<PAGE>
 
                                   Form 10-Q
                                   ---------


                      SECURITIES AND EXCHANGE COMMISSION
                      ----------------------------------
                            Washington, D.C.  20549


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

               For the quarterly period ended September 30, 1996
                                              ------------------

                                      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    0-24320
                                              ---------------


                          NAPRO BIOTHERAPEUTICS, INC.
                          ---------------------------
            (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
 
<S>                                                     <C>
       Delaware                                         84-1187753
---------------------------------------------------------------------------
(State or other jurisdiction of                         (IRS Employer
 incorporation or organization                          Identification No.)
 
           6304 Spine Road Unit A, Boulder, Colorado                 80301
---------------------------------------------------------------------------
(Address of principal executive offices)                (zip code)
 
                                (303) 530-3891
---------------------------------------------------------------------------
             (Registrant's telephone number, including area code)
</TABLE>

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 _____
                                        -----            

The number of shares outstanding of each of the issuer's classes of common stock
as of the latest practicable date:

<TABLE>
<CAPTION>
            Class                               Outstanding at November 11, 1996
            -----                               --------------------------------
<S>                                             <C>
Common Stock, $.0075 par value                             11,982,072
Non-voting Common Stock, $.0075 par value                     395,000

TOTAL number of pages in document - 14
                                   ----
Exhibit Index located on page - 12
                                ---
</TABLE>
<PAGE>
 
                 NAPRO BIOTHERAPEUTICS, INC. AND SUBSIDIARIES
                 --------------------------------------------

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                               PAGE NO.
                                                               --------
PART I - FINANCIAL INFORMATION
     <S>                                                       <C>
     ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED).

     Consolidated Balance Sheets as of September 30,
          1996, and December 31, 1995                                 2
                                                                        
     Consolidated Statements of Operations for the                      
          three months and nine months ended                            
          September 30, 1996 and 1995                                 4
                                                                        
     Consolidated Statements of Cash Flows for the                      
          nine months ended September 30, 1996 and 1995               5
                                                                        
     Notes to Consolidated Financial Statements                       6 
 
     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS           8
 
 
PART II.  OTHER INFORMATION
 
     ITEM 1.  LEGAL PROCEEDINGS                                      11
 
     ITEM 2.  CHANGES IN SECURITIES                                  11
 
     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                        11
 
     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS    11
 
     ITEM 5.  OTHER INFORMATION                                      12
 
     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                       12
 
SIGNATURES                                                           13
</TABLE> 
<PAGE>
 
PART I.   FINANCIAL INFORMATION
ITEM 1.   FINANCIAL STATEMENTS

                 NAPRO BIOTHERAPEUTICS, INC. AND SUBSIDIARIES
                 --------------------------------------------

                          CONSOLIDATED BALANCE SHEETS
                          ---------------------------

                                    ASSETS
                                    ------
<TABLE>
<CAPTION>
                                       SEPTEMBER 30,   DECEMBER 31,
                                           1996           1995
                                           ----           ----
<S>                                    <C>             <C>
                                       (UNAUDITED)
 
Current assets:
     Cash and cash equivalents          $10,875,855    $ 7,133,390
     Securities available for sale        2,391,552             --
     Securities held to maturity          3,800,924        667,000
     Accounts receivable                    732,660        325,814
     Inventory                            1,914,426      1,211,959
     Prepaid expenses and other             630,423        310,451
                                        -----------    -----------
Total current assets                     20,345,840      9,648,614
 
 
Property and equipment, net               4,537,664      1,782,164
Restricted cash                             406,117        123,750
Receivables from related parties             18,487         18,487
Other assets                                360,001        380,335
                                        -----------    -----------
Total assets                            $25,668,109    $11,953,350
                                        ===========    ===========
 </TABLE>



                            See accompanying notes
<PAGE>
 
                 NAPRO BIOTHERAPEUTICS, INC. AND SUBSIDIARIES
                 --------------------------------------------

                          CONSOLIDATED BALANCE SHEETS
                          ---------------------------

                     LIABILITIES AND STOCKHOLDERS' EQUITY
                     ------------------------------------

<TABLE>
<CAPTION>
                                          September 30,   December 31,
                                               1996           1995
                                               ----           ----
<S>                                       <C>             <C>
                                           (unaudited)
 
 
Current liabilities:
     Accounts payable                      $  1,007,649   $    662,726
     Payroll and payroll taxes                  464,356        338,032
     Capital lease obligations-- current        133,823        105,454
     Notes payable -- current portion         1,297,434         38,801
     Deferred revenue                            15,431         51,431
                                           ------------   ------------
Total current liabilities                     2,918,693      1,196,444
 
Capital lease obligations-- long term           888,413        298,811
Notes payable -- long term                       11,294      1,150,000
Compensation due to officers and          
 directors                                       65,854        169,358
                                           ------------   ------------
Total long-term liabilities                     965,561      1,618,169
                                           ------------   ------------
 
Total liabilities                             3,884,254      2,814,613
 
Minority Interest                             3,715,139      3,715,139
Stockholders' equity
     Series A preferred stock, $0.001
      par value:
          2,000,000 shares authorized
          shares -- 125,000 shares
          issued in 1996 (unaudited)
          and 1995 (preference in            
          liquidation $1,000,000)                   125            125
     Non-voting common stock, convertible 
      on disposition into 395,000 shares 
          of voting common stock, $.0075 
          par value: 1,000,000 shares
          authorized; 395,000 issued in 
          1996 (unaudited) and 400,000   
          issued in 1995                          2,962          3,000
     Common stock, $.0075 par value:
          19,000,000 authorized
          11,982,072 shares issued in
          1996 (unaudited),
          8,525,265 issued in 1995               89,864         63,939
     Additional paid-in capital              43,794,968     26,675,099
     Unearned compensation                           --         (9,426)
     Notes receivable from stockholders        (970,793)      (924,789)
     Deficit                                (23,163,863)   (18,699,803)
     Treasury stock -- 144,288 in 1996       
      (unaudited) and 1995                   (1,684,547)    (1,684,547)
                                           ------------   ------------
Total stockholders' equity                   18,068,716      5,423,598
                                           ------------   ------------
Total liabilities and stockholders'        
 equity                                    $ 25,668,109   $ 11,953,350
</TABLE>                                   ============   ============ 



                            See accompanying notes
 
<PAGE>
 
                  NAPRO BIOTHERAPEUTICS, INC, AND SUBSIDIARIES
                  --------------------------------------------

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     -------------------------------------
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED            NINE MONTHS ENDED
                                             SEPTEMBER 30,                  SEPTEMBER 30,
                                             -------------                  -------------
                                               1996            1995            1996            1995                            
                                               ----            ----            ----            ----
<S>                                     <C>             <C>             <C>             <C>                             
Revenues:                                                                                                               
     Sales                              $ 1,481,680     $    56,462     $ 2,942,910     $ 2,295,611                     
     Other                                       --              --              --             708                     
                                        -----------     -----------     -----------     ----------- 
                                          1,481,680          56,462       2,942,910       2,296,319                     
                                                                                                                        
Expenses:                                                                                                               
     Research, development and cost                                                                                     
        of products sold                  1,875,278         751,972       5,065,199       3,192,946                     
     General and administrative             862,854         429,674       2,524,872       1,469,217                     
                                        -----------     -----------     -----------     ----------- 
                                          2,738,132       1,181,646       7,590,071       4,662,163                     
                                        -----------     -----------     -----------     ----------- 
                                                                                                                        
Operating loss                           (1,256,452)     (1,125,184)     (4,647,161)     (2,365,844)                    
                                                                                                                        
Other income(expense):                                                                                                  
     Interest income                        203,952         118,959         410,101         212,500                     
     Interest and other expense             (83,370)        (35,800)       (227,001)       (115,920)                    
                                        -----------     -----------     -----------     -----------

Net loss                                $(1,135,870)    $(1,042,025)    $(4,464,061)    $(2,269,264)                    
                                        ===========     ===========     ===========     ===========

Loss per common share                        $(0.10)         $(0.13)         $(0.47)         $(0.29)                    
                                        ===========     ===========     ===========     ===========                     

Weighted average shares outstanding      11,269,753       7,994,287       9,491,432       7,808,279                      
                                        ===========     ===========     ===========     =========== 
</TABLE>

                            See accompanying notes.

                                       4
<PAGE>
 
                  NAPRO BIOTHERAPEUTICS, INC. AND SUBSIDIARIES
                  --------------------------------------------

                    CONSOLIDATED   STATEMENTS OF CASH FLOWS
                    -------------  ------------------------
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     NINE MONTHS ENDED SEPTEMBER 30,             
                                                                 --------------------------------------         
                                                                           1996                1995             
                                                                         --------            --------           
<S>                                                              <C>                        <C>                 
Operating activities                                                                                            
Net loss                                                                $(4,464,061)        $(2,269,264)        
Adjustments to reconcile net loss to net cash                                                                   
     used by operating activities:                                                                              
          Depreciation and amortization                                     437,190             191,717         
          Compensation for common stock and options                           9,426              18,189         
          Loss on disposal of property and equipment                         15,249              43,061         
          Changes in operating assets and liabilities:                                                          
               Accounts receivable                                         (406,846)            121,867         
               Inventory                                                   (702,468)            167,559         
               Prepaid expenses, deposits and other assets                 (316,580)            520,954         
               Accounts payable                                             344,922             202,524         
               Accrued payroll and other liabilities                        (23,185)            (33,546)        
               Deferred revenues                                            (36,000)           (300,000)        
                                                                        ------------        ------------ 
Net cash used by operating activities                                    (5,142,353)         (1,336,939)        

Investing activities                                                                                            
     Transfer of restricted cash                                            123,750                  --         
     Additions to property and equipment                                 (3,167,420)         (1,091,450)        
     Purchase of securities available for sale                           (2,396,456)                 --         
     Purchase of securities held to maturity                             (3,700,713)         (1,490,400)        
     Proceeds from sale/maturity of securities                              167,000             503,450         
                                                                        ------------        ------------ 
Net cash used by investing activities                                    (8,973,839)         (2,078,400)        
                                                                                                                
Financing activities                                                                                            
     Proceeds from notes payable and capital leases                       1,074,627             664,608         
     Repayments of notes payable and capital leases                        (361,728)           (187,768)        
     Proceeds from sale of preferredstock, net of offering costs                 --          10,250,520         
     Proceeds from sale of common stock, and exercise of common                                                  
         stock warrants, net of offering costs                           17,145,758              48,900         
                                                                        ------------        ------------ 
Net cash provided by financing activities                                17,858,657          10,776,260         
                                                                        ------------        ------------ 

Net increase in cash and cash equivalents                                 3,742,465           7,360,921         
Cash and cash equivalents at beginning of period                          7,133,390             892,146         
                                                                        ------------        ------------        

Cash and cash equivalents at end of period                              $10,875,855         $ 8,253,067          
                                                                        ============        ============ 
</TABLE>
                                       
                            See accompanying notes.

                                       5
<PAGE>
 
                 NAPRO BIOTHERAPEUTICS, INC. AND SUBSIDIARIES
                 --------------------------------------------

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  ------------------------------------------
                              SEPTEMBER 30, 1996
                                  (UNAUDITED)

1.   Basis of Presentation

     The accompanying unaudited consolidated 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 nine month period ended September 30,
1996 are not necessarily indicative of the results that may be expected for the
year ended December 31, 1996.  For further information, refer to the
consolidated financial statements and footnotes thereto included in the NaPro
BioTherapeutics, Inc. (the "Company") Annual Report on Form 10-K for the year
ended December 31, 1995.

     Except for the historical information contained herein, this Report
contains forward-looking statements that involve risks and uncertainties.  The
Company's actual results could differ materially from those discussed in this
Report.  Factors that could cause or contribute to such differences include, but
are not limited to, those discussed in this Report and any documents
incorporated herein by reference, as well as in the Company's Annual Report on
Form 10-K for the year ended December 31, 1995 and in its Prospectus filed on
Form S-1 dated August 1, 1996.  These forward-looking statements represent the
Company's judgement as of the date of this Report.  The Company disclaims,
however, any intent or obligation to update these forward-looking statements.

<TABLE>
<CAPTION>
2.   Inventories                                     September 30,          December 31,
                                                             1996                  1995
                                                             ----                  ----
     <S>                                             <C>                    <C>  
     Raw materials                                      $  551,436            $  286,617                              
     Work-in-process                                            --               432,898                      
     Finished goods                                      1,362,990               492,444                      
                                                        ----------            ----------                      
                                                        $1,914,426            $1,211,959                      
                                                        ==========            ==========                       
3.   Cash Flow Supplemental Disclosures

                                                         Nine Months Ended September 30,  
                                                         -------------------------------
                                                             1996                  1995
                                                             ----                  ----
     Interest paid                                      $  144,133            $  114,670
     Deferred revenue converted into long-term debt             --               300,000
</TABLE>

4.   Common Stock

     In June 1996, the Company completed  the call of 2,070,000 redeemable
public warrants issued in connection with its August 1994 intial public
offering.  630,620 warrants were exercised for cash resulting in $3,073,100 net
proceeds to the Company and the issuance of 630,620 shares of common stock.
Additionally 1,438,720 warrants were exercised in a cash-less exchange of .70
shares of common stock per warrant, resulting in the issuance of 1,007,102
shares of common stock.  In August 1996, the Company closed a public offering of
1,790,000 shares of its common stock, including 190,000 shares issued to cover
over-allotments, which resulted in net proceeds of approximately $13.9 million
to the Company.

                                       6
<PAGE>
 
5.   Faulding Agreement

     Under the agreement with F.H.Faulding & Co., Ltd. ("Faulding") the Company
is paid a fixed sum for NBT Paclitaxel supplied for noncommercial users, and a
fixed percentage of Faulding's sales price for NBT Paclitaxel supplied for
commercial use.  The Company recognizes the corresponding revenue at the time of
shipment, based upon the intended use indicated by Faulding on its purchase
orders.  Faulding's actual selling price, however, may differ from the amounts
originally budgeted and indicated to the Company.  The Company has received
Faulding's reconciliation of product used during 1995, and has concluded its
reserve for  pricing adjustments was adequate.

                                       7
<PAGE>
 
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

     The following discussion and analysis provide information which the
Company's management believes is relevant to an assessment and understanding of
the Company's results of operations and financial condition. This discussion
should be read in conjunction with the consolidated financial statements and
notes thereto appearing elsewhere herein as well as with the consolidated
financial statements, notes thereto and the related management's discussion and
analysis of financial condition and results of operations included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995.

     Except for the historical information contained herein, this Report
contains forward-looking statements that involve risks and uncertainties.  The
Company's actual results could differ materially from those discussed in this
Report.  Factors that could cause or contribute to such differences include, but
are not limited to, those discussed in this Report and any documents
incorporated herein by reference, as well as in the Company's Annual Report on
Form 10-K for the year ended December 31, 1995 and in its Prospectus filed on
Form S-1 dated August 1, 1996.  These forward-looking statements represent the
Company's judgement as of the date of this Report.  The Company disclaims,
however, any intent or obligation to update these forward-looking statements.

Background
----------

     Through December 31, 1995, the Company was in the development stage and had
devoted the majority of its efforts to the development and implementation of its
proprietary extraction, isolation and purification ("EIP/TM/") technology for
producing paclitaxel (referred to in some scientific and medical literature as
"taxol")/1/. Although the majority of the Company's production of paclitaxel had
been limited to pilot scale production largely for use in clinical trials and
for research and development purposes, NaPro's strategic marketing and
development partner in Australia, Faulding, received approval to market and
began commercial sales of its formulation of the Company's paclitaxel in January
1995. These commercial sales represented less than 50% of total 1996 sales. The
Company anticipates its operating losses will continue until such time, if ever,
as the Company is able to generate sufficient revenues to support its
operations.

Results of Operations
---------------------

Three months ended September 30, 1996 compared to the three months ended
September 30, 1995

     Revenues for the three months ended September 30, 1996 were $1,482,000,
representing an increase of $1,425,000 from the three months ended September 30,
1995. The increase related primarily to the timing of product shipments.
Shipments to Faulding and Baker Norton Pharmaceuticals, a subsidiary of IVAX
Corporation ("IVAX"), may vary significantly on a quarter to quarter basis
depending on a number of factors, including the timing and size of any clinical
trials conducted by either company and changes in approved markets. This quarter
to quarter variability will continue until stable commercial demand has been
established for the product in one of the Company's major markets.

     Research and development and cost of products sold expenses for the three
months ended September 30, 1996 were $1,875,000, representing an increase of
$1,123,000 from the three months ended September 30, 1995. The increase resulted
from an increase in the level of process development and research expenses as
well as higher production costs. Because the majority of paclitaxel sales are to
the Company's strategic marketing and development partners for research use, the
cost of product sold is expensed as process development.

______________________

     /1/TAXOL(R) is a registered trademark of Bristol-Myers Squibb Company for
an anti-cancer pharmaceutical preparation containing paclitaxel.

                                       8
<PAGE>
 
     General and administrative expenses for the three months ended September
30, 1996 were $863,000, an increase of $433,000 from the three months ended
September 30, 1995. The increase is primarily attributable to an increase in
facility costs and an increase in administrative and support staff.

     Interest income for the three months ended September 30, 1996 was $204,000,
representing an increase of $85,000 from the three months ended September 30,
1995. The increase is attributable to increased cash balances associated with
the completion of the Company's offering of common stock in August 1996 and its
warrant call completed in June 1996 . (See Liquidity and Capital Resources)

     Interest and other expense for the three months ended September 30, 1996
was $83,000, representing a increase of $47,000 from the three months ended
September 30, 1995. The increase is attributable to interest on increased
borrowings on the equipment lease line and note payable to Faulding. (See
Liquidity and Capital Resources)

Nine months ended September 30, 1996 compared to the nine months ended September
30, 1995

     Revenues for the nine months ended September 30, 1996 were $2,943,000,
representing an increase of $647,000 from the nine months ended September 30,
1995. The increase related primarily to the timing of product shipments.
Shipments to Faulding and IVAX may vary significantly on a quarter to quarter
basis depending on a number of factors, including the timing and size of any
clinical trials conducted by either company and changes in approved markets.
This quarter to quarter variability will continue until stable commercial demand
has been established for the product in one of the Company's major markets.

     Research and development and cost of products sold expenses for the nine
months ended September 30, 1996 were $5,065,000, representing an increase of
$1,872,000 from the nine months ended September 30, 1995. The increase resulted
from an increase in the level of process development and research expenses as
well as higher production costs. Because the majority of paclitaxel sales are to
the Company's strategic marketing and development partners for research use, the
cost of product sold is expensed as process development.

     General and administrative expenses for the nine months ended September 30,
1996 were $2,525,000, an increase of $1,056,000 from the nine months ended
September 30, 1995. The increase is primarily attributable to an increase in
facility costs and an increase in administrative and support staff.

     Interest income for the nine months ended September 30, 1996 was $410,000,
representing an increase of $198,000 from the nine months ended September 30,
1995. The increase is attributable to increased cash balances associated with
the completion of the Company's offering of common stock in August 1996 and its
warrant call completed in June 1996. (See Liquidity and Capital Resources)

     Interest and other expense for the nine months ended September 30, 1996 was
$227,000, representing a increase of $111,000 from the nine months ended
September 30, 1995. The increase is attributable to interest on increased
borrowings on the equipment lease line and note payable to Faulding. (See
Liquidity and Capital Resources)

Liquidity and Capital Resources
-------------------------------

     The Company's capital requirements have been and will continue to be
significant. At September 30, 1996, the Company had working capital of
$17,427,000. This compared to a working capital balance of $8,452,000 as of
December 31, 1995. To date the Company has been dependent primarily on net
proceeds of its IPO of approximately $7.4 million, on private placements of its
equity securities aggregating approximately $18.9 million (including proceeds of
approximately $10.2 million during 1995), on the June 1996 call of warrants
aggregating approximately $3.1 million, on the August 1996 public offering of
approximately $13.9 million to fund its capital requirements, and on
approximately $0.6 million from other sources.

                                       9
<PAGE>
 
     Cash and cash equivalents totaled $10,876,000 at September 30, 1996. During
the first nine months of 1996, cash provided by financing activities totaled
$17,859,000, while the cash used by operating and investing activities totaled
$5,142,000 and $8,974,000, respectively. In addition, the Company had securities
held to maturity available of $3,801,000, with maturity dates ranging from
November 1996 to June 1997 and securities available for sale of $2,392,000, with
maturities dates ranging from December 1997 to May 1998.

     The Company expended $3,167,000 for capital projects during the first nine
months of 1996, which included the capitalization of $1,757,000 of plantation
costs. Purchase orders for $1,226,000 have been issued in October 1996 to
various nurseries for additional trees. The Company has begun construction of a
new large-scale commercial manufacturing facility which is expected to be
completed in 1997. The costs for the construction and related equipment are
estimated at $9.0 million, some of which may be financed through a capital lease
line.

     In December 1995, the Company secured a $1.5 million line of credit for the
sale/leaseback of lab and office equipment. On October 15, 1996, the final
drawdown on the lease line was completed, with total borrowings of $1,499,000.
Payments on this lease line will be completed in December 1999. The Company also
pays interest to Faulding for the conversion of $1.1 million in advances to a
$1.2 million loan due June 1997. The current amount subject to interest (which
is set on March 31of each year) is $1.0 million at 9%.

     The Company anticipates that its existing capital resources, including
interest earned thereon, will be adequate to fund operations and capital
expenditures until commercial approval of the product is obtained in a major
market. If the Company is not generating sufficient operating revenues from the
sale of NBT Paclitaxel by the end of the first half of 1998, the Company will
need to seek additional financing, of which there can be no assurance due to
numerous factors, including, but not limited to, the progress of the Company's
research and development programs, the magnitude and scope of these activities,
the cost of preparing, filing, prosecuting, maintaining and enforcing patent
claims and other strategic partnerships, the establishment of additional
strategic relationships and the cost of manufacturing scale-up. In the event of
any unanticipated future capital requirements, the Company may seek to raise
additional capital. The Company may seek additional long-term financing should
such financing become available on terms acceptable to the Company.

                                      10
<PAGE>
 
                           PART II-OTHER INFORMATION

1    Legal Proceedings
     -----------------

            None.

2    Changes in Securities
     ---------------------

            None

3    Defaults upon Senior Securities
     -------------------------------
 
            None

4    Submission of Matters to a Vote of Security Holders
     ---------------------------------------------------

     The annual meeting of shareholders was held on July 30, 1996. At this
     meeting, 4,587,277 shares of the Company's voting Common Stock were present
     in person or by proxy. This represented 53.8% of the Company's outstanding
     shares. The following matters were submitted to a vote:

     Election of Directors:
     ----------------------

     The following persons were elected to serve as Directors. Class I directors
     will serve until the 1997 annual meeting of shareholders; Class II
     directors will serve until the 1998 annual meeting of shareholders; and
     Class III directors will serve until the 1999 annual meeting of directors.

          Class I   Directors
                    Leonard P. Shaykin
                    Philip Frost, M.D.
                    Arthur H. Hayes, Jr., M.D.
          Class II  Directors
                    E. Garrett Bewkes, Jr.
                    Vaughn D. Bryson
                    Patricia A. Pilia, Ph.D.
          Class III Directors
                    Sterling K. Ainsworth, Ph.D.
                    Mark B. Hacken
                    Richard C. Pfenniger, Jr.

     4,574,677 shares were voted to elect all of these directors. 12,600 shares
     withheld their vote from all of these directors.

     Ratification of Amendments to the Company's Amended and Restated
     ----------------------------------------------------------------          
     Certificate of Incorporation:
     -----------------------------
     The shareholders voted on proposed amendments to the Company's Amended and
     Restated Certificate of Incorporation to:
          (a) classify the Board of Directors into three classes;
          (b) provide that directors may be removed only for cause and only with
          the approval of the holders of at least of 80% of the voting power of
     the Company; and
          (c) require concurrence of the holders of at least 80% of the voting
          power of the Company to alter, amend or repeal, or to adopt any
          provision inconsistent with the foregoing amendments.

     These amendments were ratified by a vote of 4,435,475 for and 143,902
     against, with 7,900 abstaining.

                                      11
<PAGE>
 
     Ratification of Amendments to the Company's 1994 Long-Term Performance
     ----------------------------------------------------------------------
     Incentive Plan:
     ---------------
     The shareholders voted on proposed amendments to the Company's 1994 
     Long-Term Performance Incentive Plan (the "1994 Plan") to:

          (a) increase the maximum number of shares of Common Stock issuable as
     awards under the Plan from 375,000 to 875,000 (of which 180,000 shares will
     be reserved for issuance to non-employee directors under the formula
     provisions of the 1994 Plan);

          (b) provide that the maximum number of underlying shares of Common
     Stock that any participant may be granted under awards under the 1994 Plan
     in any one taxable year will be 200,000 shares;

          (c) increase the number of shares of Common Stock underlying automatic
     grants of non-qualified stock options to non-employee directors from 5,000
     to 10,000 shares;

          (d) provide for automatic grants of non-qualified stock options to
     purchase 10,000 shares of Common Stock to each director who serves as
     chairman of the Audit, Compensation and Strategic Planning committees of
     the Board of Directors;

          (e) provide for a period of 90 days following termination of an
     employee's relationship with the Company, or for a period of three years in
     the case of a resignation or removal of a non-employee director, during
     which vested stock options granted under the 1994 Plan will remain
     exercisable, unless an employee or a non-employee director, as the case may
     be, is terminated or removed for cause; and

          (f) provide that plan participants who resume employment or
     performance of services for the Company after termination by reason of
     disability may exercise unvested stock options in accordance with a revised
     vesting schedule and that the expiration date of such stock options (other
     than incentive stock options) be automatically extended by the length of
     time such participant remained terminated by reason of disability.

     These amendments to the 1994 Plan were ratified by a vote of 4,435,575 for
     and 146,202 against,   with 5,500 abstaining.

     Ratification of Accountants:
     ----------------------------
     The selection of Ernst & Young, LLP as the Company's Auditors was ratified
     by a vote of 4,458,877   for and 2,200 against, with 1,200 abstaining

5    Other Information
     -----------------
 
          None
     
6    Exhibits and Reports on Form 8-K
     --------------------------------

          There are no Reports on Form 8-K

                                      12
<PAGE>
 
                          NAPRO BIOTHERAPEUTICS, INC.
                          ---------------------------

                              SEPTEMBER 30, 1996
                              ------------------


                                  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.


                                   NAPRO BIOTHERAPEUTICS, INC.



DATE:         , 1996          By:  /s/ Sterling K. Ainsworth
       -------------               --------------------------------------------

                                   Sterling K. Ainsworth
                                   President and Chief Executive Officer
                                   (Principal Executive Officer)



DATE:         , 1996          By:  /s/ Gordon Link
       -------------               --------------------------------------------

                                   Gordon Link
                                   Vice President and Chief Financial Officer
                                   (Principal Financial Officer and Principal
                                   Accounting Officer)

                                      13