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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
         (MARK ONE)

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999

         [ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

             FOR THE TRANSITION PERIOD FROM __________ TO __________

                         COMMISSION FILE NUMBER 0-27578
                         ------------------------------

                              SUNPHARM CORPORATION
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)


               DELAWARE                               F593097048
    (STATE OR OTHER JURISDICTION OF       (I.R.S. EMPLOYER IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)



                             THE VERANDA, SUITE 301
                                 814 HIGHWAY A1A
                           PONTE VEDRA BEACH, FL 32082
                         (ADDRESS OF PRINCIPAL EXECUTIVE
                                    OFFICES)



                    ISSUER'S TELEPHONE NUMBER: (904) 394-2800


                              --------------------

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 [ ]

         Number of shares of the issuer's  Common Stock  outstanding as of April
26, 1999: 6,914,728

================================================================================

<PAGE>

                 STATEMENT REGARDING FORWARD-LOOKING INFORMATION

         This  Quarterly   Report  on  Form  10-QSB  contains   "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities  Act"), and Section 21E of the Securities  Exchange Act
of 1934, as amended (the "Exchange Act"). Actual results could differ materially
from those projected in the  forward-looking  statements as a result of a number
of important  factors.  For a discussion of important  factors that could affect
the  results  of  SunPharm  Corporation  (the  "Company"),  please  refer to the
discussions herein and to those contained in the Company's Annual Report on Form
10-KSB for the year ended  December 31, 1998 (the "1998 Form 10-KSB")  under the
caption "Item 1. Description of Business - Risk Factors."

                          PART 1. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

         The  following  unaudited  financial   statements  have  been  prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and notes disclosures, normally included in annual financial
statements prepared in accordance with generally accepted accounting principles,
have been omitted pursuant to these rules and regulations.  However, the Company
believes that the disclosures  made herein are adequate and,  accordingly,  that
the information  presented is not misleading.  These financial statements should
be read in  conjunction  with the  financial  statements  and notes for the year
ended December 31, 1998, which are included in the 1998 Form 10-KSB.


                                      -2-
<PAGE>

<TABLE>
<CAPTION>
                              SUNPHARM CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS
                                   (Unaudited)


                                                        MARCH 31,     DECEMBER 31,
                                                          1999             1998
                                                      ------------    ------------
                               ASSETS
<S>                                                   <C>             <C>         
Current Assets:
     Cash .........................................   $  1,041,893    $         --
     Short-term investments .......................        348,293       1,699,200
     Prepaid expenses and other ...................        137,427         162,734
                                                      ------------    ------------
          Total current assets ....................      1,527,613       1,861,934

Receivable from stockholder .......................        127,235         124,865
Property and equipment, net .......................         55,293          57,933
Other assets ......................................          9,275           9,275
                                                      ------------    ------------
          Total assets ...........................    $  1,719,416    $  2,054,007
                                                      ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities:
     Accounts payable .............................   $    306,087    $    213,627
     Accrued liabilities ..........................        140,382         135,580
     Notes payable ................................         73,204         102,706
                                                      ------------    ------------
          Total current liabilities ...............        519,673         451,913

Stockholders' Equity:
     Undesignated preferred stock, par value $.001
          per share;  2,000,000 shares authorized;
          0 shares issued and outstanding .........             --              --
     Series A preferred stock, par value $.001 per
          share; 300,000 shares authorized; 300,000
          shares issued and outstanding ...........            300             300
     Series B preferred stock, par value $.001 per
          share; 200,000 shares authorized; 66,667
          and 0 shares issued and outstanding .....             67              --
     Common stock, par value $.0001 per share;
          25,000,000 shares authorized; 6,914,728
          and 6,621,395 shares issued and
          outstanding .............................            691             662
     Additional paid-in capital ...................     21,438,293      20,871,578
     Accumulated deficit during development stage .    (20,239,608)    (19,270,446)
                                                      ------------    ------------
          Total stockholders' equity ..............      1,199,743       1,602,094
                                                      ------------    ------------
          Total liabilities and
            stockholders' equity ..................   $  1,719,416    $  2,054,007
                                                      ============    ============

   The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       -3-

<PAGE>

<TABLE>
<CAPTION>
                                     SUNPHARM CORPORATION
                                 (A DEVELOPMENT STAGE COMPANY)

                                   STATEMENTS OF OPERATIONS
                                          (Unaudited)

                                                                               FROM INCEPTION
                                                                               (MAY 3, 1990)
                                               THREE MONTHS ENDED MARCH 31,        THROUGH
                                                   1999            1998        MARCH 31, 1999
                                               ------------    ------------    --------------
<S>                                                  <C>             <C>            <C>    
REVENUES:
     Sponsored research/sublicensing revenue   $         --    $         --    $  3,115,729
     Interest income .......................         18,963          48,939         697,396
                                               ------------    ------------    ------------
          Total revenues ...................         18,963          48,939       3,813,125

EXPENSES:
     Research and development ..............        583,402         549,181      13,079,203
     General and administrative ............        404,723         538,884      10,483,530
     Royalty expense .......................             --              --         490,000
                                               ------------    ------------    ------------
          Total expenses ...................        988,125       1,088,065      24,052,733
                                               ------------    ------------


NET LOSS ...................................   $   (969,162)   $ (1,039,126)   $(20,239,608)
                                               ============    ============    ============


NET LOSS PER SHARE .........................   $      (0.15)   $      (0.18)
                                               ============    ============


SHARES USED IN COMPUTING LOSS PER SHARE ....      6,677,210       5,747,049
                                               ============    ============

          The accompanying notes are an integral part of these financial statements.
</TABLE>

                                         -4-

<PAGE>

<TABLE>
<CAPTION>
                                     SUNPHARM CORPORATION
                                 (A DEVELOPMENT STAGE COMPANY)

                               STATEMENT OF STOCKHOLDERS' EQUITY
                                          (Unaudited)


                                                                                                                     Deficit
                                                                                                                   Accumulated
                                 Redeemable Convertible Preferred Stock:                              Additional      During
                                           Series A             Series B         Common Stock:         Paid-In     Development
                                 Shares     Amount    Shares    Amount      Shares     Amount          Capital        Stage
                                ----------------------------------------  ---------------------     ----------------------------
<S>                              <C>         <C>       <C>          <C>    <C>            <C>        <C>            <C>          
Balance at December 31, 1998 ...  300,000      $ 300        --        --   6,621,395      $ 662      $ 20,871,578   $(19,270,446)

Issuance of Common Stock .......       --         --        --        --     293,333         29           300,114             --

Issuance of Preferred Stock ....       --         --    66,667      $ 67          --         --           266,601             --

Net Loss .......................       --         --        --        --          --         --                --       (969,162)
                                ----------------------------------------  ---------------------      ---------------------------

Balance at March 31, 1999 ......  300,000      $ 300    66,667      $ 67   6,914,728      $ 691      $ 21,438,293   $(20,239,608)
                                ========================================  =====================      ===========================


                            The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                                -5-

<PAGE>

<TABLE>
<CAPTION>
                                         SUNPHARM CORPORATION
                                     (A DEVELOPMENT STAGE COMPANY)

                                       STATEMENTS OF CASH FLOWS
                                              (Unaudited)

                                                                                      FROM INCEPTION
                                                                                       (MAY 3, 1990)
                                                       THREE MONTHS ENDED MARCH 31,       THROUGH
                                                          1999             1998        MARCH 31, 1999
                                                       ------------    ------------    --------------
<S>                                                    <C>             <C>             <C>          
OPERATING ACTIVITIES
   Net loss ........................................   $   (969,162)   $ (1,039,126)   $(20,239,608)
   Adjustments to reconcile net loss to net
      cash used in operating activities:
          Depreciation and amortization ............          2,640           1,962          88,320
          Compensation expense related to options,
             warrants and stock appreciation rights              --              --         999,016
          Amortization of deferred offering costs
             incurred in connection with
             issuance of Bridge Notes ..............             --              --         775,000
          Write-off of patents .....................             --              --          70,120
          (Increase) decrease  in receivable
             from stockholder ......................         (2,370)          1,316        (127,235)
          Decrease (increase) in prepaid expenses
             and other assets ......................         25,307          (3,410)       (145,093)
          Increase in accounts payable .............         92,460          31,159         306,087
          Increase (decrease) in accrued liabilities          4,802         (22,555)        446,632
                                                       ------------    ------------    ------------
             Total adjustments .....................        122,839           8,472       2,412,847
                                                       ------------    ------------    ------------
Net cash used in operating activities ..............       (846,323)     (1,030,654)    (17,826,761)
                                                       ------------    ------------    ------------

INVESTING ACTIVITIES
   Purchases of short-term investments .............             --      (3,575,313)    (26,488,831)
   Sales and maturities of short-term investments ..      1,350,907       4,550,000      26,140,538
   Purchases of property and equipment .............             --          (3,984)        (79,918)
   Payment of patent costs .........................             --              --         (67,424)
                                                       ------------    ------------    ------------
Net cash provided by (used in) investing activities       1,350,907         970,703        (495,635)
                                                       ------------    ------------    ------------

FINANCING ACTIVITIES
   Repayments of notes payable .....................        (29,502)        (65,965)        (26,796)
   Issuance of Series A preferred stock ............             --              --       1,673,225
   Issuance of Series B preferred stock ............        266,668              --         716,668
   Issuance of common stock ........................        300,143          10,590      17,598,540
   Stock offering costs ............................             --              --        (597,348)
   Proceeds from payable to shareholders ...........             --              --         542,500
   Repayment of payable to shareholders ............             --              --        (542,500)
                                                       ------------    ------------    ------------
Net cash provided by (used in) financing activities         537,309         (55,375)     19,364,289
                                                       ------------    ------------    ------------

Net change in cash .................................      1,041,893        (115,326)      1,041,893
Cash at beginning of period ........................             --         356,969              --
                                                       ------------    ------------    ------------
Cash at end of period ..............................   $  1,041,893    $    241,643    $  1,041,893
                                                       ============    ============    ============

Supplemental information:
   Cash paid for interest ..........................   $      1,552    $      2,276    $    169,004
                                                       ============    ============    ============


              The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                   -6-

<PAGE>

                              SUNPHARM CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999
                                   (UNAUDITED)


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The  balance  sheet  at March  31,  1999,  the  related  statements  of
operations  for the  three-month  periods  ended March 31, 1999 and 1998 and the
period from  inception  (May 3, 1990) through  March 31, 1999,  the statement of
stockholders' equity at March 31, 1999, and the statements of cash flows for the
three-month  periods ended March 31, 1999 and 1998 and the period from inception
through March 31, 1999 are unaudited.  These interim financial statements should
be read in conjunction with the financial  statements and related notes included
in the 1998 Form 10-KSB.  The unaudited  interim financial  statements  included
herein  reflect  all  adjustments  which  are,  in the  opinion  of  management,
necessary for a fair statement of results for the interim periods presented, and
all such adjustments are of a normal recurring  nature.  Interim results are not
necessarily indicative of results for a full year.

NET LOSS PER SHARE

         Net loss per share is computed based on the weighted-average  number of
shares of Common Stock outstanding for the period.

PATENT COSTS

         The Company  reimburses the University of Florida Research  Foundation,
Inc.  ("UFRFI") for direct expenses  relating to the Company's  patents.  Patent
costs  consist  of  legal  fees and  other  direct  costs  incurred  in  filing,
prosecuting,  and maintaining the licensed  patents.  These costs are charged to
research and development expense when incurred.

RESEARCH AND DEVELOPMENT

         Sponsored research payments are recognized as revenue when the research
underlying such payments has been performed.  Research and development  expenses
are charged to  operations  when  incurred.  Research and  development  expenses
include,  among other expenses,  consulting fees and cost of  reimbursements  to
UFRFI.

SEGMENT INFORMATION

         The Company is in one business  segment and follows the requirements of
SFAS  No.  131,   "Disclosure  about  Segments  of  an  Enterprise  and  Related
Information."

                                       -7-

<PAGE>

NEW ACCOUNTING STANDARD

         In June 1998, the Financial  Accounting Standards Board issued SFAS No.
133,  "Accounting for Derivative  Instruments and Hedging Activities" ("SFAS No.
133"),  effective for fiscal years  beginning  after June 15, 1999. SFAS No. 133
requires  companies  to record  derivatives  on the balance  sheet as assets and
liabilities,  measured at fair value.  Gains or losses resulting from changes in
the values of those  derivatives  would be accounted for depending on the use of
the derivative and whether it qualifies for hedge accounting.  At this time, the
Company  has not  determined  the  effect  of this  statement  on its  financial
statement disclosure.

2.       SURRENDER OF PURCHASE OPTION

         On February 16, 1999, the  underwriter of the Company's  initial public
offering  ("IPO")  agreed to surrender a purchase  option for 110,000  shares of
Common  Stock  exercisable  at  $11.20  per  share,  which  it had  acquired  in
connection  with the IPO and which was due to expire on  January  12,  2000.  In
exchange  for  surrender of this  option,  the Company  agreed to issue an equal
number of shares of Common  Stock to the  underwriter  at $0.60 per  share,  for
total proceeds of $66,000.

3.       PRIVATE PLACEMENT OF PREFERRED STOCK AND COMMON STOCK

         On  March  31,  1999,  the  Company  sold  66,667  shares  of  Series B
Redeemable  Convertible  Preferred  Stock at $4.00  per  share,  (the  "Series B
Preferred")  and  183,333  shares  of  Common  Stock at  $1.273  per share to an
institutional   investor  in  a  private   placement   financing  (the  "Private
Placement")  pursuant to  Regulation D under the  Securities  Act. The shares of
Series B Preferred are initially convertible to Common Stock on a 1-for-1 basis,
subject to customary  antidilution  adjustments.  Dividends  shall accrue on the
Series B  Preferred  at the rate of 8% per annum.  In the event of  liquidation,
dissolution,  or winding up of the Company,  or, at the option of the holders of
the Series B Preferred,  a  consolidation  or merger of the Company or a sale of
all or substantially  all of its assets,  holders of the Series B Preferred will
be entitled to receive in preference to the Company's Common Stock an amount per
share equal to the original purchase price plus any accrued dividends per share.
Proceeds from this Private Placement were approximately  $485,000,  net of legal
fees.

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

OVERVIEW

         Since its inception in May 1990, the Company has devoted  substantially
all of its efforts and  resources to research and  development  conducted on its
own behalf and through collaborations with clinical institutions.  The Company's
drug  development  strategy  emphasizes  conducting  most  of its  research  and
preclinical   activities   at  the   University   of  Florida,   with   clinical
investigations  conducted at various sites, including the University of Florida.
The Company has incurred cumulative net losses of $20,240,000 from its inception
through  March 31, 1999.  The Company  expects to incur  additional  significant
operating losses for at least the next two years, principally as a result of its
continuing anticipated research and development and clinical trial expenditures.

                                       -8-

<PAGE>

         The Company has recently  undertaken an assessment of its financial and
operational  systems to ensure Year 2000 ("Y2K")  compliance.  Y2K issues result
from the inability of certain  computer  programs or  computerized  equipment to
accurately  calculate,  store or use a date  subsequent  to  December  31,  1999
because  certain  computer  programs or equipment may interpret the year 2000 as
the year 1900. This could result in a system failure or miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions,  send invoices or engage in similar  normal  business.
Based on its review to date and other preliminary information,  the Company does
not  anticipate  that  it will  incur  any  significant  costs  relating  to the
remediation of Y2K issues.  The Company believes that the potential  impact,  if
any,  of its  systems not being Y2K  compliant  should not impact the  Company's
ability to continue its research and development activities.  However, there can
be no  assurance  at this time  that the  Company,  its  research  and  business
partners,  vendors or customers will successfully be able to identify and remedy
all potential Y2K problems or that a system failure  resulting from a failure to
identify  any such  problems  would not have a  material  adverse  effect on the
Company.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1999 AND 1998

         Interest  income  decreased to $19,000 for the three months ended March
31,  1999 from  $49,000  earned  in the same  period in 1998.  The  decrease  is
attributable to a lower average cash balance available for investment during the
current quarter.

         The Company's  research and development  expenses  totaled $583,000 for
the quarter,  an increase of 6% over the $549,000 recorded in the same period in
1998.  The higher  expenses in the current  period were due to increased  patent
costs, partially offset by lower clinical expenses. The Company expects its 1999
research and development  expenses to be roughly 10% higher than 1998 levels, in
anticipation of initiating  clinical trials for four drug candidates  during the
current year.

         General and administrative  expenses were $405,000 for the three months
ended March 31,  1999,  as compared to $539,000  for the same period in 1998,  a
decrease of 25%.  This  resulted  from a  consolidation  of  investor  relations
activity  by the  Company,  combined  with a reduction  in other  administrative
expenses,  and also from lower personnel  recruiting  costs. The Company expects
its general and administrative  expenses to increase during 1999,  although more
slowly than its research and development expenses.

LIQUIDITY AND CAPITAL RESOURCES

         Since its inception,  the Company has financed its operations primarily
through  collaborative  research and  sublicense  agreements  with its strategic
alliance  partners  and  through  the  issuance  of debt and equity  securities.
Through  March 31,  1999,  the Company has  received  $3,116,000  of  cumulative
sponsored  research and  sublicensing  revenues and $21,438,000 in consideration
for the  issuance  of debt and equity  securities,  including  net  proceeds  of
approximately $7,200,000 related to its IPO in January 1995.

         During  the  three  months  ended  March  31,  1999,  net cash  used in
operating  activities was $846,000,  compared with $1,031,000 for the comparable
period in 1998. The use of less cash in the

                                       -9-

<PAGE>

current  period  was  principally  due to a lower  net loss as a result  of less
expenses, as previously  discussed.  At March 31, 1999, the Company had cash and
investments totaling $1,390,000,  compared with $1,699,000 at December 31, 1998.
The Company's  working  capital was  $l,008,000  at March 31, 1999,  compared to
$1,410,000  at December  31,  1998.  These  decreases  are  attributable  to the
Company's use of cash to fund its operations during the first quarter, partially
offset by the funding  provided by a private  placement  financing  as discussed
below.

         On February 16, 1999,  the  underwriter  of the Company's IPO agreed to
surrender a purchase  option for 110,000  shares of Common Stock  exercisable at
$11.20 per share, which it had acquired in connection with the IPO and which was
due to expire on January 12, 2000. In exchange for surrender of this option, the
Company  agreed  to issue an equal  number  of  shares  of  Common  Stock to the
underwriter at $0.60 per share, for total proceeds of $66,000.

         On March 31, 1999, the Company sold 66,667 shares of Series B Preferred
and  183,333  shares of Common  Stock at  $1.273  per share to an  institutional
investor in the Private Placement  pursuant to Regulation D under the Securities
Act. The shares of Series B Preferred are initially  convertible to Common Stock
on a 1-for-1 basis,  subject to customary  antidilution  adjustments.  Dividends
shall accrue on the Series B Preferred at the rate of 8% per annum. In the event
of liquidation,  dissolution, or winding up of the Company, or, at the option of
the holders of the Series B Preferred,  a consolidation or merger of the Company
or a sale of all or  substantially  all of its  assets,  holders of the Series B
Preferred  will be entitled to receive in preference to holders of the Company's
Common Stock an amount per share equal to the original  purchase  price plus any
accrued  dividends  per  share.   Proceeds  from  this  Private  Placement  were
approximately $485,000, net of legal fees.

         The Company is in the process of  conducting a private  placement of up
to 2.5 million  shares of Common  Stock,  as  discussed in the  Company's  Proxy
Statement  for its Annual  Meeting of  Stockholders  scheduled for June 8, 1999.
Subscriptions  have been received  from several  investors and are being held in
escrow  pending  the  successful  approval  of  the  proposed  financing  by the
stockholders of the Company at the annual  meeting.  Due to the number of shares
proposed to be sold and the  likelihood  of the shares  being sold at a discount
from  market,   the  Company  has  submitted  the  proposed   financing  to  its
stockholders  for  approval at the 1999 Annual  Meeting.  Closing is expected to
occur on the private placement immediately following the meeting.

         The  Company's  future  success is  affected  by a variety of  factors,
including progress of the Company's research and development efforts, results of
preclinical  studies  and  clinical  trials,  the cost and timing of  regulatory
approvals, the Company's ability to obtain patent protection for its products on
a  cost-effective  and  timely  basis,  the  rate  of  technological   advances,
determinations  as to the commercial  potential of the Company's  products under
development,   the  status  of  competitive   products,   the  establishment  of
manufacturing capacity or third-party manufacturing  arrangements,  its reliance
on research institutions and corporate partners,  the uncertainty of health care
reform,  and the  competitive  environment  in which the Company  operates.  The
Company's  existing  capital  resources  will  not be  sufficient  to  fund  the
Company's  operations to the point of introduction of a commercially  successful
product,  if and when that time should  arrive.  No assurance  can be given that
additional  capital  will be available on  acceptable  terms,  if at all. At the
present time, the Company  estimates that its cash balance will be sufficient to
fund operations into the third quarter of 1999.

         The  Company  expects  to incur  substantial  additional  research  and
development  expenses,  including expenses associated with preclinical  studies,
clinical  trials and drug testing.  The Company  intends to use a portion of its
cash resources, together with funds from its existing collaborative arrangements
with the Warner-Lambert  Company  ("Warner-Lambert") and Nippon Kayaku Co., Ltd.
("Nippon Kayaku"),  for these purposes. The Company's rights to receive payments
from  Warner-Lambert  and Nippon Kayaku,  are dependent upon the  achievement of
certain  milestones by Warner-Lambert and Nippon Kayaku,  respectively,  and are
not  within the  control  of the  Company.  No  assurance  can be made that such
milestones  will be  achieved  or that such  payments  will be  received  by the
Company.

                                      -10-

<PAGE>

                           PART II. OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES.

         During  the  first  quarter  of 1999,  the  Company  agreed to issue an
aggregate  of 110,000  shares of Common  Stock at the price of $.60 per share to
the  underwriter  of the  Company's  IPO upon the  underwriter's  surrender of a
purchase  option  for an equal  number of shares of Common  Stock.  Proceeds  of
$66,000  pursuant to this  transaction  were received by the Company  during the
first quarter.  The Company also issued 66,667 shares of Series B Preferred at a
price per share of $4.00 and 183,333 shares of Common Stock at a price per share
of $1.273 to an institutional  investor in the Private Placement which closed on
March 31, 1999.

ITEM 3.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)    Exhibits

                3.1*   Certificate  of  Designation,  Preferences  and Rights of
                       Series B Convertible Preferred Stock

                4.1*   Securities   Purchase  Agreement  dated  March  31,  1999
                       between the Company and Uni-Invest

               11.1*   Statement  of  computation  of  weighted  average  shares
                       outstanding and net loss per share

               27.1*   Financial Data Schedule



*Filed herewith.

                                      -11-

<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934,  the issuer has duly  caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                            SUNPHARM CORPORATION

Date: May 14, 1999          By: /s/ STEFAN BORG
                                ------------------------------------------------
                                    Stefan Borg
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)

Date: May 14, 1999          By: /s/ PAUL M. HERRON
                                ------------------------------------------------
                                    Paul M. Herron
                                    Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


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