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 April 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 0-22354

                         MARTEK BIOSCIENCES CORPORATION
             (Exact name of registrant as specified in its charter)



                               Delaware 52-1399362
           (State of Incorporation) (IRS Employer Identification No.)

                   6480 Dobbin Road, Columbia, Maryland 21045
                    (Address of principal executive offices)

        Registrant's telephone number including area code: (410)740-0081

                                      None
(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. X Yes No



      Common stock, par value $.10 per share: 13,612,894 shares outstanding
                               as of June 9, 1997


 
                                  Page 1 of 14
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MARTEK BIOSCIENCES CORPORATION

Balance Sheets
($ in thousands)
--------------------------------------------------------------------------------
                                                  April 30,       October 31,
                                                    1997             1996
--------------------------------------------------------------------------------
                                                (Unaudited)
Assets:
Current assets:
     Cash and cash equivalents                      $1,852            $8,633
     Short-term investments and 
       marketable securities                        28,107            30,759
     Accounts receivable                               797               322
     Inventories  (Note 4)                           2,063             1,841
     Prepaid expenses                                  361               134
     Other current assets                              228               125
                                                --------------------------------
Total current assets                                33,408            41,814
Property, plant and equipment, net                  15,839            15,309
                                                --------------------------------

                                                   $49,247           $57,123
                                                ================================


Liabilities and stockholders' equity:
Current liabilities:
     Accounts payable                                 $679              $642
     Accrued liabilities                             1,351             1,495
     Current portion of notes payable                1,265             4,371
                                                --------------------------------
Total current liabilities                            3,295             6,508

Long-term portion of notes payable                   3,959             1,199
Commitments and contingencies (Note 2)

Stockholders' equity:
  Preferred stock, $.01 par value, 
     4,700,000 shares authorized; none
     issued or outstanding.                           ---               ---
  Series A junior participating preferred
     stock, $.01 par value, 300,000 shares
     authorized; none issued or outstanding.          ---               ---
  Common stock, $.10 par value; 30,000,000
     shares authorized at April 30, 1997 
     and at October 31, 1996; 13,595,694 
     and 13,392,250 shares issued at April 30,
     1997 and October 31, 1996, respectively.        1,360             1,339
     Additional paid-in capital                     78,668            78,268
     Accumulated deficit                           (38,035)          (30,191)
                                                --------------------------------
Total stockholders' equity                          41,993            49,416
                                                --------------------------------

                                                   $49,247           $57,123
                                                ================================

See accompanying notes.





                                  Page 2 of 14
         
<PAGE>


MARTEK BIOSCIENCES CORPORATION
Statements of Operations
(Unaudited - $ in thousands, except per share data)

                                   Three months               Six Months     
                                  ended April 30,           ended April 30,
--------------------------------------------------------------------------------
                                  1997         1996         1997         1996
--------------------------------------------------------------------------------

Revenues:
  Product Sales:
   Nutritional product sales      $510          $28           $653        $36
   Other product sales             414          260            793        430
                                 --------------------     ----------------------
   Total Product Sales             924          288          1,446        466
   License fees and related
    revenues                         0           91            293      2,232
   Royalties                         5            4              9          6
   Research and development 
    contracts and grants           136          185            274        384
                               ----------------------     ----------------------
Total revenues                   1,065          568          2,022      3,088
Costs and expenses:
   Cost of product sales           782          163          1,152        256
   Research and development      2,798        2,963          5,681      5,068
   Selling, general and 
    administrative               2,224        1,032          3,802      2,032
                               ----------------------     ----------------------
                                                   
Total costs and expenses         5,804        4,158         10,635      7,356
                               -----------------------    ----------------------
Loss from operations            (4,739)      (3,590)        (8,613)    (4,268)
Other income (expense):
   Miscellaneous income             19           14             27         29
   Interest income                 437          617            954      1,311
   Interest expense               (109)         (71)          (212)      (146)
                               -----------------------    ----------------------
Total other income                 347          560            769      1,194
                               -----------------------    ----------------------

Net loss                       ($4,392)     ($3,030)       ($7,844)   ($3,074)
--------------------------------------------------------------------------------

Net loss per share (Note 5)     ($0.32)      ($0.23)        ($0.58)    ($0.23)
--------------------------------------------------------------------------------

Weighted average common 
shares outstanding           13,556,755  13,292,624     13,490,618   13,183,836
--------------------------------------------------------------------------------


See accompanying notes.



                                  Page 3 of 14
<PAGE>

                                                                              
MARTEK BIOSCIENCES CORPORATION

Statements of Cash Flows
(Unaudited - $ in thousands)

                                                     Six Months ended April 30,
--------------------------------------------------------------------------------
                                                       1997            1996
--------------------------------------------------------------------------------

Operating activities:
  Net loss                                           ($7,844)        ($3,074)
  Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization                       531             422
     Changes in assets and liabilities:
        Accounts receivable                             (475)           (148)
        Inventories                                     (222)           (348)
        Prepaid expenses                                (227)            (56)
        Other current assets                            (103)             67
        Accounts payable                                  37             265
        Accrued liabilities                             (144)             31
        Unearned revenue                                 ---          (2,075)
                                                   -----------------------------
  Net cash used in operating activities               (8,447)         (4,916)

Investing activities:
     Change in short-term investments 
       and marketable securities                       2,652         (18,357)
     Purchase of property, plant and equipment        (1,061)         (3,018)
                                                   -----------------------------
  Net cash used in investing activities                1,591         (21,375)

Financing activities:
     Proceeds from the exercise of warrants  
       and options, and other                            421             800
     Borrowings on notes payable                       4,000             ---
     Repayment of notes payable                       (4,346)            (43)
                                                   -----------------------------
  Net cash provided by financing activities               75             757
                                                   -----------------------------

  Net increase in cash and cash equivalents           (6,781)        (25,534)
  Cash and cash equivalents at beginning of year       8,633          41,039
                                                   -----------------------------

  Cash and cash equivalents at end of period          $1,852         $15,505
--------------------------------------------------------------------------------





See accompanying notes.





                                  Page 4 of 14
<PAGE>

MARTEK BIOSCIENCES CORPORATION
Statement of Stockholders' Equity
(Unaudited - $ in thousands, except per share data)           


                                                  Additional
                                                   Paid-In   Accumulated
                                Common Stock       Capital     Deficit    Total
                           -----------------------------------------------------
                             Shares     Amounts

Balance at
October 31, 1996          13,392,250    $1,339    $78,268    ($30,191)  $49,416
--------------------------------------------------------------------------------

Exercise of stock options    203,444        21        400         ---       421

Net loss                         ---       ---        ---      (7,844)   (7,844)
--------------------------------------------------------------------------------


Balance at
April 30, 1997            13,595,694    $1,360    $78,668    ($38,035)  $41,993
--------------------------------------------------------------------------------


See accompanying notes.



























                                  Page 5 of 14
<PAGE>

Notes to Financial Statements (Unaudited)

1.  Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and  with the  instructions  to Form  10-Q and  Article  10 of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the  quarter and six months  ended April 30, 1997 are not
necessarily  indicative  of the results  that may be expected for the year ended
October 31, 1997. For further information, refer to the financial statements and
footnotes thereto included in Martek Biosciences  Corporation's annual report on
Form 10-K for the year ended October 31, 1996.

2.  Commitment and Contingencies

The Company  had  commitments  at April 30,  1997 to fund up to $1.7  million of
Phase   III   Small   Business    Innovation    Research   ("SBIR")   technology
commercialization expenses, provided the technology under existing Phase II SBIR
grants yields commercial opportunities favorable to the Company.

Costs under U.S.  Government  contracts are subject to audit by the  appropriate
U.S. Government agency.  Management  believes that cost  disallowances,  if any,
arising from such audits of costs charged to government  contracts through April
30, 1997, would not have a material effect on the financial statements.

The Company has licensed certain technologies and recognized license fee revenue
under various  agreements.  Potentially  refundable license fees are recorded as
unearned revenue and are not recognized as revenue until the earnings process is
complete  and amounts  are not subject to refund.  Under the terms of one of the
Company's license  agreements,  $2,075,000  previously  recorded as unearned was
recognized  during the first quarter of 1996. See "Management's  Discussion and
Analysis of Financial Condition and Results of Operations."

The  Company  has  entered  into  various  collaborative  research  and  license
agreements. Under the agreements, the Company is required to fund research or to
collaborate  on  the  development  of  potential  products.   Certain  of  these
agreements  also  commit the Company to make  payments  upon the  occurrence  of
certain  milestones,  and royalties upon the sale of certain products  resulting
from such collaborations.

On June 20, 1996,  the Company  entered into an equipment  line of credit in the
amount  of  $2,000,000  to  finance  a portion  of the  construction  of the oil
processing  facility in  Winchester,  KY. Draws on the line of credit as of June
20, 1996 converted to a four year term loan bearing interest at a rate of 9.02%.
As of April 30, 1997,  $460,000 of the line was available for future  borrowings
and  $1,262,000  was  outstanding.  This  loan is  collateralized  solely by the
equipment purchased with the proceeds.

On March 24, 1997, the Company  entered into a four year term loan in the amount
of $4,000,000 to refinance the notes payable for the purchase of the Winchester,
Kentucky  fermentation  facility that were due in March and September  1997. The
loan bears interest at a rate of 8.61% and as of April 30, 1997 the  outstanding
balance was  $3,835,000.  The Company uses this facility to produce oils rich in
DHA and ARA using its proprietary technology.  The loan is collateralized solely
by the fermentation plant.




                                  Page 6 of 14
<PAGE>

3.  Income Taxes

At  April  30,  1997,  the  Company  had net  operating  loss  carryforwards  of
approximately  $49,734,000  for income tax  purposes  that  expire in years 2000
through 2011.

Section 382 of the Internal Revenue Code limits the utilization of net operating
losses when ownership changes,  as defined by that section,  are greater than 50
percent. The Company has had significant ownership changes over the past several
years, including an initial public offering of its common stock in December 1993
and a follow-on  public offering of its common stock in October 1995,  which may
have caused these limitations to apply.

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets as of April 30, 1997 are as follows:
 
         Deferred tax assets:   
           Write-off of patent                              $    404,000
           Net operating loss carryforwards                   19,894,000
                                                           --------------
           Total deferred tax assets                        $ 20,298,000
                                                           ============== 
           Valuation allowance for net
             deferred tax assets                           ($ 20,298,000)
                                                           --------------       
           Net deferred tax assets                          $        ---        
                                                           ==============      

4.  Inventories

Inventories consist of the following:

                                               April 30,      October 31,
                                                 1997             1996         
                                             -----------      -----------   
         Finished products                    $1,047,615        $875,645
         Work in process                         669,986         545,168
         Raw materials                           345,167         420,315
                                             -----------      -----------
                                              $2,062,768      $1,841,128
                                             ===========      ===========

Inventories include products and materials held for sale as well as products and
materials  that  could  alternatively  be used  in the  Company's  research  and
development activities.

5.  Net loss per share

Net loss per share is computed  using the weighted  average  number of shares of
common stock outstanding during the period.  Common equivalent shares from stock
options and warrants are excluded as their effect is antidilutive.





                                  Page 7 of 14
<PAGE>

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


General

This Management's  Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements concerning the Company's business
and operations,  including  statements about future production  efficiencies for
its nutritional oil products.  Such statements  involve risks and  uncertainties
that could cause  actual  results to differ due to a variety of risk factors set
forth herein and from time to time in the Company's  filings with the Securities
and Exchange Commission,  including but not limited to its recently filed report
on Form 10-K and its S-3 declared effective on September 26, 1995.

Since its inception in 1985,  Martek has been engaged  primarily in the research
and development, manufacturing and sales of products derived from microalgae. In
1989, the Company began the  commercial  production and sale of its products for
drug  discovery.  In 1992,  Martek began to realize  revenues  from license fees
related to its  nutritional  oils  containing  docosahexaenoic  acid ("DHA") and
arachidonic acid ("ARA") and sales of sample  quantities of these oils. In 1995,
Martek  recognized  its first product and royalty  revenues from sales of infant
formula  containing these oils and in 1996 began to recognize  revenues from the
sale of Neuromins(TM),  a DHA dietary supplement.  Martek has incurred losses in
each year since its  inception.  At April 30, 1997,  the  Company's  accumulated
deficit was $38,035,000.  The Company expects to continue to expand its research
and  development  effort,  optimize  oils  production  and  increase its product
marketing  activities.  As a result,  Martek  expects its losses to continue and
possibly  increase  for at  least  the  next six  months,  or until  significant
royalties from sales of infant  formula  products  containing  its oils,  and/or
sales revenues from Neuromins(TM)  and/or its nutritional oils to infant formula
companies  are  realized.  In  addition,   the  Company  expects  to  experience
quarter-to-quarter  and  year-to-year  fluctuations  in  revenues,  expenses and
losses,  some of  which  may be  significant.  The  timing  and  extent  of such
fluctuations  will depend,  in part,  on the timing and receipt of  oils-related
revenues, if any.

One of the Company's  licensees  has  introduced a term infant  formula  product
containing  Martek's DHA and ARA in Spain, and three of the Company's  licensees
have introduced preterm infant formula products  containing Martek's DHA and ARA
in eight countries.  The Company is not able to predict however when, or if, any
of these licensees will expand or introduce new offerings of products containing
Martek's oils. The Company does not believe that broad product  introductions of
term infant formulas  containing  these oils will occur before late 1997, at the
earliest,  and cannot predict the timing or extent of further  introductions  or
expansions of preterm infant formula products containing Martek's oils. Revenues
from  preterm  uses of  Martek's  oils will  not,  alone,  significantly  reduce
Martek's losses. Future oils-related  revenues,  and the timing or likelihood of
future  profitability,  are largely  dependent on factors over which the Company
has no control.

Results of Operations - Comparison of Quarters and Six Months 
                        Ended April 30, 1997 and 1996

Revenues for the quarter ended April 30, 1997, were $1,065,000,  an 88% increase
from  revenues  of  $568,000  for the  same  period  in 1996,  primarily  due to
increased product sales.  Revenues for the six-month period ended April 30, 1997
were $2,022,000,  a decrease of $1,066,000 or 35%, from the same period in 1996.
Despite a  significant  increase in product sales during the first six months of
1997,  total  revenues  decreased  as a result of  $2,075,000  in  license  fees
recognized  during the first  quarter of 1996 that were  initially  recorded  as
unearned in 1992 and 1993. Total product sales during the second quarter and six
months  ending  April 30,  1997,  increased by $636,000 and $980,000 or 221% and
210%, respectively, from the same periods in 1996. Sales of nutritional products
including  Neuromins(TM)capsules,  increased  nearly twenty times for the second
quarter and first six months of 1997, when compared to the same periods in 1996.
Sales of products for drug  discovery  increased 59% for the second  quarter and

                                  Page 8 of 14
<PAGE>

84% for the first six months of 1997, when compared to the same periods in 1996.
Revenues from research and development  contracts and grants decreased by 26% in
the second  quarter  of 1997 when  compared  to the  second  quarter of 1996 and
decreased  29% for the six months  ended  April 30, 1997 from the same period in
1996.

Cost of product  sales  increased to 85% of revenues  from product sales for the
second  quarter  of 1997  from  57% for the  second  quarter  of  1996.  For the
six-month  period ended April 30, 1997 cost of product sales increased to 80% of
revenues from product sales from 55% for the same period in 1996.  This increase
resulted  primarily  from the cost of sales of Martek's  nutritional  oils which
represented a higher  percentage of the product mix than in prior  periods.  Oil
production cost was high due to the current low volume of production and because
the production process requires further optimization. As sales volume increases,
and  manufacturing  efficiencies and optimization  occurs,  the Company believes
that the cost of production of the nutritional oils products will decrease.  The
Company  believes  that a  significant  continued  optimization  effort  will be
required for at least the next one or two years.  There can be no assurance that
the Company will be able to successfully  optimize production of its nutritional
oils in order to  manufacture  commercial  quantities  at a reasonable  cost, or
continue to comply with applicable  regulatory  requirements,  including GMP, or
that its  facilities  will be  sufficient  to meet the demand for the oils.  The
balance of the increase in cost of sales  resulted from price  reductions in the
Company's  drug  discovery  products  brought  about by  competition  for  these
products.  The  Company is  working to  decrease  its  production  costs and has
developed  new,  co-products  and  proprietary  products in an effort to improve
profit margins.  The Company's ability to successfully market these new products
and the ultimate  impact of these efforts on cost of sales,  however,  cannot be
predicted.

Research and  development  costs  decreased  by  $165,000,  or 6%, in the second
quarter of 1997 as compared to the same period in 1996.  This decrease  resulted
from the conversion of certain development  efforts to production  efforts.  For
the  six-month  period ended April 30,  1997,  research  and  development  costs
increased  $613,000 or 12% when compared to the same period in 1996.  Consistent
with the Company's plans,  nutritional  oils  development  costs accounted for a
significant  portion  of all  research  and  development  costs as a  result  of
intensified efforts to meet production and product introduction  objectives.  To
support the introductions of infant formula products  containing  Martek's oils,
the  Company  intensified  its  commercial  scale up,  process  development  and
optimization  efforts for its oil products  beginning  during the latter half of
1994.  These  efforts  have  continued  through  the  second  quarter  of  1997.
Production  development and other oils-related  development costs comprised over
75% of  research  and  development  expenses  for the first six  months of 1997.
Research and development costs may increase in the future as the Company expands
its research and development efforts,  including  optimization of oil production
and in-house oil processing capabilities.

Selling,  general and administrative expenses increased by $1,192,000,  or 116%,
during the second quarter of 1997 and $1,770,000 or 87%, in the six months ended
April 30,  1997 over the second  quarter and six months  ended  April 30,  1996,
respectively.  These costs increased primarily due to marketing, advertising and
public  awareness  costs resulting from the  commercialization  of the Company's
Neuromins(TM)products.  Increased  insurance and other corporate  overhead costs
also  contributed  to the increase.  Other income was $213,000  lower during the
second  quarter of 1997 than in the second quarter of 1996 and $425,000 lower in
the first  six  months  of 1997  than in the  first  six  months of 1996.  These
decreases  are due  primarily to a decrease in the amount of interest  earned on
the investment of funds received in the Company's 1995 public  offering as funds
are being used to support Company operations.

Net loss for the  second  quarter  of 1997 was  $4,392,000,  or $.32 per  share,
compared to a net loss of $3,030,000, or $.23 for the same period in 1996. A net
loss of  $7,844,000  or $.58 per share for the six months  ended April 30, 1997,
was an  increase  from a net loss of  $3,074,000  or $.23 per share for the same
period in 1996. The increase in net loss for 1997's second quarter was primarily
due to an increase in  marketing  expenses  and a decrease in other income (both


                                  Page 9 of 14
<PAGE>

described  above),  which more than offset the effect of increased product sales
and decreased  research and development  expenses.  The increase in net loss for
the first six months of 1997  resulted  from the increase in marketing  expenses
and decrease in other  income (both  described  above) plus the  recognition  of
$2,075,000 in license fees during the first quarter of 1996 as discussed above.

Recent Accounting Pronouncements

In October 1995, the Financial  Accounting  Standards Board issued SFAS No. 123,
"Accounting  for Stock- Based  Compensation."  SFAS No. 123 allows  companies to
either account for stock-based compensation under the new provisions of SFAS No.
123 or under the  provisions  of APB No.  25,  "Accounting  for Stock  Issued to
Employees". If companies elect to account for stock-based compensation under the
provisions  of APB No. 25, pro forma  disclosure  is required  for fiscal  years
beginning after December 31,1995 in the footnotes to the financial  statement as
if the measurement  provisions of SFAS 123 had been adopted. The Company intends
to continue accounting for its stock-based  compensations in accordance with the
provisions of APB No. 25. As such,  the adoption of SFAS No. 123 will not impact
the financial position of the Company.

Liquidity and Capital Resources

Cash,  cash  equivalents,   short-term  investments  and  marketable  securities
decreased  by  $9,433,000  in the first six months of 1997  resulting  in a cash
balance of $1,852,000 and a balance of $28,107,000 in short-term investments and
marketable  securities at April 30, 1997.  Capital  expenditures of $545,000 and
$1,061,000  were made in the  second  quarter  of 1997 and the six month  period
ending April 30, 1997,  respectively,  a significant portion of which represents
upgrades to the  Company's  fermentation  facility in  Winchester,  Kentucky and
modifications  to the newly  constructed  oil processing  plant at the site. The
Company expects  additional  capital  expenditures of  approximately  $1,000,000
during the balance of 1997 as a result of escalating  fermentation  activity and
optimization of oil processing capabilities at the facility.

Martek may require  substantial  additional  funds to continue  its research and
development   programs,   to  conduct   preclinical  and  clinical   studies  to
commercialize  its nutritional  oils, Neuromins(TM),and its other products under
development.  The ultimate levels of these expenditures will depend, in part, on
whether  the  Company  seeks  independently,   or  with  other  parties  through
collaborative agreements,  to develop,  manufacture and market its products. The
capital  requirements of Martek will depend,  among other things, on one or more
of the following  factors:  the speed at which Martek's infant formula licensees
incorporate Martek's oils into their term infant formula products;  the progress
of preclinical and clinical studies;  the time and costs of obtaining regulatory
clearance for those products subject to regulatory clearance; the costs involved
in filing,  protecting  and enforcing  patents and other  intellectual  property
rights;   competing   technological  and  market  developments;   the  costs  of
manufacturing  facilities for those products the Company  chooses to manufacture
itself;  the  costs of  optimizing  manufacturing  processes  for the  Company's
nutritional oil products;  the costs of  commercializing  its products;  and the
extent  of future  facilities  expansion  and  collaborative  partnerships.  The
Company's 1995 purchase of a fermentation facility has had, and will continue to
have,  a material  effect upon  Martek's  liquidity  and capital  resources.  In
addition  to the  $1.0  million  in cash  used to  close  the  transaction,  the
investment  in  subsequent  improvements  and  the  addition  of oil  processing
capabilities, additional capital expenditures will be needed to modify the plant
to meet Martek's future production  requirements as the demand for the Company's
nutritional oils grows to fill plant capacity.  Plant modifications,  costing at
least  $1,000,000,  are  expected to occur  throughout  the  remainder  of 1997.
Expenditures  beyond 1997 will depend in part on production  capacity needs, the
extent of development and implementation of process improvements and the success
of previously implemented improvements. In March 1997 the Company refinanced the
promissory  notes,  associated  with the plant  purchase,  in the  aggregate  of
$4,000,000  with a four year term loan  bearing  interest at 8.61% (See Notes to
Financial Statements, Note 2).


                                  Page 10 of 14
<PAGE>

The Company believes its existing  capital  resources,  consisting  primarily of
cash,  short-term  investments and marketable  securities will provide  adequate
capital  for at  least  the  next  15  months.  However,  due  to the  Company's
expectations  of growth and the rapidly  changing nature of the markets in which
it competes,  no prediction can be made with certainty of the Company's need for
additional  capital or its liquidity  position  over the long term.  The Company
intends to seek additional  funding through  commercial and government  research
and   development   contracts   and  grants,   product  sales  and  license  fee
arrangements.  The Company may pursue other methods of financing its activities,
including asset-based  borrowing,  equity issuances,  additional lease financing
and collaborative  arrangements with partners,  if such methods are available to
the Company and on favorable terms.  Should the Company need to raise additional
funds,  there can be no  assurance  that such  funds  will be  available  to the
Company on acceptable terms, if at all.


                                  Page 11 of 14
<PAGE>


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

As  previously  reported in the  Company's  annual  reports on Form 10-K for its
fiscal years ended October 31, 1995 and 1996,  and in the  Company's  reports on
Form 10-Q since the first  quarter of fiscal  1996,  on November 29, 1995 Martek
received a letter from the United States Environmental Protection Agency ("EPA")
notifying Martek of potential  liability under the  Comprehensive  Environmental
Response,  Compensation  and Liability Act in connection with the cleanup of the
RAMP  Industries  Site in Denver,  Colorado.  EPA has stated that to date it has
incurred $2.1 million in costs in connection  with the cleanup of the site,  but
that  at this  time it is  unable  to  estimate  total  cleanup  costs.  EPA has
informally  indicated that based on its initial review,  it believes that Martek
is  responsible  for less than .02% of the waste at the RAMP Site.  Martek's own
review  indicates  that its  contribution  to the site,  if any,  may be a lower
percentage.  EPA has  stated  that  it  intends  to  enter  into a "de  minimis"
settlement  with smaller  contributors  based on a waste-in list it is currently
compiling.  Martek believes that the impact of any settlement will be immaterial
to its financial condition and results of operations.

The Company is not a party to any other legal proceedings.


Item 2.  Changes in Securities.

None

Item 3.  Defaults Upon Senior Securities.

Not Applicable

Item 4.  Submission of Matter to a vote of Security Holders.

The Company's Annual Meeting of Stockholders was held on March 14, 1997.  
The following items were voted on at the Annual Meeting:

         1. Proposal to approve and adopt Martek Biosciences Corporation 1997
            Stock Option Plan and to reserve 750,000 shares of Common Stock for
            issuance under the 1997 Plan.

         In Favor           Opposed         Abstained      Non-Vote

         8,562,799         1,363,837          12,878       2,047,161
 
         2. The following members were elected to the Company's Board of 
            Directors to hold office for the periods indicated below:

                              Elected Until
                              Annual Meeting
         Nominee               To Be Held           In Favor         Withheld

         Bruce E. Elmblad           2000           11,976,419         10,256
         Richard J. Radmer          2000           11,976,854          9,821
         William D. Smart           2000           11,975,919         10,756


                                  Page 12 of 14
<PAGE>


Directors Continuing in Office:

         Jules Blake
         Ann L. Johnson
         Henry Linsert, Jr.
         Douglas J. MacMaster, Jr.
         John H. Mahar
         Sandra Panem
         Eugene H. Rotberg
 
Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits: None
 
(b) Reports on Form 8-K: None




                                  Page 13 of 14
<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.
 

                         MARTEK BIOSCIENCES CORPORATION
                                  (Registrant)




Date:  June 13, 1997                       /s/ Steve Dubin
     ---------------                      ---------------------------------    
                                               Steve Dubin, Chief Financial
                                                     and Accounting Officer
 




                                  Page 14 of 14