<PAGE>   1

                                  FORM 10-Q/A


                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON D.C. 20549


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


       For the quarter ended June 30, 1996 Commission File Number 0-16594


                        MEDICAL TECHNOLOGY SYSTEMS, INC.
       -----------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


          DELAWARE                                           59-2740462
          --------                                           -----------
(State or other jurisdiction of                      (I.R.S. Employer ID Number)
 incorporation or organization)


             12920 Automobile Boulevard, Clearwater, Florida  34622
             ------------------------------------------------------
                   (address of principal executive offices)


Registrant's telephone number, including area code:  (813) 576-6311
                                                     --------------

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 of 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (for 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 whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.   YES  X    NO 
                           -----     -----

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


                   Class                   Outstanding at June 30, 1996
                   -----                   ----------------------------

        Common Stock, $.01 par value               5,445,335
        Preferred Stock, $.0001 par value          6,500,000






<PAGE>   2




               MEDICAL TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARIES




                                     INDEX

<TABLE>
<CAPTION>
                                                                                                       Page
                                                                                                       ----
<S>       <C>                                                                                           <C>                     
Part I - Financial Information

Item 1.   Financial Statements

          Consolidated Balance Sheets -
            March 31, 1996 and June 30,1996 .......................................................     1


          Consolidated Statements of Operations -
            Three months ended June 30, 1995 and 1996 .............................................     2


          Consolidated Statements of Changes in Stockholders' Equity (Deficit) -
            Three months ended June 30, 1996 ......................................................     3


          Consolidated Statements of Cash Flow -
            Three months ended June 30, 1995 and 1996 .............................................     4


          Notes to Consolidated Financial Statements ..............................................     5-9


Item 2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations ...................................................     10-11


Part II - Other Information

Item 5.   Other Information .......................................................................     12

Item 6.   Exhibits and Reports on Form 8-K ........................................................     12


          Signature ...............................................................................     12
</TABLE>


                                      i

<PAGE>   3
                         PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
               MEDICAL TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)

                                     ASSETS

<TABLE>
<CAPTION>

                                                                                    June 30,   March 31,
                                                                                      1996       1996
                                                                                      ----       ----
<S>                                                                                <C>        <C>
Current Assets:                                                                         (Unaudited)
        Cash ................................................................      $  1,328   $     965
        Accounts Receivable, Net ............................................         2,990       3,260
        Income Taxes ........................................................           819         880
        Inventories .........................................................         2,331       2,445
        Prepaids and Other ..................................................           260         264
                                                                                   --------   ---------
        Total Current Assets ................................................         7,728       7,814      

Property and Equipment, Net .................................................         4,655       4,917      
                                                                                                               
Other Assets:                                                                                                  
        Goodwill, Net .......................................................           946         971      
        MedServ Development and Related Software, Net .......................           159         170      
        Patents, Net ........................................................           558         565      
        Net Assets of Discontinued Operations ...............................           -0-         -0-     
        Other, Net ..........................................................           236         232      
                                                                                   --------   ---------
        Total Other Assets ..................................................         1,899       1,938      
                                                                                   --------   ---------

Total Assets ................................................................      $ 14,282   $  14,669
                                                                                   ========   =========

<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
        Current Maturities of Long-Term Debt ................................      $    165   $     168
        Accounts Payable-Trade and Accrued Liabilities ......................         1,943       2,240
        Income Taxes Payable ................................................           -0-         -0-
                                                                                   --------   ---------
        Total Current Liabilities ...........................................         2,108       2,408

Liabilities Subject to Compromise ...........................................        30,007      30,457
                                                                                  
Long-Term Debt, Less Current Maturities .....................................           350         350
Deferred Income Taxes .......................................................           -0-         -0-
                                                                                   --------   ---------
Total Liabilities ...........................................................        32,465      33,215
                                                                                   --------   ---------

Stockholders' Equity (Deficit):
        Voting Preferred Stock ..............................................             1           1
        Common Stock ........................................................            55          55
        Capital in Excess of Par Value ......................................         8,320       8,320
        Retained Earnings (Deficit) .........................................       (26,228)    (26,591)
        Less: Treasury Stock ................................................          (331)       (331)
                                                                                   --------   ---------
        Total Stockholders' Equity (Deficit) ................................       (18,183)    (18,546)
                                                                                   --------   ---------

Total Liabilities and Stockholders' Equity ..................................      $ 14,282   $  14,669
                                                                                   ========   =========

a) Liabilities Subject to Compromise consist of the following:

        Secured Debt ........................................................      $ 27,708   $  28,158
        Trade and Other Miscellaneous Claims ................................         2,299       2,299
                                                                                   ---------  ---------
                                                                                   $ 30,007   $  30,457
                                                                                   =========  =========
</TABLE>

The accompanying notes are an integral part of these financial statements.



                                      1

<PAGE>   4


               MEDICAL TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
               (In Thousands; except Earnings Per Share Amounts)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                     June 30,
                                                                                1996          1995
Revenue:                                                                        ----          ----
<S>                                                                            <C>         <C>
Net Sales and Services ...................................................     $  4,882    $  3,968     
                                                                               --------    --------                   
Costs and Expenses:                                                                                   
                                                                                                      
  Cost of Sales ..........................................................        2,846       2,085      
  Selling, General and Administrative ....................................        1,334       1,892      
  Depreciation and Amortization ..........................................          339         253      
  Interest, Net (Contractual Interest in 1996 - $618) ....................          -0-         584      
                                                                               --------    --------                   
                                                                                                         
       Total Costs and Expenses ..........................................        4,519       4,814      
                                                                               --------    --------          
                                                                                                             
Income (Loss) from Continuing Operations Before Taxes and                                                    
  Discontinued Operations ................................................          363        (846)         
                                                                                                             
  Income Tax (Benefit) ...................................................          -0-        (321)         
                                                                               --------    --------          
                                                                                                             
Income (Loss) from Continuing Operations Before Discontinued Operations ..          363        (525)         
                                                                                                             
Income from Discontinued Operations, Net of Income Tax ...................          -0-          39          
                                                                               --------    --------          
                                                                                                             
Net Income (Loss) ........................................................     $    363    $   (486)         
                                                                               ========    ========          
                                                                                                             
Primary Net Earnings (Loss) per Common Share:                                                                
  Income (Loss) from Continuing Operations ...............................     $    .07    $   (.13)         
  Income (Loss) from Discontinued Operations .............................          .00         .01          
                                                                               --------    --------          
  Net Income (Loss) Per Common Share .....................................     $    .07    $   (.12)         
                                                                               ========    ========          
                                                                                                             
  Weighted average Common Share outstanding, Primary .....................        5,445       3,989          
                                                                               ========    ========          
                                                                                                             
Fully Diluted Net Earnings (Loss) per Common Share:                                                          
  Income (Loss) from Continuing Operations ...............................     $    .07    $   (.13)         
  Income (Loss) from Discontinued Operations .............................          .00         .01          
                                                                               --------    --------          
  Net Income (Loss) Per Common Share .....................................     $    .07    $   (.12)         
                                                                               ========    ========          
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                       2



<PAGE>   5


               MEDICAL TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                        THREE MONTHS ENDED JUNE 30, 1996
                        (In Thousands Except Share Data)





<TABLE>
<CAPTION>

                                                                    COMMON STOCK
                                           ------------------------------------------------------------------------  
                                              Number      $.01      Capital in    Retained
                                                of        Par       Excess of     Earnings     Treasury
                                              Shares      Value     Par Value     (Deficit)      Stock      Total
                                              ------      -----     ---------     ---------    --------     -----
<S>                                        <C>            <C>       <C>           <C>          <C>        <C>
Balance, March 31,1996 ........            5,485,335      $  55     $   8,320     $ (26,591)   $   (331)  $ (18,547)

Net Income for Three Months
Ended June 30, 1996 ...........                                                         363                     363
                                           ------------------------------------------------------------------------

Balance, June 30, 1996 ........            5,485,335      $  55     $   8,320     $ (26,228)   $   (331)  $ (18,184)
                                           ========================================================================

<CAPTION>

                                                                    VOTING PREFERRED STOCK
                                           ------------------------------------------------------------------------
                                              Number      $.01      
                                                of        Par       
                                              Shares      Value     
                                              ------      -----     
<S>                                        <C>            <C>                                             <C>
Balance, March 31, 1996........            6,500,000      $   1                                          $      1
                                           ---------      -----                                          --------

Balance, June 30, 1996.........            6,500,000      $   1                                          $      1
                                           ---------      -----                                          --------

Total Stockholders' Equity (Deficit),
  June 30, 1996................                                                                          $(18,183)
                                                                                                         ========
</TABLE>


The accompanying notes are an integral part of these financial statements.





                                      3



<PAGE>   6


               MEDICAL TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                        THREE Months Ended 
                                                                                              June 30,
                                                                                     1996                   1995
                                                                                     ----                   ----
<S>                                                                                 <C>                 <C>
OPERATING ACTIVITIES

Income (Loss) from Continuing Operations ..................................         $  363              $  (525)

Adjustments to Reconcile Net Income (Loss) to Net Cash
    Provided (Used) by Operating Activities:
 Depreciation and Amortization.............................................            339                  253

 (Increase) Decrease in:
   Accounts Receivable ....................................................            270                  107
   Income Taxes Receivable ................................................             61                  -0-
   Inventories ............................................................            114                 (786)
   Prepaid Expenses and Other Assets ......................................              4                 (145)
 Increase (Decrease) in:
   Accounts Payable and Other Accrued Liabilities .........................           (297)                 (58)
   Income Taxes Payable and Deferred Taxes ................................            -0-                  (49)
                                                                                    ------              -------
 Total Adjustments ........................................................            491                 (678)
                                                                                    ------              -------
 Net Cash Provided (Used) by Continuing Operations ........................            854               (1,203)
                                                                                    ------              -------
 Net Cash Provided by Discontinued Operations .............................            -0-                   42
                                                                                    ------              -------

INVESTING ACTIVITIES
 Expended for Property and Equipment ......................................            (38)                (263)
 Expended for Software Development ........................................            -0-                 (176)
 Expended for Product Development .........................................            -0-                  (80)
 Expended for Patents and Other Assets ....................................            -0-                 (350)
                                                                                    ------              -------

 Net Cash Used by Investing Activities ....................................            (38)                (869)
                                                                                    ------              -------

FINANCING ACTIVITIES
 Payments on Notes Payable, Long-Term Debt ................................           (453)              (6,323)
 Net Proceeds from Line of Credit .........................................            -0-                8,338
 Issuance of Common Stock .................................................            -0-                    5
                                                                                    ------              -------
 Net cash (Used) Provided by Financing Activities .........................           (453)               2,020
                                                                                    ------              -------

NET INCREASE (DECREASE) IN CASH ...........................................            363                  (10)

CASH AT BEGINNING OF PERIOD ...............................................            965                  613
                                                                                    ------              -------
CASH AT END OF PERIOD .....................................................         $1,328              $   603
                                                                                    ======              =======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Cash Paid for Interest ...................................................         $  -0-              $   567
                                                                                    ======              =======
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                      4



<PAGE>   7


               MEDICAL TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED JUNE 30, 1996


NOTE A - BASIS OF PRESENTATION

     The accompanying unaudited condensed 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 notes 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 three month period
ended June 30, 1996 are not necessarily indicative of the results that may be
expected for the year ended March 31, 1997.  The unaudited condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
annual report on Form 10-K for the year ended March 31, 1996.


NOTE B - PRODUCT LINE INFORMATION

     The following table illustrates the revenue contributed by the Company's
two product lines for the three and six months ended June 30, 1996 and 1995:


<TABLE>
<CAPTION>
                                             Revenue by Product Line
                                           Three Months Ended June 30,
                                               1996          1995
                                              ------        ------
<S>                                           <C>           <C>
Medication Dispensing Systems                 $3,286        $2,729
Clinical Laboratory Services                   1,596         1,239
                                              ------        ------

                                              $4,882        $3,968
                                              ======        ======
</TABLE>


NOTE C - CHAPTER 11 REORGANIZATION MATTERS

     As a result of significant losses in the second quarter of fiscal 1996,
the Company was in violation of certain financial covenants in the borrowing
agreements with its principal lenders.  The Company was unable to reach an
agreement with its lenders to amend or restructure the debt.  The extended
negotiations with the Company's lenders created substantial uncertainty which
led to management's decision to file for protection under Chapter 11 for
certain of its subsidiaries.

     During the fourth quarter of  1996, the Company filed voluntary petitions
for relief under Chapter 11 ("Chapter 11") of Title 11 of the United States
Bankruptcy Code in the Middle District of Florida, Tampa Division (the
"Bankruptcy Court") for four of its subsidiaries (MTS debtors).  The MTS
debtors are presently operating their businesses as debtors-in-possession under
the jurisdiction of the Bankruptcy Court and intend to reorganize pursuant to
Chapter 11.  As debtors-in-possession, the MTS debtors may engage in
transactions within the ordinary course of business without approval of the
Bankruptcy Court.

     Liabilities subject to compromise in the accompanying consolidated balance
sheets represent the Company's estimate of liabilities as of the filing date
subject to adjustment in the reorganization process.  Under Chapter 11, actions
to enforce certain claims against the MTS debtor subsidiaries are stayed if the
claims arose, or are based on events that occurred, on or before the petition
date.  The ultimate terms of settlement of these liabilities and claims will be
determined in accordance with a plan of reorganization which requires the
approval of prepetition creditors and confirmation by the Bankruptcy Court.
Other liabilities may arise or be subject to compromise as a result of
rejection of executory contracts, including leases, or the Bankruptcy Court's
resolution of claims for contingencies and other disputed amounts.  The
ultimate resolution of such liabilities will be part of a plan of
reorganization.  Claims secured by the debtor's assets ("secured claims") also
are stayed, although the creditors of such claims have the right to move the
court for relief from the stay.

                                       5



<PAGE>   8


               MEDICAL TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED JUNE 30, 1996


NOTE C - CHAPTER 11 REORGANIZATION MATTERS, CONTINUED

     The accompanying consolidated financial statements have been prepared on
the basis that the Company will continue as a going concern.  The Company's
total liabilities exceed its total assets by approximately $18 million as of
June 30, 1996.  In addition, the Company has loans in the amount of
approximately $28 million which are past due, and the major operating
subsidiaries of the Company have filed for protection under Chapter 11 of the
U.S. Bankruptcy Code.  These conditions raise substantial doubt as to the
Company's ability to continue as a going concern.  The consolidated financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.

     On May 16, 1996 the Company filed plans of reorganization with the
bankruptcy court for MTS Packaging Systems, Inc. and Medical Technology
Laboratories, Inc.  On July 5, 1996, a reorganization plan was also filed by
the Company for Vangard Labs, Inc.  The plan provides for the following
significant matters:

     (a)  A reduction in the amount of the existing bank indebtedness, as
          well as the interest rate on the indebtedness.

     (b)  A restructuring of the repayment terms of the bank
          indebtedness, which provides for interest payments only for a certain
          period and principal payments over an extended period of time.

     (c)  A reduction in the amount payable pursuant to the acquisition
          of Tampa Pathology Laboratory, as well as modification of the method
          of calculating the repayment.


     (d)  A restructuring of the amounts and repayment terms for the
          unsecured creditors of the MTS debtors.

     (e)  A restructuring of the management of the Company.

     (f)  The disposal of Vangard Labs, Inc. and GPC.

     In addition to the plan of reorganization submitted to the bankruptcy
court, management has instituted cost reduction measures, including significant
reductions in personnel in each of it subsidiaries.

     Management believes that the implementation of the plan of reorganization,
upon its confirmation by the bankruptcy court, and the effect of cost reduction
measures, will restore profitability and provide for adequate cash to support
its operation during the next fiscal year.  However, there can be no assurances
that this will occur.

     A confirmation hearing to approve each of these plans is scheduled for
September 4, 1996.  No assurance can be given that these plans will be
confirmed by the Bankruptcy Court.

     A plan of reorganization could materially change the amounts reported in
the accompanying consolidated financial statements, which do not give effect to
adjustments to the carrying values of assets and liabilities which might be a
consequence of a plan of reorganization.  The ability of the Company to
continue as a going concern is dependent on, among other things, confirmation
of an acceptable plan of reorganization, future profitable operations, the
ability to generate sufficient cash from operations and the ability to obtain
financing sources to meet future obligations.


NOTE D - DISCONTINUED OPERATIONS

     As part of a corporate restructuring strategy, the Company plans to
concentrate its resources on its medication card business and the medication
dispensing technology products which have been developed and are presently
marketable.  Although the clinical diagnostic laboratory business has been
identified as a non-core business, its operations are a source of cash to
support future debt obligations of the Company.  The Company's generic drug
repackaging subsidiary, Vangard Labs, Inc. whose production operations were
suspended on January 3, 1996 and subsequently filed a voluntary petition
under Chapter 11 of the United States Bankruptcy


                                       6



<PAGE>   9


               MEDICAL TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED JUNE 30, 1996


NOTE D - DISCONTINUED OPERATIONS, CONTINUED

Code in the Middle District of Florida on February 22, 1996, will be divested,
and as a result, has been treated as a discontinued operation. In addition,
the Glasgow Pharmaceutical Corporation (GPC) joint venture with Creighton
Pharmaceutical Corporation, a wholly owned subsidiary of Sandoz
Pharmaceuticals, Inc. is considered a discontinued operation primarily because
of its dependence upon Vangard production capabilities.

     The net assets and operating results of the discontinued operations were
segregated in the consolidated financial statements for all periods presented.


NOTE E - INVENTORIES

     The components of inventory consist of the following:

<TABLE>
<CAPTION>
                                                                      June 30,        March 31,
                                                                        1996            1996
                                                                       ------          ------                 
                                                                          (In Thousands)
                    <S>                                                <C>             <C>        
                    Raw Materials                                      $  859          $  661     
                    Finished Good and Work in Progress                  1,472           1,784     
                                                                       ------          ------                 
                                                                       $2,331          $2,445     
                                                                       ======          ======
</TABLE>

     Inventories are stated at the lower of cost (first-in, first-out) or 
market.


NOTE F - EARNINGS PER SHARE

     The Company calculates its fully diluted earnings per share under the
modified treasury stock method.  The utilization of the modified treasury stock
method for the three months ended June 30, 1996 is antidilutive.  As such, the
Company has presented its fully diluted earnings per share based upon the
weighted average number of shares outstanding.



NOTE G - LONG-TERM DEBT

 Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                                    June 30,          March 31,
                                                                                      1996              1996
                                                                                      ----              ----
                                                                                          (In Thousands)
<S>                                                                                 <C>               <C>
Note payable; interest at bank prime plus  1/2%; or LIBOR rate plus
        2 1/4%; payable $93,000 per month plus interest, maturing
 September, 1998, past due....................................................      $10,398           $10,398

Bank line of credit, interest at bank prime plus  1/2%, or LIBOR
  rate plus 2%; interest payable monthly; principal maturing
  September, 1996, past due...................................................       16,417            16,862
</TABLE>


                                      7



<PAGE>   10


               MEDICAL TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED JUNE 30, 1996



NOTE G - LONG-TERM DEBT, CONTINUED

<TABLE>
<CAPTION>
                                                                                         June 30,          March 31,      
                                                                                           1996              1996         
                                                                                           ----              ----         
                                                                                               (In Thousands)             
                                                                                                                          
<S>                                                                                    <C>                <C>             
Seller Financing Under Tampa Pathology Acquisition Agreement, face                                                        
 value of $971,000 discounted at 10%, with variable monthly payments                                                      
 until satisfied, past due........................................................          871                871        
                                                                                                                          
Other Notes and Agreements; interest and principal payable monthly and                                                    
 annual at various amounts through June 1998......................................          537                545        
                                                                                       --------           --------              
Total Long-Term Debt..............................................................       28,223             28,676        
                                                                                                                          
Less Current Portion..............................................................         (165)              (168)       
                                                                                                                          
Subject to Compromise.............................................................      (27,708)           (28,158)       
                                                                                       --------           --------            
LONG-TERM DEBT DUE AFTER 1 YEAR...................................................     $    350           $    350        
                                                                                       ========           ========
</TABLE>


     The following is a schedule by year of the principal payments required on
these notes payable and long-term debts exclusive of debt subject to compromise
as of June 30, 1996:


<TABLE>
<CAPTION>
                                (In Thousands)
   <S>                                                             <C>
   1997 .........................................................  $    165
   1998 .........................................................  $    350
</TABLE>


     The above bank loans and line of credit are collateralized by the
Company's accounts receivables, inventory, equipment and intangibles.  The
prime rate at June 30, 1996 was 8.25%.


NOTE H - SEGMENT INFORMATION

     The Company is a holding company operating through a number of separate
subsidiaries.  The operations of these subsidiaries are comprised of two
business segments; (1) the Medication Dispensing Systems segment which
manufactures and distributes equipment, systems and supplies to pharmacies who
service nursing homes and hospitals, and (2) the Clinical Laboratory Services
segment which provides diagnostic laboratory services to physicians.

     The following is operating information for these business segments for the
three months ended June 30, 1996 and 1995:


<TABLE>

                                                      Three Months Ended
                                                           June 30,
                                                  1996                    1995
                                                  ----                    ----
<S>                                             <C>                     <C>
Revenue of each Segment:
     Medication Dispensing Systems              $3,286                  $2,728
     Clinical Laboratory Services                1,596                   1,240
                                                ------                  ------
Total Revenue                                   $4,882                  $3,968
                                                ======                  ======
</TABLE>


                                       8



<PAGE>   11


               MEDICAL TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED JUNE 30, 1996


NOTE H - SEGMENT INFORMATION, CONTINUED

<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                                        June 30,
                                                              1996                      1995
                                                              ----                      ----
<S>                                                         <C>                      <C>
Operating Profit (Loss) of each Segment:
   Medication Dispensing Systems                            $   690                  $  (314)
   Clinical Laboratory Services                                 154                       64
                                                            -------                  -------
Total Operating Profit (Loss)                               $   844                  $  (250)
                                                            =======                  =======

Depreciation and Amortization Expense
of each Segment:
   Medication Dispensing Systems                            $   160                  $   142
   Clinical Laboratory Services                                  67                       36
                                                            -------                  -------
Total Depreciation and Amortization                         $   227                  $   178
                                                            =======                  =======

Identifiable Assets of each Segment:
   Medication Dispensing Systems                            $ 8,102                  $21,526
   Clinical Laboratory Services                               2,723                    5,988
                                                            -------                  -------
Total Assets                                                $10,825                  $27,514
                                                            =======                  =======

Capital Expenditures of each Segment:
   Medication Dispensing Systems                            $    36                  $   131
   Clinical Laboratory Services                                   2                      -0-
                                                            -------                  -------
Total Capital Expenditures                                  $    38                  $   131
                                                            =======                  =======
</TABLE>



NOTE I - CONDENSED COMBINED FINANCIAL INFORMATION

     The following condensed combined financial information represents the
financial position and results of operation of the MTS debtors, MTS Packaging,
Inc., MTS Laboratories, Inc. and MTS Sales and Marketing, Inc.:

<TABLE>
<CAPTION>

                                                                                            MTS Debtors
                                                                                           --------------
                                                                                           (In Thousands)
                                                                                     Three Months Ended June 30,
                                                                                       1996               1995
                                                                                       ----               ----
<S>                                                                                  <C>                <C>
Balance Sheet Data:
    Current Assets ...................................                               $  5,489           $  6,273
    Current Liabilities ..............................                                  2,415              1,827
    Non-Current Assets ...............................                                  4,143             15,473
    Non-Current Liabilities ..........................                                    891                 20
    Intercompany Payable (Receivable) ................                                 11,835             14,757
    Stockholders Equity (Deficit) ....................                                 (5,509)             5,142

Income Statement Data:
    Sales ............................................                               $  4,359           $  3,829
    Cost of Sales ....................................                                  2,566              2,028
    Selling, General and Administrative ..............                                    774              1,301
    Depreciation and Amortization ....................                                    198                137
    Interest, Net ....................................                                      1                -0-
                                                                                     --------           --------
      Total Costs and Expenses .......................                                  3,539              3,466
                                                                                     --------           --------
    Income (Loss) from Continuing Operations
      Before Taxes ...................................                               $    820           $    363
                                                                                     ========           ========
</TABLE>



                                       9


<PAGE>   12



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


RESULTS OF OPERATIONS

     The Company's net sales increased by 23% to $4,882,000 for the first
quarter of fiscal 1997, from $3,968,000 during the same period in fiscal 1996.
The increase in net sales resulted from an increase in revenues of 20.4% in the
medication dispensing system business segment and a 28.8% increase in revenues
in the clinical laboratory business segment.  The increased medication
dispensing systems revenue resulted from wholesale distribution of MTS
Packaging System products and additional installations of Performance Pharmacy
Systems and Medication Management Systems.  The clinical laboratory services
business segment experienced increased revenues primarily as a result of an
increase in the number of physicians serviced

     Cost of sales increased $761,000 (36.5%) for the first quarter of fiscal
1997 compared to 1996.  The increase resulted primarily from an increase in
revenues from both the medication dispensing business segment and the clinical
laboratory services segment.  Cost of sales as a percentage of sales increased
to 58.3% in fiscal 1997 from 52.5% the previous year.  The increase in cost of
sales, as a percentage of revenue, for the medication dispensing business
segment was due primarily to the Company's decision to sell a greater portion
of the products of MTS Packaging Systems, Inc. through wholesale distribution
at higher costs than its traditional distribution channels.  The strategy of
distributing product through wholesale distribution provides MTS Packaging with
access to smaller health care providers and is anticipated to result in an
increase in sales and total gross margin in the future.  Cost of sales, as a
percentage of sales for this business segment, was 58.3% in 1997 compared to
47.3% in 1996.  Cost of sales, as a percentage of sales, decreased to 58.6% in
1997 from 64.8% the previous year for the clinical laboratory services segment
as a result of increased revenues which did not require increases in certain
fixed operating costs.

     Selling, General & Administrative expenses decreased 29.4% or $558,000
during the first quarter of fiscal 1997 compared to the first quarter of fiscal
1996.  SG&A expenses decreased $507,000 in the medication dispensing business
segment and $152,000 for the holding company.  These decreases resulted
primarily from cost reduction measures instituted by the Company as part of its
Chapter 11 reorganization which included a significant reduction in sales,
administrative and management personnel.  SG&A expense increased $101,000 in
the clinical laboratory services business segment due primarily to increases in
sales and marketing expenses which resulted in additional revenue.

     Depreciation & Amortization expense increased 34.0% or $86,000 during the
first quarter of fiscal 1997 as compared to the first quarter of fiscal 1996.
The increase results primarily from the fact the Company has reduced the
estimated useful lives of its property and equipment to reflect technological
changes.

     Interest Expense was eliminated in the first quarter of fiscal 1997
compared to $584,000 in the first quarter of fiscal 1996.  The Company
discontinued accruing and paying interest on its secured debt effective with
the filing of bankruptcy of its principal subsidiaries in the fourth quarter of
fiscal 1996.

     Income tax expense for the first quarter of fiscal 1997 was offset by the
income tax benefit of the utilization of a portion of the net operating loss
carryforward available to the Company as a result of net operating losses
incurred during the previous fiscal year.  The unused loss of approximately
$21,000,000 will be available to offset future taxable income.

     Net income from continuing operations was $363,000 during fiscal 1997
compared to a net loss of $525,000 in fiscal 1996.  The increase in net income
resulted primarily from increased gross margins from increased net sales, a
decrease in Selling, General & Administrative expenses, and a decrease in
interest expense.


LIQUIDITY AND CAPITAL RESOURCES

     Cash provided from continuing operations was $854,000 during the first
quarter of fiscal 1997 as compared to $1,203,000 used during the first quarter
of fiscal 1996. The increase resulted primarily from the fact that the Company
realized a net profit from continuing operations in fiscal 1997 as compared to
a net loss during the first quarter of the prior year.

     Investing activities utilized $38,000 during the first quarter of 1997 as
compared to $869,000 in the first quarter of fiscal 1996.  The decrease of
$831,000 resulted primarily from the fact that the Company significantly
reduced its capital equipment and project development activities in fiscal 1997
as compared to the prior year.

                                       10



<PAGE>   13


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, CONTINUED


     Financing activities used $453,000 during the first quarter of 1997
compared to $2,020,000 provided in the first quarter of fiscal 1996.  The
Company made certain payments amounting to $450,000 to its secured lender
during the first quarter of 1997 as part of the Chapter 11 reorganization of
its principal subsidiaries.  These payments were authorized by the Bankruptcy
court as adequate protection for the secured lender pursuant to a continuing
order which allows the Company to utilize the collateral as a Debtor in
Possession under the jurisdiction of the Bankruptcy Court.

     The Company had working capital of $5,620,000 as of June 30, 1996.
Current liabilities do not include $30,000,000 of liabilities subject to
compromise in connection with the plans of reorganizations for the Company's
subsidiaries.

     The Company's short-term and long-term liquidity is dependent upon a
successful reorganization in Chapter 11 and its ability to generate cash flow
from operations.  Other than cash flow from operations, the Company does not
currently have any other source of liquidity.   Accounts receivable and
inventory levels are not expected to change significantly based upon the
Company's current level of operation.  There are no major capital equipment
expenditures anticipated during this fiscal year.

     The Company has filed a plan or reorganization with the bankruptcy court
which is outlined in Note C to the condensed consolidated financial statements.



                                       11



<PAGE>   14



PART II  -  OTHER INFORMATION


ITEM 5.  OTHER INFORMATION

     In July 1996, the Board of Directors of the Company selected Robert A.
Capalbo to be the Company's Vice President of Finance.  In August 1996, the
Board of Directors of the Company selected Michael P. Conroy to be the
Company's Chief Financial Officer and Vice President.  Currently, Mr. Conroy
does not have an employment agreement with the Company.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(A)   27 - Financial data schedule as of June 30, 1996 filed herewith (for SEC
      use only).

(B)   The Company did not file any reports on Form 8-K during the three months 
      ended June 30, 1996.




SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Quarterly Report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the County of Pinellas, State of
Florida, on the 30th day of January, 1997.


                                     MEDICAL TECHNOLOGY SYSTEMS, INC.



                                     By:      /s/ Michael P. Conroy
                                        ----------------------------------------
                                        Michael P. Conroy
                                        Vice President & Chief Financial Officer







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