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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                          AMENDMENT NO. 1 TO FORM 10-K

                  FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
           SECTIONS 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

      [ ]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
            EXCHANGE ACT OF 1934

      [X]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES
            EXCHANGE  ACT OF 1934  

       FOR THE TRANSITION PERIOD FROM JULY 1, 1996 TO DECEMBER 31, 1996.
                         COMMISSION FILE NUMBER: 1-11352

                              --------------------
                                  DYNAGEN, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                             -----------------------

         DELAWARE                                        04-3029787
         --------                                        ----------
(STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)

99 ERIE STREET, CAMBRIDGE, MASSACHUSETTS                   02139
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)

                            ------------------------
                                 (617) 491-2527
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
                            ------------------------
           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                        NAME OF EACH EXCHANGE
            TITLE OF CLASS                               ON WHICH REGISTERED
            --------------                               -------------------
     COMMON STOCK, $.01 PAR VALUE                       BOSTON STOCK EXCHANGE
REDEEMABLE COMMON STOCK PURCHASE WARRANTS               BOSTON STOCK EXCHANGE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                 TITLE OF CLASS
                                 --------------
                          COMMON STOCK, $.01 PAR VALUE
                    REDEEMABLE COMMON STOCK PURCHASE WARRANTS

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

    INDICATE  BY CHECK MARK  WHETHER  THE  REGISTRANT  (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE  ACT OF
1934  DURING  THE  PRECEDING  12 MONTHS  (OR FOR SUCH  SHORTER  PERIOD  THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS),  AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.

                                 YES _X_ NO ___

    INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT  FILERS  PURSUANT TO ITEM
405 OF REGULATION  S-K IS NOT CONTAINED  HEREIN,  AND WILL NOT BE CONTAINED,  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. [ ]

    AS OF MAY 21, 1997, 30,122,477 SHARES OF THE REGISTRANT'S COMMON STOCK, $.01
PAR VALUE,  WERE  ISSUED AND  OUTSTANDING.  THE  AGGREGATE  MARKET  VALUE OF THE
REGISTRANT'S VOTING STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT AS OF MAY 21,
1997,  BASED UPON THE CLOSING  PRICE OF SUCH STOCK ON THE NASDAQ STOCK  MARKET'S
SMALLCAP MARKET ("NASDAQ") ON THAT DATE ($1.28) WAS $35,252,451.

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This Amendment No. 1 on Form 10-K/A to the Transition Report on Form 10-K, dated
April 30,  1997,  is being  filed to  include  in Part II,  Item 5  thereof  the
information  required by Item 701 of  Regulation  S-K. Part II, Item 5 is hereby
amended and restated in its entirety to read as indicated in this  Amendment No.
1 on Form 10-K/A.


                                      -2-





                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS

    The Company's  Common Stock and Redeemable  Common Stock  Purchase  Warrants
("Public  Warrants")  are  traded  principally  on the  Nasdaq  SmallCap  Market
("Nasdaq") under the symbols "DYGN" and "DYGNW," respectively, and on the Boston
Stock Exchange under the symbols "DYG" and "DYGW,"  respectively.  The Company's
Class A Redeemable  Common Stock Purchase  Warrants ("Class A Public  Warrants")
traded  principally  on Nasdaq under the symbol  "DYGNZ" and on the Boston Stock
Exchange  under the symbol "DYGZ" until they were redeemed on December 14, 1995.
The  following  table  sets  forth,  for the  periods  indicated,  the  range of
quarterly  high and low sale  prices as  reported  on Nasdaq  for the  Company's
Common Stock, Public Warrants and Class A Public Warrants.


<TABLE>
<CAPTION>
                                                                                 CLASS A
                                          COMMON STOCK   PUBLIC WARRANTS    PUBLIC WARRANTS(1)
                                          ------------   ---------------    ------------------
                                          HIGH    LOW     HIGH      LOW      HIGH       LOW
                                          ----    ---     ----      ---      ----       ---
FISCAL 1995
-----------
<S>                                      <C>     <C>      <C>      <C>       <C>       <C>
July 1 to September 30, 1994             $1.44   $ .53    $ .44    $ .13     $ .56     $ .13
October 1 to December 31, 1994            2.75    1.19      .75      .34      1.69       .47
January 1 to March 31, 1995               3.13    1.63     1.38      .38      2.25       .88
April 1 to June 30, 1995                  4.63    2.13     2.63      .75      3.81      1.25

FISCAL 1996
-----------
July 1 to September 30, 1995              6.55    1.63     5.00      .50      5.19      1.00
October 1 to December 31, 1995            3.88    1.88     2.81     1.00      2.81       .56
January 1 to March 31, 1996               3.66    2.19     2.44     1.13      --        --
April 1 to June 30, 1996                  3.19    2.13     2.50     1.13      --        --

TRANSITION PERIOD
-----------------
July 1 to September 30, 1996              2.56    1.50     1.63      .88      --        --
October 1 to December 31, 1996            1.88    1.03     1.00      .16      --        --

</TABLE>


--------
(1) Redeemed on December 14, 1995.

    On April 24, 1997,  the last reported  sale prices of the  Company's  Common
Stock  and  Public   Warrants  as  reported  on  Nasdaq  were  $1.22  and  $.50,
respectively.

    As of April 24, 1997,  based upon  information  from the Company's  transfer
agent,  there were  approximately  753 holders of record of the Company's Common
Stock.  As of such date,  the  Company  estimates  that there are  approximately
12,000 beneficial holders of the Company's Common Stock.

    The Company has not declared or paid any cash dividends  since its inception
and does not  anticipate  paying any cash dividends to its  stockholders  in the
foreseeable future. The Company currently intends to retain earnings, if any, to
fund the development and future growth of its business.

     On July 24,  1996,  the  Company  issued  to Dr.  Ian  Ferrier  and  Steven
Georgiev,  directors of the Company, options to purchase an aggregate of 660,000
shares  of  Common  Stock of the  Company  at an  exercise  price of  $1.94,  as
compensation for their services as directors.  The options become exercisable as
to 25% of the shares  subject  thereto on July 24, 1997, as to an additional 35%
of the shares subject thereto on July 24, 1998 and as to the remaining shares on
July 24, 1999. As the options were issued in private  transactions not involving
a public offering,  they were not required to be registered under the Securities
Act of 1933,  as amended  (the  "Securities  Act"),  pursuant  to  Section  4(2)
thereof.

     On October 28, 1996, the Company issued to Dr. Michael  Sorell,  a director
of the  Company,  an option to purchase  330,000  shares of Common  Stock of the
Company at an exercise  price of $1.31,  as  compensation  for his services as a
director. The option becomes exercisable as to 25% of the shares subject thereto
on October 28, 1997, as to an additional  35% of the shares  subject  thereto on
October 28, 1998 and as to the  remaining  shares on October  28,  1999.  As the
option was issued in a private  transaction not involving a public offering,  it
was not required to be registered under the Securities Act,  pursuant to Section
4(2) thereof.

     On December 10, 1996, the Company issued to Zach Spigelman,  Rich Theriault
and Shawn  Basu,  consultants  providing  services to the  Company,  warrants to
purchase an  aggregate  of 100,000  shares of Common  Stock of the Company at an
exercise price of $1.41, as partial consideration for such services. In addition
to such services,  the  consultants  paid an aggregate of $300 for the warrants.
The  warrants  are  immediately  exercisable  as to 20% of  the  shares  subject
thereto,  and the remaining  shares become  exercisable  upon the achievement of
certain  performance  milestones  with respect to the FDA approval of certain of
the Company's products. As the warrants were issued in a private transaction not
involving a public  offering,  they were not required to be registered under the
Securities Act, pursuant to Section 4(2) thereof.


                                      -3-





                                   SIGNATURES

         Pursuant to the  requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934,  the Registrant has duly caused this report on Form 10-K/A
to be signed on its behalf by the undersigned,  thereunto duly authorized in the
City of Cambridge, Commonwealth of Massachusetts on May 22, 1997.

                                  DYNAGEN, INC.

                                  By: /s/ Dhananjay G. Wadekar
                                      -------------------------------------
                                      Dhananjay G. Wadekar
                                      Executive Vice President

         In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following  persons on behalf of the  registrant  and in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Name and Signature                                                   Title(s)                           Date
------------------                                                   --------                           ----

<S>                                                <C>                                            <C> 
/s/ Dhananjay G. Wadekar                             Chairman of the Board, Executive Vice          May 22, 1997
---------------------------                          President and Director
Dhananjay G. Wadekar                                 

            *                                        President, Chief Executive Officer,            May 22, 1997
---------------------------                          Treasurer and Director (Principal   
Dr. Indu A. Muni                                     Executive, Financial and Accounting 
                                                     Officer)                            
                                                     

            *                                        Senior Vice President - Technology and         May 22, 1997
---------------------------                          Director
Dr. F. Howard Schneider                              

                                   
---------------------------                          Director 
Steven Georgiev

            *                                        Director                                       May 22, 1997
---------------------------
Dr. Ian R. Ferrier

                                                     Director
---------------------------
Dr. Michael Sorell

*By: /s/ Dhananjay G. Wadekar
    --------------------------
    Dhananjay G. Wadekar
    Attorney-in-Fact


</TABLE>