
further reduce or eliminate spending associated with such program.

Selling,  general and  administrative  expenses  were  $1,413,000  for the three
months ended March 31, 1997  compared to  $1,216,000  for the three months ended
March 31, 1996, representing an increase of approximately $197,000. The increase
in the three month period is  primarily  attributable  to increased  management,
travel and facility costs in connection  with business  expansion  efforts which
began in 1996 and have been curtailed as of April 1997.

Interest  income was $181,000 for the quarter  ended March 31, 1997  compared to
$601,000  for the quarter  ended March 31,  1996 due to lower  average  cash and
marketable  securities  balances available for investment.  Interest expense for
the  quarter  ended  March 31,  1997 was  $291,000  compared  to $17,000 for the
quarter  ended March 31, 1996,  representing  an increase of $274,000  which was
related to  interest  expense on a  convertible  subordinated  note payable
which was not in existence  during the first  quarter 1996 and a higher average
capital lease obligation balance.




                                        9
<PAGE>



Liquidity and Capital Resources

The Company had cash and cash  equivalents of $4,811,000 as of March 31, 1997 as
compared to $5,527,000 as of December 31, 1996,  representing  a net decrease in
cash and cash equivalents of $716,000.  This decrease is attributable  primarily
to net cash  used in  operating  activities  of  $3,036,000  offset  by net cash
provided from  investing  activities  of  $2,202,000  and net cash provided from
financing activities of $118,000.

Net cash used in operating activities is primarily  attributable to the net loss
of $2,890,000, an increase in inventories of $272,000 and lower accounts payable
and accrued  expenses  balances of $632,000 offset in part by depreciation  and
amortization  of $273,000 and the receipt of $350,000  related to the net assets
of discontinued  business. Net cash provided from investing activities
relates to  available-for-sale  marketable  securities  investing  activities of
$2,294,000 offset in part by additions to property and equipment of $81,000.

In June 1994,  the Company  executed an agreement  with a third party to license
certain technology.  The Company agreed to pay to such third party,  pursuant to
the terms of the  agreement,  license fees of  $1,200,000  payable in four equal
annual   installments,   and  royalties  for  commercial  sale  of  any  product
incorporating  this  technology.  Pursuant to the terms of such  agreement,  the
Company  has paid such third party  $900,000  to date.  Pursuant to the terms of
this agreement, the final payment of $300,000 is due in July 1997.

In January 1997, the Company  entered into a  Restructuring  Agreement with Novo
Nordisk,  pursuant to which the  Company  restructured  the debt  related to its
acquisition  of  Novo   Nordisk's   plasma   products  unit.   Pursuant  to  the
Restructuring Agreement,  approximately $23,000,000 of indebtedness owed to Novo
Nordisk was restructured by way of issuance by HemaSure to Novo Nordisk of a 12%
convertible subordinated promissory note in the principal amount of $11,700,000,
which is due and payable on December 31, 2001, with interest  payable  quarterly
(provided  that up to  $3,000,000  may be  forgiven  in certain  circumstances).
Approximately $8,500,000 of the reduction of such indebtedness was forgiven. The
remainder  of the  reduction  represents  a net amount due from Novo  Nordisk to
HemaSure related to various service arrangements between the two companies.  The
amount  included in the balance  sheet at March 31, 1997 and  December  31, 1996
includes  the  effect of the  restructuring  net of the  $3,000,000  contingency
amount to reflect the most probable result of the Company's decision to exit the
plasma  business.  All amounts  outstanding  under such note are  convertible by
either party,  commencing  January 1998, into shares of common stock,  par value
$.01 per share, of HemaSure at a conversion price equal to $10.50 per share.

In April  1997,  the  Company,  as a result  of  exiting  the  plasma  business,
determined  to  focus  management  resources  on  its  core  business  of  blood
filtration  technologies.  In connection therewith,  Eugene J. Zurlo (Chairman),
Steven H. Rouhandeh  (President and Chief  Executive  Officer),  Edward W. Kelly
(Executive  Vice  President  and Chief  Operating  Officer) and Jeffrey B. Davis
(Senior Vice  President  and Chief  Financial  Officer)  were  relieved of their
duties. John F. McGuire was named President and CEO and Timothy J. Barberich was
named Chairman of the Board.  The Company  expects to incur a one-time charge of
approximately  $1,300,000 in the second quarter 1997 related to these management
actions.

The Company believes that its available cash balances  together with its current
operating plan will be sufficient to fund the Company's  operations  through the
first quarter of 1998. The Company's cash  requirements may vary materially from
those now planned because of factors such as successful development of products,
results of product testing,  the approval process at the FDA and similar foreign
agencies,  commercial  acceptance of new products,  patent  developments and the
introduction of competitive products.


                                       10


<PAGE>






                                                     PART II.
                                                 OTHER INFORMATION


Items  1. Legal Proceedings

         The Company is a defendant in two lawsuits  brought by Pall Corporation
         ("Pall").  In complaints filed in February 1996 and November 1996, Pall
         alleged that  HemaSure's  manufacture,  use and/or sale of the LeukoNet
         product infringes upon three patents held by Pall.

         On October 14, 1996 in connection with the first action concerning U.S.
         Patent  No.  5,451,321,  the  Company  filed for  summary  judgment  of
         noninfringement.  Pall filed a cross  motion for  summary  judgment  of
         infringement  at the same time.  The parties are  awaiting  the Court's
         decision.

         With respect to the second action concerning U.S. Patent Nos. 4,340,479
         (the "'479 patent") and 4,952,572 (the "'572 patent"),  the Company has
         answered the  complaint  stating that it does not infringe any claim of
         the  asserted  patents.  Further,  the Company has  counterclaimed  for
         declaratory    judgment    of    invalidity,     noninfringement    and
         unenforceability  of the '572  patent,  and a  declaratory  judgment of
         noninfringement of the '479 patent, as a result of a license.

         The Company  believes,  based on advice of its patent  counsel,  that a
         properly  informed court should  conclude the  manufacture,  use and/or
         sale by the Company or its  customers of the present  LeukoNet  product
         does  not  infringe  any  valid  enforceable  claim of the  three  Pall
         patents.  However,  there can be no  assurance  that the  Company  will
         prevail in the pending litigations,  and an adverse outcome in a patent
         infringement  action  would  have  a  material  adverse  effect  on the
         Company's future business and operations.

         On November  1, 1996,  the  Company  filed a  complaint  in the Supreme
         Court,  State of New  York,  County of New York,  against  Pharmacia  &
         Upjohn,  Inc. ("P&U").  In its complaint,  the Company seeks to receive
         damages arising out of the alleged breach by Pharmacia & Upjohn ("P&U")
         of an  agreement  to sell to the Company  P&U's  plasma  pharmaceutical
         business   located  in   Stockholm,   Sweden.   The   complaint   seeks
         compensatory,  consequential  and  punitive  damages.  There  can be no
         assurance  that the Company will prevail in this  litigation or, if the
         Company does so prevail, as to the amount of damages, if any, that will
         be awarded or that the Company may collect.

Items  2  -  5.   None

Item   6. Exhibits and Reports on Form 8-K

                  a)  Exhibits

                            The exhibits listed in the Exhibit Index immediately
                            preceding  the  exhibits are filed as a part of this
                            Quarterly Report on Form 10-Q.

                  b)  Reports on Form 8-K

                            Current  Report on Form 8-K, dated January 23, 1997,
                            which reported the Company's entering into a 
                            certain Restructuring  Agreement,  dated as of
                            January  23, 1997, by and between the Company, 
                            the Company's U.S. and Danish subsidiaries, and 
                            Novo Nordisk A/S.

                            Current  Report on Form 8-K,  dated  April 2,  1997,
                            which  reported  certain  changes  in the  Company's
                            management.



                                                       11


<PAGE>



                            Current Report on Form 8-K/A1, dated April 16, 1997,
                            which amended the Company's  Current  Report on Form
                            8-K, dated April 2, 1997.



                                                       12


<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.





                                       HEMASURE INC.


Date:    May 15, 1997                  By: /s/ James B. Murphy
                                           -------------------
                                           Name:  James B. Murphy
                                           Title: Senior Vice President Finance
                                                  and Administration






Date:    May 15, 1997                  /s/ James B. Murphy
                                       -------------------
                                       Name:  James B. Murphy
                                       Title: Senior Vice President Finance
                                              and Administration
                                              (Principal Financial Officer)


                                                       13


<PAGE>



                                                   Exhibit Index

         The following exhibits are filed as part of this Quarterly Report on
Form 10-Q.


<TABLE>
<CAPTION>

                                                                                                                 Sequential
    Exhibit No.                                              Description                                          Page No.

<S>                                                                                                                <C>
       2.1**           Heads of Agreement, dated as of January 31, 1996, between the Company and
                       Novo Nordisk A/S.

       3.1*            Certificate of Incorporation of the Company.

       3.2*            By-Laws of the Company.

       4.1*            Specimen Certificate for shares of Common Stock, $.01 par value, of the
                       Company.

       4.2***          Registration Rights Agreement, dated January 23, 1997, by and among the
                       Company and Novo Nordisk A/S.

      10.1****         Restructuring Agreement, dated January 23, 1997, between
                       the Company, HemaPharm Inc., HemaSure A/S and Novo
                       Nordisk A/S.

      10.2***          Convertible Subordinated Note Due December 31, 2001 in the amount of U.S.
                       $11,721,989, issued by the Company to Novo Nordisk A/S, dated January 23,
                       1997.

      11.1             Statement regarding computation of earnings per share.

      21.1             Subsidiaries of the Company.

      27.1             Financial Data Schedule.

</TABLE>

------------------------

*       Incorporated herein by reference to the Company's Registration Statement
        on Form S-1, as amended (File No. 33-75930).

**      Incorporated herein by reference to the Company's Annual
        Report on Form 10-K for the year ended December 31, 1995.

***     Incorporated herein by reference to the Company's Annual
        Report on Form 10-K for the year ended December 31, 1996.

****    Incorporated by reference to the Company's Current Report on
        Form 8-K filed with the Securities and Exchange Commission
        on February 27, 1997.


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