FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                    Quarterly Report under Section 13 of the
                         Securities Exchange Act of 1934

                          Quarter ended March 31, 2001


                         Commission File Number 0-24320


                           NaPRO BIOTHERAPEUTICS, INC.


Incorporated in Delaware                                   IRS ID No. 84-1187753

                             6304 Spine Road, Unit A
                                Boulder, CO 80301
                                 (303) 530-3891


NaPro BioTherapeutics, Inc. (1) has filed all reports required to be filed by
Section 13 of the Securities Exchange Act of 1934 during the preceding 12
months, and (2) has been subject to such filing requirements for the past 90
days.

The number of shares outstanding of each of the issuer's classes of common stock
as of May 5, 2001:

Common Stock, $.0075 par value                               27,403,805
Non-voting Common Stock, $.0075 par value                       395,000


Total number of pages in document--16



<PAGE>



                                             NaPro BioTherapeutics, Inc.

                                                  Table of Contents

                                                                         Page
Part I        Financial Information

         Consolidated Financial Statements

              Balance Sheet                                                 3

              Operations Statement                                          5

              Cash Flow Statement                                           6

              Notes to Consolidated Financial Statements                    8

         Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                          8

         Quantitative and Qualitative Disclosures about Market Risk        14


Part II       Other Information

         Legal Proceedings                                                 14

         Changes in Securities                                             15

         Defaults Upon Senior Securities                                   15

         Submission of Matters to a Vote of Security Holders               15

         Other Information                                                 15

         Exhibits and Reports on Form 8-K                                  15


Signatures                                                                 16



<PAGE>



                                           Part I. Financial Information


Item 1.       Consolidated Financial Statements
<TABLE>
<CAPTION>

                                               NaPro BioTherapeutics, Inc.
                                                      Balance Sheet
                                                         Assets

                                                                                   March 31,             December 31,
                                                                                     2001                    2000
                                                                                    ------                  ------
                                                                                  (unaudited)

Current assets:
<S>                                                                              <C>                     <C>
                Cash and cash equivalents                                        $    21,254 ,000          $  18,982,000
                Accounts receivable                                                     3,152,000              1,413,000
                Inventory:
                         Raw materials                                                  2,531,000              2,409,000
                         Work-in-process                                                2,429,000              1,438,000
                         Finished goods                                                 1,461,000              1,926,000
                                                                                 ----------------          -------------
                                                                                        6,421,000              5,773,000
                         Prepaid expense and other                                      1,558,000              1,461,000
                                                                                 ----------------          -------------
         Total current assets                                                          32,385,000             27,629,000

         Property and equipment, net                                                   10,405,000              9,637,000
         Inventory, raw materials                                                         646,000                484,000
         Other assets                                                                     303,000                251,000
                                                                                 ----------------          -------------
         Total assets                                                            $     43,739,000          $  38,001,000
                                                                                 ================          =============
</TABLE>



                               See accompanying notes.


                                      3

<PAGE>




                                               NaPro BioTherapeutics, Inc.
                                                      Balance Sheet
                                          Liabilities and Stockholders' Equity
<TABLE>
<CAPTION>

                                                                                   March 31,             December 31,
                                                                                     2001                    2000
                                                                                     ----                    ----
                                                                                  (unaudited)
Current liabilities:
<S>                                                                               <C>                   <C>
                Accounts payable                                                  $     2,975,000       $      3,371,000
                Accrued payroll and payroll taxes                                       1,393,000                955,000
                Notes payable                                                             228,000                135,000
                Deferred income                                                         1,100,000                      -
                                                                                  ---------------       ----------------
Total current liabilities                                                               5,696,000              4,461,000

Notes payable--long term                                                               14,939,000             14,953,000
Deferred income--long term                                                              6,308,000                      -


Stockholders' equity:
         Preferred stock, $.001 par value:
                Authorized shares--2,000,000
                Issued--none (unaudited in 2001)                                                -                      -
         Non-voting common stock, convertible on disposition
                into voting common stock, $.0075 par value:
                Authorized shares--1,000,000
                Issued and outstanding shares--395,000 (unaudited
                     in 2001)                                                               3,000                  3,000
         Common stock, $.0075 par value:
                Authorized shares--45,000,000
                Issued shares--26,807,882 in 2001 (unaudited),
                26,758,144 in 2000                                                        202,000                201,000
       Additional paid-in capital                                                      89,279,000             88,970,000
       Accumulated deficit                                                            (71,346,000)           (69,245,000)
       Treasury stock--405,885 shares at cost (unaudited in 2001)                      (1,342,000)            (1,342,000)
                                                                                  ---------------          -------------
Total stockholders' equity                                                             16,796,000             18,587,000
                                                                                  ---------------          -------------
Total liabilities and stockholders' equity                                        $    43,739,000          $  38,001,000
                                                                                  ===============          =============
</TABLE>


                           See accompanying notes.



                                                         4

<PAGE>
<TABLE>
<CAPTION>
                                                NaPro BioTherapeutics, Inc.
                                                     Operations Statement
                                                         (Unaudited)
                                                                                                     Quarter Ended
                                                                                                       March 31,
                                                                                               2001                 2000
                                                                                               ----                 ----
<S>                                                                                           <C>                <C>
Product sales                                                                                 $ 3,931,000        $     733,000

Expense:
        Research, development and cost of
           products sold                                                                        4,298,000            2,116,000
        General and administrative                                                              1,837,000            1,574,000
                                                                                              -----------        -------------
                                                                                                6,135,000            3,690,000
                                                                                              -----------        -------------
Operating loss                                                                                 (2,204,000)          (2,957,000)

Other income expense:
        License fee                                                                                92,000                    -
        Interest income                                                                           271,000               29,000
        Interest expense                                                                         (260,000)            (111,000)
                                                                                              -----------        -------------
        Net loss                                                                              $(2,101,000)       $  (3,039.000)
                                                                                              ===========        =============

Basic and diluted net loss per share                                                          $    (0.08)        $      ( 0.13)
                                                                                              ==========         =============

Weighted average shares outstanding                                                           26,376,125           23,079,691
                                                                                              ==========           ==========

</TABLE>



                  See accompanying notes.

                                                         5

<PAGE>
<TABLE>
<CAPTION>
                           NaPro BioTherapeutics, Inc.
                               Cash Flow Statement
                                   (Unaudited)
                                                                            Three Months Ended
                                                                                March 31,
                                                                        2001                 2000
                                                                        ----                 ----
Operating activity
<S>                                                                   <C>                  <C>
Net loss                                                              $  (2,101,000)       $  (3,039,000)
Adjustments to reconcile net loss to net cash
       provided (used) by operating activity:
       Depreciation                                                         326,000              373,000
       Accretion of debt issue cost                                          10,000               10,000
       Compensation paid with common stock
            and stock options                                                40,000                    -
       Retirement contributions paid with common stock                            -              221,000
       Changes in operating assets and liabilities:
            Accounts receivable                                          (1,739,000)             731,000
            Inventory                                                      (810,000)            (775,000)
            Prepaid expense and other assets                               (149,000)             (27,000)
            Accounts payable                                               (396,000)            (219,000)
            Accrued liabilities                                             438,000              (71,000)
            Deferred income                                               7,408,000                    -
                                                                      -------------        -------------
Net cash provided (used) by operating activity                            3,027,000           (2,796,000)
Investing activity
       Additions to property and equipment                               (1,094,000)             (58,000)
                                                                      -------------        -------------
Net cash used by investing activity                                      (1,094,000)             (58,000)
Financing activity
       Proceeds from notes payable                                          147,000            2,077,000
       Payments on notes payable                                            (78,000)             (56,000)
       Proceeds from exercise of stock options
            and warrants                                                    270,000              481,000
                                                                      -------------        -------------
Net cash provided by financing activity                                     339,000            2,502,000
                                                                      -------------        -------------
Net increase (decrease) in cash and cash equivalents                      2,272,000             (352,000)
Cash and cash equivalents at beginning of period                         18,982,000            1,937,000
                                                                      -------------        ------------
Cash and cash equivalents at end of period                            $  21,254,000        $   1,585,000
                                                                      =============        =============

</TABLE>


                     See accompanying notes.






                                                         6

<PAGE>
<TABLE>
<CAPTION>
                  NaPro BioTherapeutics, Inc. and Subsidiaries
                        Consolidated Cash Flow Statement
                                   (Unaudited)

                                                                           Three Months Ended
                                                                                March 31,
                                                                        2001                 2000
                                                                        ----                 ----
Supplemental schedule of activity

<S>                                                                   <C>                 <C>
Interest paid                                                         $     261,000       $      105,000

Noncash transactions:
       Issuance of common stock to prepay retirement
            plan contributions                                                    -              647,000
       Depletion of plantation cost to inventory                                  -                9,000

</TABLE>


                    See accompanying notes.




                                                         7

<PAGE>



                           NaPro BioTherapeutics, Inc.

                   Notes to Consolidated Financial Statements
                                 March 31, 2001


         Basis of Presentation

The accompanying financial statements are unaudited. However, in the opinion of
management, the financial statements reflect all adjustments, consisting of only
normal recurring adjustments, necessary for fair presentation. Interim results
of operations are not indicative of results for the full year. These financial
statements should be read in conjunction with the NaPro Annual Report on Form
10-K for the year ended December 31, 2000.

         European Agreement

In March 2001 NaPro entered into an agreement with F.H. Faulding & Co., Limited,
covering development and sale of paclitaxel in Europe. This agreement is
separate from another with Faulding covering other countries. Under the European
agreement, Faulding paid an up-front licensing fee of $7.5 million. NaPro may be
obligated to return up to $2 million of the fee should certain future events not
occur. In accordance with accounting principles generally accepted in the U.S.,
NaPro has capitalized the $7.5 million as deferred income and amortizes $5.5
million of the payment to license fee income over five years. The remaining $2
million will be deferred until certain mutually agreed upon events occur. If
such events do not occur, NaPro may be required to refund part or all of the $2
million.

         Common Stock

In April 2001, NaPro received a $5 million milestone payment under the strategic
licensing, development and marketing agreement with Abbott Laboratories. The
milestone payment was in the form of cash for 888,889 shares of common stock at
$5.625 per share.

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

The following discussion and analysis provides information that management
believes is relevant to an assessment and understanding of our results of
operations and financial condition. You should read this discussion in
conjunction with the financial statements and notes included elsewhere in this
report. Special Note: Certain statements set forth below constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, referred to as the "Reform Act". See "Special
Note Regarding Forward Looking Statements."

General

NaPro BioTherapeutics, Inc. is a biopharmaceutical company focused on the
development, production and licensing of complex natural product pharmaceuticals
as well as the development and licensing of novel genetic technologies for
applications in human therapeutics and diagnostics, pharmacogenomics and agri-

biotechnology. Natural product substances have been, and continue to be, the
primary source of new prototype chemotherapeutic anti-cancer agents. Our lead
product is paclitaxel, a naturally occurring chemotherapeutic anti-cancer agent
found in certain species of yew, or Taxus trees. In addition to our

                                                         8

<PAGE>



efforts with paclitaxel and genetics, we are also working on several types of
compounds which have promising activity as anti-cancer agents. We believe some
of these agents function by new and novel mechanisms, which may increase their
likelihood of success as new chemotherapeutics. We are also actively engaged in
evaluating the in-licensing or purchase of potential new products and/or
technologies, whether or not those products or technologies are derived from
natural products. Our evaluations of new products and technologies may involve
examination of individual molecules, classes of compounds or platform
technologies, in the cancer field and otherwise. Acquisitions of new products or
technology may involve the purchase of, or merger with, other companies.

We continue to incur substantial expense for research and development related to
preclinical and clinical studies, improving manufacturing processes and other
development activity. Accordingly, we have incurred significant operating
losses, including operating losses of approximately $16.2 million and $10.8
million for the years ended December 31, 2000 and 1999, respectively. For the
quarter ended March 31, 2001, we incurred an operating loss of $2.2 million,
resulting in an accumulated deficit of $71.3 million as of March 31, 2001. We
expect that we will continue to have a high level of operating expense and will
be required to make significant up-front expenditures in connection with our
paclitaxel biomass procure ment, product development and research and
development activities. We anticipate that operating losses will continue until
such time, if ever, as we are able to generate sufficient revenue to support our
operations.

Primarily, our ability to generate sufficient revenue to support our operations
depends upon the successful completion of our paclitaxel development program.
Our strategy for that program has been to form strategic alliances through
long-term exclusive agreements with major pharmaceutical companies. On July 23,
1999, we entered into an exclusive collaborative agreement of up to 20 years
covering the U.S. and Canada with Abbott Laboratories to develop and
commercialize one or more formulations of paclitaxel for the treatment of a
variety of cancers. Under our agreement with Abbott, we are responsible for
supply of bulk drug and clinical trials are conducted jointly. Abbott is
responsible for finishing, regulatory filings, marketing, and sale of the
finished drug product. Most primary decisions related to the paclitaxel
development program are made by a joint Abbott-NaPro Development Committee. In
March 2001, we and Abbott filed an ANDA with the FDA for paclitaxel.

In connection with the Abbott agreement, we may receive total funding of up to
$118 million in the form of development and marketing milestone payments, a
secured loan and equity investments. In July 1999 we received an initial $1
million fee. Through April 2001 Abbott has purchased 2,000,000 shares of our
common stock for a total purchase price of $11 million, including 888,889 shares
purchased in April 2001 for $5 million.

Contingent upon our successful achievement of all development milestones,
including the payments received through April 2001, we could receive up to $41
million consisting of $30 million in development fees and $11 million for the
purchase of 2 million shares of common stock.

In addition, we have access to a total of $20 million under a secured loan
arrangement with Abbott, including draws through March, 2001 of $15.1 million.
The loan bears a primary interest rate of 6.5% and is due in full on the earlier
of: (i) the second anniversary of the first sale of finished product by Abbott
to a wholesaler or end-user customer following approval of finished product by
the FDA; (ii) the termination of the Abbott agreement; or (iii) January 1, 2007.
The loan is limited to a borrowing base of collateralized assets, recomputed
monthly. Substantially all of our hard assets are collateralized as security for
the loan.


                                                         9

<PAGE>



Contingent upon receiving regulatory approval and achieving certain commercial
sales thresholds over several years, we may receive additional milestone
payments from Abbott in the range of zero up to $57 million. We cannot assure
that regulatory approval or sales thresholds will be achieved.

Under terms of the agreement, Abbott will purchase bulk drug from us. If the
paclitaxel product is approved and commercialized, Abbott will pay a percentage
of its net paclitaxel sales to us, less Abbott's payments for purchase of bulk
drug. Abbott may terminate the agreement at any time with or without cause.
Should Abbott terminate without cause, it is obligated to make payments to us.

In 1992 we entered into a 20-year exclusive agreement with F.H. Faulding & Co.,
Ltd., Australia's largest domestic pharmaceutical company, for the clinical
development, sale, marketing and distribution of our paclitaxel. Faulding, with
2000 sales of approximately $1.2 billion, actively markets anti-cancer
pharmaceuticals and other health care products in Australia, Asia and other
countries throughout the world. In 2000, we amended the Faulding agreement to,
among other things, add additional countries to Faulding's exclusive territory.
In 2001 we entered into a separate agreement with Faulding covering development
and sale of our paclitaxel in Europe. Including the new agreement for Europe,
the Faulding territory includes substantially all of the world other than the
U.S., Canada, Japan, Israel, the former Soviet Union and parts of Africa.
Faulding has received marketing approval for, and is selling our paclitaxel as
ANZATAX(TM) in more than 20 countries.

In Europe, we are responsible for regulatory filings and will supply paclitaxel
raw material exclusively to Faulding to formulate and finish the product. We
cannot assure that we will receive regulatory approval in Europe. Should we
receive approval, Faulding will then market and sell the final proprietary
paclitaxel formulation in Europe. We will share equally the net sales of the
product in Europe. Under the agreement, Faulding paid an up-front licensing fee
to us of $7.5 million. We may be obligated to return up to $2 million of the fee
should certain future events not occur.

In January 2001 we received approval in Israel to sell paclitaxel under the
trade name Biotax(TM). We have established an exclusive supply and distribution
agreement with Tzamal Pharma for the development and distribution of paclitaxel
in Israel. The Israeli Ministry of Health has approved Biotax for use in a
variety of cancers and Tzamal has already received orders representing a
meaningful share of the Israeli paclitaxel market.

In 1998 we suspended manufacturing operations in a facility in British Columbia.
We no longer need that facility. We have removed the equipment from it and have
returned it to its owner.

Results of Operations

Quarter ended March 31, 2001, compared to the quarter ended March 31, 2000 Sales
for the 2001 quarter were $3.9 million, an increase of $3.2 million from the
2000 quarter. The increase related primarily to a $1.7 million increase in sales
to Faulding, to $2.4 million, and to sales to Abbott and Tzamal which were not
present in the 2000 quarter. In March 2001 we expanded the license to Faulding
to include all of Europe, increasing the Faulding territory to more than 100
countries. While shipments to Faulding have increased, we cannot assure an
increased level of sales in future periods. Shipments to strategic partners may
vary significantly on a quarter-to-quarter basis depending on a number of
factors including the level of sales to the customers of the strategic partners,
changes in approved markets, and the level of inventory carried by the strategic
partners. This quarter-to-quarter variability will continue until stable
commercial

                                                         10

<PAGE>



demand has been established for our paclitaxel in a major market.  Should we
receive U.S. ANDA approval for paclitaxel, we expect sales to increase.

Research and development and cost of products sold expense for the 2001 quarter
was $4.3 million, an increase of $2.2 million from the 2000 quarter. The
increase resulted primarily from an increase in the cost of products sold
because of higher sales volume, partially offset by production efficiencies.

General and administrative expense for the 2001 quarter was $1.8 million, an
increase of $200,000 from the 2000 quarter. The increase was primarily
attributable to increased recruiting and payroll related expense.

In the 2001 quarter we earned $100,000 of license fee income. We had no
comparable income in the 2000 quarter. This income related to a license fee paid
in conjunction with the expansion of the Faulding territory to include Europe.

Liquidity and Capital Resources

Our capital requirements have been and will continue to be significant. As of
March 31, 2001, we had a working capital balance of $26.7 million compared to a
working capital balance of $23.1 million as of December 31, 2000. We have a $20
million secured borrowing arrangement with Abbott, of which $15.1 million was
outstanding as of March 31, 2001. To date, we have funded our capital
requirements primarily with the net proceeds of public offerings of common stock
of approximately $21.1 million, with private placements of equity securities of
approximately $49.8 million, with the exercise of warrants and options of $6.8
million and with net borrowing of $15.1 million.

Our agreement with Abbott is expected to be a significant ongoing capital
source. See Management's Discussion and Analysis - General.

We believe our existing capital, anticipated sales in 2001, and available
borrowing and milestone payments from our development partners can provide
adequate funding for our necessary operations and capital expenditures in the
near future. However, pharmaceutical development and manufacturing, and the
related capital expenditures, are costly processes. We may in-license or
purchase new products or technologies. We therefore may seek substantial
additional capital in the near future, if it is available at financially
acceptable terms. We cannot assure that we will be able to do so.

Working Capital and Cash Flow Cash and cash equivalents increased $2.3 million
to $21.3 million for the quarter ended March 31, 2001, from $19 million at
December 31, 2000. During the 2001 quarter net cash provided by operations of $3
million and by financing activity of $300,000 was offset by investment activity
of $1.1 million.

Inventory was $7.1 million at March 31, 2001. The amount of inventory is
dependent on a number of factors, including the shipping requirements of our
strategic partners, our production planning for meeting those needs, and the
timing of biomass harvests. Inventory balances may vary significantly during
product development and launch periods.

Capital Expenditures We spent $1.1 million during the 2001 quarter for capital
projects. These expenditures primarily included expansion of our manufacturing
and other facilities, plantation cost and

                                                         11

<PAGE>



laboratory equipment.  We anticipate additional expenditures in the near term,
particularly for expansion of manufacturing facilities.

The amount and timing of future capital expenditures will depend upon numerous
factors, including:

     the cost of manufacturing scale-up for paclitaxel;

     the development of new products;

     the cost of manufacturing resources for new products;

     the nature of our relationship with our strategic partners;

     the establishment of additional strategic relationships;

     the progress of our research and development programs;

     the magnitude and scope of these activities;

     the cost of preparing, filing, prosecuting, maintaining and enforcing
     patent claims and other intellectual property rights;

     competing technological and marketing developments; and

     changes in or terminations of existing strategic relationships.

For 2001 we are anticipating significant expenditures for improving efficiency
and expanding capacity at our existing facilities. We are also expecting to
complete the design for, and begin construction of, a new large-scale facility
during 2001. The expanded scope of our research and development activity will
require significant additions to laboratory equipment. All of these factors, and
others, lead us to expect a significant increase in capital expenditures in the
near future. Although we may seek additional long-term financing to fund the
increases in capital expenditures, we cannot assure that we can obtain such
financing on terms which are economically viable for us.

Net Operating Loss Carryforwards As of December 31, 2000, we had approximately
$59 million of net operating loss carryforwards to offset future taxable income.
The Tax Reform Act of 1986 contains provisions that limit the utilization of net
operating loss carryforwards if there has been a "change of ownership" as
described in Section 382 of the Internal Revenue Code. Such a change of
ownership may limit our utilization of our net operating loss carryforwards, and
could be triggered by sales of securities by us or our stockholders.

Special Note Regarding Forward-looking Statements

This report contains forward-looking statements that involve known and unknown
risks, including, without limitation, statements containing the words
"believes", "anticipates", "estimates", "may" and words of similar import or
statements of management's opinion or statements that are not historical fact.
Such forward-looking statements include, among others:

     statements concerning our plans, objectives and future economic prospects,
     such as matters relative to seeking and obtaining additional strategic
     partners and developing new products;

     the availability of patent and other protection for our intellectual
     property;

     the completion of preclinical trials, clinical trials and regulatory
     filings;

     the prospects for and timing of regulatory approvals;

     the need and plans for and availability of additional capital;

     the amount and timing of capital expenditures;

     the timing of product introductions and sales;

     the availability of raw materials;

                                                         12

<PAGE>



     prospects for future operations; and

     other statements of expectations, beliefs, future plans and strategies,
     anticipated events or trends and similar expressions concerning matters
     that are not historical facts.

Such forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause our actual results, performance or
achievements, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among other things, the
following:

     the inability to obtain regulatory approvals for paclitaxel or a delay in
     such opprovals;

     competition from Bristol and other existing and new producers of paclitaxel
     and other drugs;

     technological advances in cancer treatment and drug development that may
     obsolesce paclitaxel;

     the risks associated with patent litigation;

     the ability to obtain rights to technology;

     the ability to obtain, maintain and enforce patents;

     the ability to maintain trade secrets;

     the ability to obtain raw materials and commercialize manufacturing
     processes;

     the effectiveness of our paclitaxel and other pharmaceuticals we develop in
     treating disease;

     the results of preclinical and clinical studies;

     the results of research and development activities;

     the ability to purchase or license new products;

     the successful development of new products;

     the business abilities and judgment of our management and other personnel;

     the ability to hire skilled personnel to perform research and development
     and to run our manufac turing operations;

     the ability of contract manufacturers to perform adequately under
     anticipated contracts;

     changes in and compliance with governmental regulations;

     the decision-making processes of regulatory agencies;

     the effect of capital market conditions and other factors on capital
     availability;

     the ability of Abbott, Faulding and Tzamal to perform their obligations
     under their existing agreements with us;

     our ability to perform our obligations under our existing and future
     agreements;

     our ability to establish relationships with a capable strategic partner to
     develop and market our paclitaxel in Japan;

     our limited relevant operating history upon which an evaluation of its
     prospects can be made;

     the effect on sales, cash flow and earnings from foreign exchange rate
     fluctuations; adverse economic and general business conditions; and

     other factors referenced in this report.

These factors are not intended to be an all-inclusive enumeration of the
business risks we face. Reference is also made to the risk factors discussed in
our registration statement filed with the Securities and Exchange Commission on
December 1, 2000. The forward-looking statements included in this report
represent our view as of the date of this report. The reader should not assume
that the statements made herein remain accurate at any future date. We do not
intend to update these statements and undertake no duty to any person to make
any update under any circumstance.


                                                         13

<PAGE>
Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

During the quarter ended March 31, 2001, the majority of our revenue resulted
from sales of paclitaxel to Faulding.

Faulding purchases paclitaxel from us at a price that varies in proportion to
the price at which Faulding sells paclitaxel. Under the Faulding agreement, we
are paid a fixed percentage of Faulding's sales price for paclitaxel. Each year,
Faulding estimates the sales price it will receive for paclitaxel in the
upcoming year, and, based upon that estimate, we determine the price we will
charge Faulding (the "Unadjusted Price"). We recognize the corresponding sales
at the time of shipment of paclitaxel to Faulding. However, Faulding's actual
selling price may differ from the amounts originally budgeted and indicated to
us by Faulding. On or about May 31, 2001, Faulding will communicate to us the
final amount and type of sales made during the year ended March 31, 2001, and an
adjustment will be calculated that may increase or decrease our sales of
products to Faulding during that year.

Faulding's sales are made in the currencies of each of the countries in which it
sells our paclitaxel. As a result, our revenue from sales is affected by
fluctuations in the value of these various foreign currencies relative to the
U.S. dollar. One of Faulding's largest single markets is Australia, accounting
for approxi mately 24% of Faulding's commercial sales during the year ended
March 31, 2000. In the past, fluctua tions in various currencies, especially the
Australian dollar, were a significant factor in reductions in the price we
charge Faulding. If changes in foreign currency markets continue to cause a
decrease in the price per gram we receive from Faulding, there could be a
material adverse effect on our earnings and cash flow.

To the extent our efforts in developing international markets outside the
Faulding territory are successful, we may face similar foreign currency exchange
risk as that described above for Faulding.

Certain statements set forth in Item 3 may constitute "forward-looking
statements".  See "Special Note Regarding Forward-looking Statements."


                           Part II--Other Information

Item 1.  Legal Proceedings

In September 2000 we and Abbott filed a patent infringement suit in the U.S.
District Court for the District of Colorado against Bristol alleging
infringement of U.S. Patent numbers 5,972,992 and 5,977,164 which relate to
paclitaxel. In November 2000 we amended the complaint to add U.S. Patent number
6,140,359 to our claims of patents that Brisol is infringing. Bristol has
asserted defenses that if successful, would result in the invalidity or
unenforceability of the patents. A finding of invalidity or unenforceability of
the patents could have a material adverse affect on us. The trial is set for
June 2002. We intend to vigorously prosecute the case.

Existing regulatory approvals have a direct impact on the clinical and marketing
strategy we are pursuing.

In December 1992, Bristol obtained NDA approval in the U.S. for its paclitaxel
product. Under the Waxman-Hatch Act, a non-patented drug such as paclitaxel that
gains approval through an NDA process is granted a five-year period of marketing
exclusivity, which prevents submission by another party of an ANDA for generic
substitutes until such period of exclusivity expires. Bristol's exclusivity
period in the United States expired in December 1997. However, additional
Waxman-Hatch Act provisions may result in an additional 30 month delay in the
approval of an ANDA if the sponsor (in this case Bristol) has listed

                                                         14

<PAGE>



a patent related to the product with the FDA, and institutes a lawsuit based on
that patent prior to the time that a generic approval is received. Bristol
currently has several patents related to paclitaxel listed. In March 2001, we
and Abbott filed an ANDA for paclitaxel with the FDA. If Bristol files a lawsuit
against us or Abbott based upon those patents, Abbott's ANDA approval in the
United States could be delayed. A statute comparable to the Waxman-Hatch Act
exists in Europe, although the related period of exclusivity is ten years. We
believe that Bristol's European exclusivity period ends in 2003.

Item 2.  Changes in Securities.  None

Item 3.  Defaults upon Senior Securities.  None

Item 4. Submission of Matters to a Vote of Securities Holders.  None

Item 5.  Other Information.  None

Item 6.  Exhibits and Reports on Form 8-K.  None



                                                         15

<PAGE>


                                   Signatures


Pursuant to the requirements of the Securities Exchange Act of 1934, we have
duly caused this report to be signed on our behalf.


                                             NaPro BioTherapeutics, Inc.


May 14, 2001                                 /s/ Leonard P. Shaykin
                                             Leonard P. Shaykin
                                             Chairman of the Board of Directors
                                             Chief Executive Officer
                                             (Principal Executive Officer)


May 14, 2001                                 /s/ Gordon Link
                                             Gordon Link
                                             Vice President and Chief Financial
                                             Officer
                                             (Principal Financial Officer)



May 14, 2001                                 /s/ Robert L. Poley
                                             Robert L. Poley
                                             Controller
                                             (Principal Accounting Officer)