SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                              Form 10-K/A

(Mark One)

     X    Annual Report Pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934 for the Year Ended December
          31, 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.

Incorporated in Delaware                         IRS ID No.  84-1187753
                        6304 Spine Road, Unit A
                        Boulder, Colorado 80301
                            (303) 530-3891

Securities registered pursuant to Section 12(b) of the Act:  none
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $.0075 par value; Preferred Stock Purchase Rights

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(b) of the Securities
Exchange Act of 1934 during the preceding 12 months (or such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. 
Yes  x    No    

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of the Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.
                              ----------

The aggregate market value of the voting stock held by non-affiliates
of the registrant was $93,507,156 as of March 21, 1997.

The number of shares outstanding of each of the registrant's classes
of common stock, as of March 21, 1997:

Common Stock             11,767,251
Nonvoting Common Stock   595,000

Incorporated by reference in Part III of this report is the
information contained in the NaPro Proxy Statement for the 1997 Annual
Meeting of Stockholders.

<PAGE>


                                Part IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form
          8-K

Financial Statements

The Financial Statement Index is found on Page F-1.

Financial Statement Schedules

All schedules are omitted because they are not applicable or not
required or  because the information is included in the consolidated
financial statements or  the notes thereto.

Exhibits and Reports on Form 8-K

NaPro filed a November 8, 1996, Current Report Form 8-K reporting the
adoption of a Stockholder Rights Plan. 

Exhibit
Number    Description of Exhibit

3.1       Amended and Restated Certificate of Incorporation of the
          Company, as amended August 2, 1996 (1)
3.2       Certificate of Designation for Convertible Preferred Stock,
          Series A. Incorporated herein by reference from the
          Company's Quarterly Report on Form 10-Q filed with the
          Commission for the quarter ended June 30, 1995 (File No.
          0-24320) (1)
3.3       Certificate of Designation for Series B Junior Participating
          Preferred Stock.  Incorporated herein by reference from the
          Company's November 8, 1996 Current Report Form 8-K (File No.
          0-24320) (1)
3.4       Bylaws of the Company.  Incorporated herein by reference
          from the Registration Statement on Form S-1 of the Company,
          filed with the Commission on July 24, 1994 (File No.
          33-78016) (1)
4.1       Common Stock Certificate.  Incorporated herein by reference
          from the Registration Statement on Form S-1 of the Company,
          filed with the Commission on July 24, 1994 (File No.
          33-78016) (1)
4.2       Underwriter's Warrant Agreement.  Incorporated herein by
          reference from the Registration Statement on Form S-1 of the
          Company, filed with the Commission on July 24, 1994 (File
          No. 33-78016) (1)
4.3       Warrant Agreement.  Incorporated herein by reference from
          the Registration Statement on Form S-1 of the Company, filed
          with the Commission on July 24, 1994 (File No. 33-78016) (1)
4.4       Warrant Certificate.  Incorporated herein by reference from
          the Registration Statement on Form S-1 of the Company, filed
          with the Commission on July 24, 1994 (File No. 33-78016) (1)
4.5       The Certificate of Incorporation and Bylaws of the Company
          are included as Exhibits 3.1 through 3.4 (1)
10.1*     Company's 1993 Stock Option Plan.  Incorporated herein by
          reference from the Registration Statement on Form S-1 of the
          Company, filed with the Commission on July 24, 1994 (File
          No. 33-78016) (1)
10.2*     Company's 1994 Long-Term Performance Incentive Plan, as
          amended July 30, 1996 (1)
10.3      Common Stock Warrant dated as of June 7, 1993 between the
          Company and Broadmark Capital Corporation.  Incorporated
          herein by reference from the Registration Statement on Form
          S-1 of the Company, filed with the Commission on July 24,
          1994 (File No. 33-78016) (1)
10.4      Stock Purchase Warrant dated as of June 7, 1993 between the
          Company and Arthur D. Harrison. Incorporated herein by
          reference from the Registration Statement on Form S-1 of the
          Company, filed with the Commission on July 24, 1994 (File
          No. 33-78016) (1)
10.5      Stock Purchase Warrant dated as of June 7, 1993 between the
          Company and D&N Holding Company.  Incorporated herein by
          reference from the Registration Statement on Form S-1 of the
          Company, filed with the Commission on July 24, 1994 (File
          No. 33-78016) (1)
10.6      Stock Purchase Warrant dated as of June 7, 1993 between the
          Company and Kirkland & Ellis. Incorporated herein by
          reference from the Registration Statement on Form S-1 of the
          Company, filed with the Commission on July 24, 1994 (File
          No. 33-78016) (1)
10.7      Stock Purchase Warrant dated as of December 15, 1992 between
          the Company and Kirkland & Ellis.  Incorporated herein by
          reference from the Registration Statement on Form S-1 of the
          Company, filed with the Commission on July 24, 1994 (File
          No. 33-78016) (1)
10.8      Stock Purchase Warrant dated as of June 3, 1992 between the
          Company and Herbert L Lucas. Incorporated herein by
          reference from the Registration Statement on Form S-1 of the
          Company, filed with the Commission on July 24, 1994 (File
          No. 33-78016) (1)
10.9      Stock Purchase Warrant dated as of June 3, 1992 between the
          Company and H.J. Meyers & Co., Inc.  Incorporated herein by
          reference from the Registration Statement on Form S-1 of the
          Company, filed with the Commission on July 24, 1994 (File
          No. 33-78016) (1)
10.10     Stock Purchase Warrant dated as of June 3, 1992 between the
          Company and Freshman, Marantz, Orlanski, Cooper, and Klein
          1993 Investments.  Incorporated herein by reference from the
          Registration Statement on Form S-1 of the Company, filed
          with the Commission on July 24, 1994 (File No. 33-78016) (1)
10.11     Stock Purchase Warrant dated as of April 30, 1993 between
          the Company and Pacific Regeneration Technologies, Inc. 
          Incorporated herein by reference from the Registration
          Statement on Form S-1 of the Company, filed with the
          Commission on July 24, 1994 (File No. 33-78016) (1)
10.12     Registration Agreement dated as of June 7, 1993 by and among
          the Company, D&N Holding Company, Sterling K. Ainsworth,
          Patricia A. Pilia, Leonard P. Shaykin, and Lawrence Helson.
          Incorporated herein by reference from the Registration
          Statement on Form S-1 of the Company, filed with the
          Commission on July 24, 1994 (File No. 33-78016) (1)
10.13     Amended and Restated Stockholders Agreement dated as of May
          31, 1994 by and among the Company, D&N Holding Company,
          Sterling K. Ainsworth, Patricia A. Pilia, Leonard P.
          Shaykin, and Lawrence Helson.  Incorporated herein by
          reference from the Registration Statement on Form S-1 of the
          Company, filed with the Commission on July 24, 1994 (File
          No. 33-78016) (1)
10.14*    Amended and Restated Employment and Executive Stock
          Agreement dated as of June 7, 1993 and amended and restated
          as of May 31, 1994 between the Company and Leonard P.
          Shaykin. Incorporated herein by reference from the
          Registration Statement on Form S-1 of the Company, filed
          with the Commission on July 24, 1994 (File No. 33-78016) (1)
10.15*    Amended and Restated Employment and Executive Stock
          Agreement dated as of June 7, 1993 and amended and restated
          as of May 31, 1994 between the Company and Sterling K.
          Ainsworth.  Incorporated herein by reference from the
          Registration Statement on Form S-1 of the Company, filed
          with the Commission on July 24, 1994 (File No. 33-78016) (1)
10.16*    Amended and Restated Employment and Executive Stock
          Agreement dated as of June 7, 1993 and amended and restated
          as of May 31, 1994 between the Company and Patricia A.
          Pilia.  Incorporated herein by reference from the
          Registration Statement on Form S-1 of the Company, filed
          with the Commission on July 24, 1994 (File No. 33-78016) (1)
10.17*    Amended and Restated Employment and Executive Stock
          Agreement dated as of June 7, 1993 and amended and restated
          as of May 31, 1994 between the Company and Lawrence Helson. 
          Incorporated herein by reference from the Registration
          Statement on Form S-1 of the Company, filed with the
          Commission on July 24, 1994 (File No. 33-78016) (1)
10.18*    Company's Stock Option Agreement with Sterling K. Ainsworth.
          Incorporated herein by reference from the Registration
          Statement on Form S-1 of the Company, filed with the
          Commission on July 24, 1994 (File No. 33-78016) (1)
10.19*    Company's Stock Option Agreement with Patricia A. Pilia. 
          Incorporated herein by reference from the Registration
          Statement on Form S-1 of the Company, filed with the
          Commission on July 24, 1994 (File No. 33-78016) (1)
10.20     Services and Supply Agreement dated as of December 1, 1993
          between the Company and Pacific BioTechnologies Inc. 
          Incorporated herein by reference from the Registration
          Statement on Form S-1 of the Company, filed with the
          Commission on July 24, 1994 (File No. 33-78016) (1)
10.21     Subscription Agreement dated as of April 29, 1993 between
          the Company and Pacific Regeneration Technologies. 
          Incorporated herein by reference from the Registration
          Statement on Form S-1 of the Company, filed with the
          Commission on July 24, 1994 (File No. 33-78016) (1)
10.22     Amended and Restated Master Agreement dated as of January
          19, 1994 between the Company and F.H. Faulding & Co., Ltd. 
          Incorporated herein by reference from the Registration
          Statement on Form S-1 of the Company, filed with the
          Commission on July 24, 1994 (File No. 33-78016) (1)
10.23     Amendment No. 1 to Amended and Restated Master Agreement
          Dated January 19, 1994, executed as of March 23, 1995. 
          Incorporated herein by reference from the Company's Annual
          Report on Form 10-K for the year ended December 31, 1994
          (File No. 0-24320) (1)
10.24     Agreement dated as of June 7, 1993 between the Company and
          Baker Norton Pharmaceuticals, Inc.  Incorporated herein by
          reference from the Registration Statement on Form S-1 of the
          Company, filed with the Commission on July 24, 1994 (File
          No. 33-78016) (1)
10.25     Lease dated February 28, 1995 between the Company and the
          Mutual Life of Canada. Incorporated herein by reference from
          the Company's Quarterly Report on Form 10-Q for the quarter
          ended June 30, 1995 (File No. 0-24320) (1)
10.26     Subscription Agreement and Investment Letter between the
          Company and NaPro BioTherapeutics (Canada), Inc. 
          Incorporated herein by reference from the Company's
          Quarterly Report on Form 10-Q for the quarter ended June 30,
          1995 (File No. 0-24320) (1)
10.27     Put/Call Agreement dated July 12, 1995 between the Company
          and the Purchasers of Series A Preferred Shares of NaPro
          BioTherapeutics (Canada) Inc. Incorporated herein by
          reference from the Company's Quarterly Report on Form 10-Q
          for the quarter ended June 30, 1995 (File No. 0-24320) (1)
10.28     Side Letter dated July 21, 1995 to Put/Call Agreement. 
          Incorporated herein by reference from the Company's
          Quarterly Report on Form 10-Q for the quarter ended June 30,
          1995 (File No. 0-24320) (1)
10.29     Engagement Letter dated February 16, 1995 between the
          Company and Capital West Partners. Incorporated herein by
          reference from the Company's Quarterly Report on Form 10-Q
          for the quarter ended June 30, 1995 (File No. 0-24320) (1)
10.30     Subscription Agreement between the Company and the
          purchasers of Convertible Preferred Stock, Series A, of the
          Company.  Incorporated herein by reference from the
          Company's Quarterly Report on Form 10-Q for the quarter
          ended June 30, 1995 (File No. 0-24320) (1)
10.31     Purchase Agreement between the Company and certain
          purchasers of Preferred Shares of NaPro BioTherapeutics
          (Canada) Inc.  Incorporated herein by reference from the
          Company's Quarterly Report on Form 10-Q for the quarter
          ended June 30, 1995 (File No. 0-24320) (1)
10.32     Purchase Agreement between the Company and BPI Capital
          Management Corporation as to Preferred Shares of NaPro
          BioTherapeutics (Canada) Inc. Incorporated herein by
          reference from the Company's Quarterly Report on Form 10-Q
          for the quarter ended June 30, 1995 (File No. 0-24320) (1)
10.33     Lease between the Company and Gunbarrel Facility L.L.C.
          dated October 16, 1995.  Incorporated herein by reference
          from the Company's Annual Report on Form 10-K for the year
          ended December 31, 1995 (File No. 0-24320) (1)
10.34     First Amendment to Lease dated November 27, 1995, between
          the Company and Gunbarrel Facility L.L.C.  Incorporated
          herein by reference from the Company's Annual Report on Form
          10-K for the year ended December 31, 1995 (File No.
          0-24320) (1)
10.35     Agreement between the Company and Pacific BioTechnologies
          Inc. dated March 29, 1996. Incorporated herein by reference
          from the Company's Annual Report on Form 10-K for the year
          ended December 31, 1995 (File No. 0-24320) (1)
10.36     Culture Agreement dated March 1, 1996 between Zelenka
          Nursery, Inc. ("Zelenka") and the Company.  Incorporated
          herein by reference from the Registration Statement on Form
          S-1 of the Company filed with the Commission on August 1,
          1996 (File No. 333-3051) (1)
10.37     Agreement for Sale, Harvest and Storage of Nursery Stock
          dated May 1, 1996 between Zelenka and the Company. 
          Incorporated herein by reference from the Registration
          Statement on Form S-1 of the Company filed with the
          Commission on August 1, 1996 (File No. 333-3051) (1)
10.38     Culture Agreement dated as of March 1, 1997 between Zelenka
          and the Company.  The Company is filing with the Commission
          a Confidential Treatment Request with respect to certain
          portions of this agreement, and accordingly, certain
          portions have been omitted from the agreement and filed
          separately with the Commission.
10.39     Lease Agreement dated as of March 1, 1997 between Zelenka
          and the Company.  The Company is filing with the Commission
          a Confidential Treatment Request with respect to certain
          portions of this agreement, and accordingly, certain
          portions have been omitted from the agreement and filed
          separately with the Commission.
10.40     Agreement for Sale and Purchase of Nursery Stock dated as of
          March 1, 1997 between Zelenka and the Company.  The Company
          is filing with the Commission a Confidential Treatment
          Request with respect to certain portions of this agreement,
          and accordingly, certain portions have been omitted from the
          agreement and filed separately with the Commission.
21.1      List of Subsidiaries.  Incorporated herein by reference from
          the Registration Statement of the Company on Form S-1, filed
          with the Commission on May 20, 1996 (File No. 33-78016) (1)
23.1      Consent of Ernst & Young LLP, Independent Auditors (1)
24.1      Powers of Attorney (1)
27.1      Financial Data Schedule (1)


* A management compensation plan.
(1) Previously filed.

<PAGE>

                              Signatures

Pursuant to Section 13 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.



By: /s/ Gordon H. Link, Jr.   
     Gordon H. Link, Jr.
     Chief Financial Officer

Date: June 5, 1997

<PAGE>

EXHIBIT INDEX

Exhibit
Number    Description of Exhibit

3.1       Amended and Restated Certificate of Incorporation of the
          Company, as amended August 2, 1996 (1)
3.2       Certificate of Designation for Convertible Preferred Stock,
          Series A. Incorporated herein by reference from the
          Company's Quarterly Report on Form 10-Q filed with the
          Commission for the quarter ended June 30, 1995 (File No.
          0-24320) (1)
3.3       Certificate of Designation for Series B Junior Participating
          Preferred Stock.  Incorporated herein by reference from the
          Company's November 8, 1996 Current Report Form 8-K (File No.
          0-24320) (1)
3.4       Bylaws of the Company.  Incorporated herein by reference
          from the Registration Statement on Form S-1 of the Company,
          filed with the Commission on July 24, 1994 (File No.
          33-78016) (1)
4.1       Common Stock Certificate.  Incorporated herein by reference
          from the Registration Statement on Form S-1 of the Company,
          filed with the Commission on July 24, 1994 (File No.
          33-78016) (1)
4.2       Underwriter's Warrant Agreement.  Incorporated herein by
          reference from the Registration Statement on Form S-1 of the
          Company, filed with the Commission on July 24, 1994 (File
          No. 33-78016) (1)
4.3       Warrant Agreement.  Incorporated herein by reference from
          the Registration Statement on Form S-1 of the Company, filed
          with the Commission on July 24, 1994 (File No. 33-78016) (1)
4.4       Warrant Certificate.  Incorporated herein by reference from
          the Registration Statement on Form S-1 of the Company, filed
          with the Commission on July 24, 1994 (File No. 33-78016) (1)
4.5       The Certificate of Incorporation and Bylaws of the Company
          are included as Exhibits 3.1 through 3.4 (1)
10.1*     Company's 1993 Stock Option Plan.  Incorporated herein by
          reference from the Registration Statement on Form S-1 of the
          Company, filed with the Commission on July 24, 1994 (File
          No. 33-78016) (1)
10.2*     Company's 1994 Long-Term Performance Incentive Plan, as
          amended July 30, 1996 (1)
10.3      Common Stock Warrant dated as of June 7, 1993 between the
          Company and Broadmark Capital Corporation.  Incorporated
          herein by reference from the Registration Statement on Form
          S-1 of the Company, filed with the Commission on July 24,
          1994 (File No. 33-78016) (1)
10.4      Stock Purchase Warrant dated as of June 7, 1993 between the
          Company and Arthur D. Harrison. Incorporated herein by
          reference from the Registration Statement on Form S-1 of the
          Company, filed with the Commission on July 24, 1994 (File
          No. 33-78016) (1)
10.5      Stock Purchase Warrant dated as of June 7, 1993 between the
          Company and D&N Holding Company.  Incorporated herein by
          reference from the Registration Statement on Form S-1 of the
          Company, filed with the Commission on July 24, 1994 (File
          No. 33-78016) (1)
10.6      Stock Purchase Warrant dated as of June 7, 1993 between the
          Company and Kirkland & Ellis. Incorporated herein by
          reference from the Registration Statement on Form S-1 of the
          Company, filed with the Commission on July 24, 1994 (File
          No. 33-78016) (1)
10.7      Stock Purchase Warrant dated as of December 15, 1992 between
          the Company and Kirkland & Ellis.  Incorporated herein by
          reference from the Registration Statement on Form S-1 of the
          Company, filed with the Commission on July 24, 1994 (File
          No. 33-78016) (1)
10.8      Stock Purchase Warrant dated as of June 3, 1992 between the
          Company and Herbert L Lucas. Incorporated herein by
          reference from the Registration Statement on Form S-1 of the
          Company, filed with the Commission on July 24, 1994 (File
          No. 33-78016) (1)
10.9      Stock Purchase Warrant dated as of June 3, 1992 between the
          Company and H.J. Meyers & Co., Inc.  Incorporated herein by
          reference from the Registration Statement on Form S-1 of the
          Company, filed with the Commission on July 24, 1994 (File
          No. 33-78016) (1)
10.10     Stock Purchase Warrant dated as of June 3, 1992 between the
          Company and Freshman, Marantz, Orlanski, Cooper, and Klein
          1993 Investments.  Incorporated herein by reference from the
          Registration Statement on Form S-1 of the Company, filed
          with the Commission on July 24, 1994 (File No. 33-78016) (1)
10.11     Stock Purchase Warrant dated as of April 30, 1993 between
          the Company and Pacific Regeneration Technologies, Inc. 
          Incorporated herein by reference from the Registration
          Statement on Form S-1 of the Company, filed with the
          Commission on July 24, 1994 (File No. 33-78016) (1)
10.12     Registration Agreement dated as of June 7, 1993 by and among
          the Company, D&N Holding Company, Sterling K. Ainsworth,
          Patricia A. Pilia, Leonard P. Shaykin, and Lawrence Helson.
          Incorporated herein by reference from the Registration
          Statement on Form S-1 of the Company, filed with the
          Commission on July 24, 1994 (File No. 33-78016) (1)
10.13     Amended and Restated Stockholders Agreement dated as of May
          31, 1994 by and among the Company, D&N Holding Company,
          Sterling K. Ainsworth, Patricia A. Pilia, Leonard P.
          Shaykin, and Lawrence Helson.  Incorporated herein by
          reference from the Registration Statement on Form S-1 of the
          Company, filed with the Commission on July 24, 1994 (File
          No. 33-78016) (1)
10.14*    Amended and Restated Employment and Executive Stock
          Agreement dated as of June 7, 1993 and amended and restated
          as of May 31, 1994 between the Company and Leonard P.
          Shaykin. Incorporated herein by reference from the
          Registration Statement on Form S-1 of the Company, filed
          with the Commission on July 24, 1994 (File No. 33-78016) (1)
10.15*    Amended and Restated Employment and Executive Stock
          Agreement dated as of June 7, 1993 and amended and restated
          as of May 31, 1994 between the Company and Sterling K.
          Ainsworth.  Incorporated herein by reference from the
          Registration Statement on Form S-1 of the Company, filed
          with the Commission on July 24, 1994 (File No. 33-78016) (1)
10.16*    Amended and Restated Employment and Executive Stock
          Agreement dated as of June 7, 1993 and amended and restated
          as of May 31, 1994 between the Company and Patricia A.
          Pilia.  Incorporated herein by reference from the
          Registration Statement on Form S-1 of the Company, filed
          with the Commission on July 24, 1994 (File No. 33-78016) (1)
10.17*    Amended and Restated Employment and Executive Stock
          Agreement dated as of June 7, 1993 and amended and restated
          as of May 31, 1994 between the Company and Lawrence Helson. 
          Incorporated herein by reference from the Registration
          Statement on Form S-1 of the Company, filed with the
          Commission on July 24, 1994 (File No. 33-78016) (1)
10.18*    Company's Stock Option Agreement with Sterling K. Ainsworth.
          Incorporated herein by reference from the Registration
          Statement on Form S-1 of the Company, filed with the
          Commission on July 24, 1994 (File No. 33-78016) (1)
10.19*    Company's Stock Option Agreement with Patricia A. Pilia. 
          Incorporated herein by reference from the Registration
          Statement on Form S-1 of the Company, filed with the
          Commission on July 24, 1994 (File No. 33-78016) (1)
10.20     Services and Supply Agreement dated as of December 1, 1993
          between the Company and Pacific BioTechnologies Inc. 
          Incorporated herein by reference from the Registration
          Statement on Form S-1 of the Company, filed with the
          Commission on July 24, 1994 (File No. 33-78016) (1)
10.21     Subscription Agreement dated as of April 29, 1993 between
          the Company and Pacific Regeneration Technologies. 
          Incorporated herein by reference from the Registration
          Statement on Form S-1 of the Company, filed with the
          Commission on July 24, 1994 (File No. 33-78016) (1)
10.22     Amended and Restated Master Agreement dated as of January
          19, 1994 between the Company and F.H. Faulding & Co., Ltd. 
          Incorporated herein by reference from the Registration
          Statement on Form S-1 of the Company, filed with the
          Commission on July 24, 1994 (File No. 33-78016) (1)
10.23     Amendment No. 1 to Amended and Restated Master Agreement
          Dated January 19, 1994, executed as of March 23, 1995. 
          Incorporated herein by reference from the Company's Annual
          Report on Form 10-K for the year ended December 31, 1994
          (File No. 0-24320) (1)
10.24     Agreement dated as of June 7, 1993 between the Company and
          Baker Norton Pharmaceuticals, Inc.  Incorporated herein by
          reference from the Registration Statement on Form S-1 of the
          Company, filed with the Commission on July 24, 1994 (File
          No. 33-78016) (1)
10.25     Lease dated February 28, 1995 between the Company and the
          Mutual Life of Canada. Incorporated herein by reference from
          the Company's Quarterly Report on Form 10-Q for the quarter
          ended June 30, 1995 (File No. 0-24320) (1)
10.26     Subscription Agreement and Investment Letter between the
          Company and NaPro BioTherapeutics (Canada), Inc. 
          Incorporated herein by reference from the Company's
          Quarterly Report on Form 10-Q for the quarter ended June 30,
          1995 (File No. 0-24320) (1)
10.27     Put/Call Agreement dated July 12, 1995 between the Company
          and the Purchasers of Series A Preferred Shares of NaPro
          BioTherapeutics (Canada) Inc. Incorporated herein by
          reference from the Company's Quarterly Report on Form 10-Q
          for the quarter ended June 30, 1995 (File No. 0-24320) (1)
10.28     Side Letter dated July 21, 1995 to Put/Call Agreement. 
          Incorporated herein by reference from the Company's
          Quarterly Report on Form 10-Q for the quarter ended June 30,
          1995 (File No. 0-24320) (1)
10.29     Engagement Letter dated February 16, 1995 between the
          Company and Capital West Partners. Incorporated herein by
          reference from the Company's Quarterly Report on Form 10-Q
          for the quarter ended June 30, 1995 (File No. 0-24320) (1)
10.30     Subscription Agreement between the Company and the
          purchasers of Convertible Preferred Stock, Series A, of the
          Company.  Incorporated herein by reference from the
          Company's Quarterly Report on Form 10-Q for the quarter
          ended June 30, 1995 (File No. 0-24320) (1)
10.31     Purchase Agreement between the Company and certain
          purchasers of Preferred Shares of NaPro BioTherapeutics
          (Canada) Inc.  Incorporated herein by reference from the
          Company's Quarterly Report on Form 10-Q for the quarter
          ended June 30, 1995 (File No. 0-24320) (1)
10.32     Purchase Agreement between the Company and BPI Capital
          Management Corporation as to Preferred Shares of NaPro
          BioTherapeutics (Canada) Inc. Incorporated herein by
          reference from the Company's Quarterly Report on Form 10-Q
          for the quarter ended June 30, 1995 (File No. 0-24320) (1)
10.33     Lease between the Company and Gunbarrel Facility L.L.C.
          dated October 16, 1995.  Incorporated herein by reference
          from the Company's Annual Report on Form 10-K for the year
          ended December 31, 1995 (File No. 0-24320) (1)
10.34     First Amendment to Lease dated November 27, 1995, between
          the Company and Gunbarrel Facility L.L.C.  Incorporated
          herein by reference from the Company's Annual Report on Form
          10-K for the year ended December 31, 1995 (File No.
          0-24320) (1)
10.35     Agreement between the Company and Pacific BioTechnologies
          Inc. dated March 29, 1996. Incorporated herein by reference
          from the Company's Annual Report on Form 10-K for the year
          ended December 31, 1995 (File No. 0-24320) (1)
10.36     Culture Agreement dated March 1, 1996 between Zelenka
          Nursery, Inc. ("Zelenka") and the Company.  Incorporated
          herein by reference from the Registration Statement on Form
          S-1 of the Company filed with the Commission on August 1,
          1996 (File No. 333-3051) (1)
10.37     Agreement for Sale, Harvest and Storage of Nursery Stock
          dated May 1, 1996 between Zelenka and the Company. 
          Incorporated herein by reference from the Registration
          Statement on Form S-1 of the Company filed with the
          Commission on August 1, 1996 (File No. 333-3051) (1)
10.38     Culture Agreement dated as of March 1, 1997 between Zelenka
          and the Company.  The Company is filing with the Commission
          a Confidential Treatment Request with respect to certain
          portions of this agreement, and accordingly, certain
          portions have been omitted from the agreement and filed
          separately with the Commission.
10.39     Lease Agreement dated as of March 1, 1997 between Zelenka
          and the Company.  The Company is filing with the Commission
          a Confidential Treatment Request with respect to certain
          portions of this agreement, and accordingly, certain
          portions have been omitted from the agreement and filed
          separately with the Commission.
10.40     Agreement for Sale and Purchase of Nursery Stock dated as of
          March 1, 1997 between Zelenka and the Company.  The Company
          is filing with the Commission a Confidential Treatment
          Request with respect to certain portions of this agreement,
          and accordingly, certain portions have been omitted from the
          agreement and filed separately with the Commission.
21.1      List of Subsidiaries.  Incorporated herein by reference from
          the Registration Statement of the Company on Form S-1, filed
          with the Commission on May 20, 1996 (File No. 33-78016) (1)
23.1      Consent of Ernst & Young LLP, Independent Auditors (1)
24.1      Powers of Attorney (1)
27.1      Financial Data Schedule (1)


* A management compensation plan.
(1) Previously filed.