SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K/A

     (Mark One)

|X|  Annual Report  Pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 (No Fee Required) For the Fiscal year ended December 31, 1996.

                                       or

|_|  Transition  Report  Pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange  Act of 1934 (No Fee  Required)  for the  transition  period  from
     _______________to_________________

                         Commission File Number: 0-19041

                       AMERICAN BIOGENETIC SCIENCES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                      11-2655906
--------------------------------------      ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

1375 Akron Street, Copiague, New York                     11726
--------------------------------------      ------------------------------------
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code:   (516) 789-2600

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g)of the Act:

                      Class A Common Stock, $.001 par value
                      -------------------------------------
                                (Title of Class)

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,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

As of the close of business on March 14, 1997, there were outstanding 17,441,654
shares of the  registrant's  Class A Common  Stock and  1,475,500  shares of its
Class B Common Stock.  The  approximate  aggregate  market value (based upon the
closing price on The Nasdaq Stock  Market's  National  Market) of shares held by
non-affiliates of the registrant as of March 14, 1997 was $70,094,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>



                                    PART III
                                    --------

Item 10.             Directors and Executive Officers of the Registrant
--------             --------------------------------------------------

           The directors and executive officers of the Company are as follows:

Name                            Position
----                            --------

Alfred J. Roach                 Chairman of the Board, Chief Executive Officer 
                                and Director

Paul E. Gargan                  President, Chief Scientific Officer and Director

Ellena M. Byrne                 Executive Vice President and Director

Timothy J. Roach                Treasurer, Secretary and Director

Stephen H. Ip, Ph.D.            Executive Vice President and Chief Operating 
                                Officer

Joseph P. Laurino, Ph.D.        Senior Vice President-Research and Development

James M. McLinden, Ph.D.        Vice President-Molecular Biology

Josef C. Schoell                Vice President-Finance and Chief Financial 
                                Officer

Gustav Victor Rudolf Born,      Director
M.D.

Joseph C. Hogan, Ph.D.          Director

William G. Sharwell             Director

     ALFRED J. ROACH,  81, has been  Chairman of the Board of  Directors  of the
Company since its  organization in September 1983 and, from September 1983 until
October 1988,  also served as President of the Company.  Mr. Roach has served as
Chairman of the Board  and/or  President  of TII  Industries,  Inc.  ("TII"),  a
corporation engaged in manufacturing and marketing  telecommunications products,
and its predecessor  since its founding in 1964. Mr. Roach devotes a majority of
his time to the business of the Company.

     PAUL E.  GARGAN,  Ph.D.,  40, has served the Company in various  capacities
since 1984.  He has been  President  and a director of the Company since January
1994 and Chief Scientific Officer since June 1996, and was Senior Vice President
- Director  of Research  and  Development  of the Company  from March 1993 until
January 1994.  From  November  1991 until March 1993,  Dr. Gargan served as Vice
President -  Cardiovascular  Products  Development and, from 1984 until November
1991, Dr. Gargan served as Associate Director of Cardiovascular Research.

     ELLENA M. BYRNE,  46, has been a director and Executive  Vice  President of
the Company since March 1995.  From January 1986 until  December 1991, Ms. Byrne
served as Vice

                                       -2-

<PAGE>



President-Administration  of the Company  and,  from  December  1991 until March
1995,  Ms.  Byrne  served in  various  capacities  with the  Company,  including
Director of Operations for Europe and Asia.

     TIMOTHY J. ROACH,  50, has been Treasurer,  Secretary and a director of the
Company since  September  1983. He has also been affiliated with TII since 1974,
serving as its  President  since July 1980,  Chief  Operating  Officer since May
1987,  Vice Chairman of the Board since October 1993,  Chief  Executive  Officer
since January 1995 and a director  since  January  1978.  Mr. Roach devotes such
time as is necessary  to the business of the Company to discharge  his duties as
Treasurer,  Secretary  and a director.  Timothy J. Roach is the son of Alfred J.
Roach.

     STEPHEN H. IP,  Ph.D.,  50, has been  Executive  Vice  President  and Chief
Operating  Officer of the  Company  since  January  1997.  Prior to joining  the
Company, Dr. Ip served as Vice President,  Corporate and Business Development at
Paracelsian,  Inc.,  a public  company  engaged  in  clinical  and  pre-clinical
development of drugs and supplements for the treatment of AIDS and cancer,  from
1996.  From 1990  through  1995,  Dr. Ip served as  President,  Chief  Operating
Officer and director of CytoMed,  Inc., a  biopharmaceutical  company engaged in
the  research  and  development  of  synthetic  chemical  drugs and  recombinant
proteins for the treatment of acute and chronic diseases. From 1984 through 1989
he was Vice President and a scientific  co-founder of T Cell  Sciences,  Inc., a
biotechnology company.

     JOSEPH P. LAURINO,  Ph.D., 39, has been Senior Vice  President-Research and
Development of the Company since  February  1997.  Prior to joining the Company,
Dr. Laurino served as Director of Clinical Chemistry and Assistant  Professor of
Pathology in the  Department  of Pathology and  Laboratory  Medicine at Memorial
Hospital of Rhode Island,  Brown  University,  from 1990 to February  1996.  Dr.
Laurino  was also  Senior  Scientist  for  Roche  Diagnostic  Systems,  Inc.,  a
multi-national  diagnostic  company,  from  1988 to  1990,  and a  Research  and
Development   Scientist  at  Technicon   Instruments   Corporation   (now  Bayer
Corporation), a multi-national diagnostic company, from 1987 to 1988.

     JAMES H. McLINDEN,  Ph.D., 46, has been Vice President - Molecular  Biology
of the Company since November 1991. Prior thereto (and since joining the Company
in January 1987),  Dr. McLinden  served as Director of Molecular  Biology of the
Company.

     JOSEF C. SCHOELL, 47, joined the Company in July 1992 as its Controller and
was elected Vice President-Finance and Chief Financial Officer of the Company in
July 1995.  For more than four years prior to joining the Company,  Mr.  Schoell
served as a private consultant  specializing in computerized  accounting systems
and networks.  Prior thereto,  Mr. Schoell  served in various  capacities,  most
recently  Assistant  Controller,  with  J.P.  Stevens  & Co.,  Inc.,  a  textile
manufacturing company. Mr. Schoell is a Certified Public Accountant in the State
of New York.

     GUSTAV VICTOR RUDOLF BORN, M.D., D.Phil.,  F.R.C.P., F.R.S., 75, has been a
director of the  Company  since  January  1997.  Since  1988,  Dr. Born has been
Research Director of The William Harvey Research Institute at St.  Bartholomew's
Hospital Medical College, London, England and Emeritus Professor of Pharmacology
in the University of London.  Among Dr. Born's  distinctions,  appointments  and
activities are: Fellowship and Royal Medal of the Royal Society;  and Foundation
President of the British Society for Thrombosis and Haemostasis.


                                       -3-

<PAGE>



     JOSEPH C.  HOGAN,  Ph.D.,  74, has been a  director  of the  Company  since
December  1983.  Dr. Hogan served as Dean of the College of  Engineering  of the
University of Notre Dame from 1967 to 1981, following which he performed various
services  for the  University  of Notre Dame until 1985,  where he remains  Dean
Emeritus.  From 1985 until his  retirement in 1987,  Dr. Hogan was a Director of
Engineering  Research and Resource  Development  at Georgia Tech. Dr. Hogan is a
director of TII.

     WILLIAM G.  SHARWELL,  76, has been a director of the Company since October
1986. Mr.  Sharwell was President of Pace University in New York from 1984 until
his  retirement  in 1990. He was Senior Vice  President of American  Telephone &
Telegraph Company between 1976 and 1984, and previously served as executive Vice
President of Operations of New York Telephone Company. Mr. Sharwell serves as an
independent  general partner of Equitable Capital  Partners,  L.P. and Equitable
Capital Partners (Retirement Fund), L.P.,  registered investment companies under
the Investment  Company Act of 1940. He also serves on the Board of Directors of
TII and US Life Corporation.

     Directors  serve until the next Annual Meeting of the  Shareholders  of the
Company  following  their  election and until their  respective  successors  are
elected and qualified.

     Each  executive  officer is  scheduled to hold office until the 1997 Annual
Meeting  of  Directors,  which is  scheduled  to be held  after the 1997  Annual
Meeting of  Shareholders.  Any executive  officer may be removed by the Board of
Directors either with or without cause.

     There are no  understandings  between any director or executive officer and
any other person pursuant to which any director or executive officer was elected
as such. Ms. Byrne and Messrs.  Gargan,  Ip, Laurino and McLinden are parties to
employment agreements with the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a)  of the  Securities  Exchange  Act  requires  the  Company's
executive officers and directors, and persons who beneficially own more than 10%
of the Company's common stock, to file initial reports of ownership, and reports
of changes of ownership,  of the Company's equity securities with the Securities
and  Exchange  Commission  and furnish  copies of those  reports to the Company.
Based solely on a review of copies of the reports  furnished to the Company,  or
written  representation that no reports were required, the Company believes that
all reports  required to be filed by such persons with respect to the  Company's
year ended December 31, 1996 were timely filed,  except that Ms. Byrne failed to
timely file one report  covering  the  receipt of a gift of Common  Stock by her
minor child.

                                       -4-

<PAGE>



Item 11.             Executive Compensation
--------             ----------------------

Summary Compensation Table

     The following table sets forth information  concerning the compensation for
services  rendered in all capacities to the Company and its subsidiaries for the
year ended  December 31, 1996,  1995 and 1994 by Alfred J. Roach,  the Company's
chief executive  officer during all of 1996, and Dr. Paul Gargan,  the Company's
President,  the only other  executive  officers of the Company who received cash
compensation in excess of $100,000 for the year ended December 31, 1996:

                                   Annual                   Long-term
                                Compensation              Compensation
   Name and                     ------------              ------------
   Principal Position          Year    Salary               Options
   ------------------          ----    ------               -------
                                                           
Alfred J. Roach, Chairman      1996   $250,000                ----
  of the Board and Chief       1995   $250,000              135,000
  Executive Officer            1994   $250,000                ----
                                                           
Paul E. Gargan, President      1996   $162,000                ----
                               1995   $150,000               31,500
                               1994   $148,000               50,000
                                                          

Employment Agreements

     The Company is a party to an employment  agreement  dated May 10, 1996 with
Dr.  Paul  E.  Gargan,  President  of the  Company,  which  provides  for a term
extending,  subject to certain terms and conditions,  until June 30, 1998 and an
annual salary of $175,000.

Option Exercises in Last Fiscal Year and Year-End Values

     No options were  granted  during 1996 to either of the  executive  officers
named  in  the  Summary   Compensation   Table.  The  following  table  contains
information  concerning  options exercised during 1996, and the number of shares
of Class A Common  Stock  underlying  unexercised  options  held at December 31,
1996, by the executive officers named in the Summary Compensation Table:


                                       -5-

<PAGE>


<TABLE>
<CAPTION>

                                                                                                                Value of
                                                                                     Number of                  Unexercised
                                                                                     Unexercised                In-the-Money
                                                                                     Options Held at            Options Held at
                                                                                     Fiscal Year-End (#)        Fiscal Year-End ($)
                                      Shares Acquired         Value                  (Exercisable/              (Exercisable/
                  Name                on Exercise (#)         Realized($)(1)         Unexercisable)             Unexercisable)(2)
                  ----                ---------------         --------------         ---------------            -------------------

             <S>                          <C>                   <C>                  <C>                        <C>        
             Alfred J. Roach              300,000               $127,500             1,126,250/33,750           $216,422/$72,141

             Paul E. Gargan (3)             ----                  ----               143,625/32,875             $ 85,570/$18,211
</TABLE>

--------------
(1)  The closing price of the Company's Class A Common Stock on The Nasdaq Stock
     Market's  National  Market on the date of  exercise  of the option less the
     exercise price of the option.

(2)  The closing price of the Company's Class A Common Stock on The Nasdaq Stock
     Market's  National  Market on December 31, 1996 less the exercise  price of
     each option.

(3)  Excludes options held by Dr. Gargan's wife.

Remuneration of Directors

     Directors  receive no compensation for service on the Board.  Each director
serving on the Audit  Committee  receives a fee of $600 for each meeting of that
committee  attended  in  person  and  not  telephonically.   All  directors  are
reimbursed  for  travel  expenses  incurred  in  attending  Board and  committee
meetings.

     The Company's 1993  Non-Employee  Director  Stock Option Plan,  approved by
stockholders at the Company's 1993 Annual Meeting of Stockholders,  provides for
the automatic grant of an option to purchase 10,000 shares of the Class A Common
Stock to each  non-employee  director  in office  immediately  after each annual
meeting of stockholders. All options are exercisable at the fair market value of
the Class A Common Stock on the date of grant, have a term of five years and are
exercisable,  on a cumulative basis, at the rate of one quarter of the number of
shares subject to the option in each year  commencing one year after the date of
the grant.




                                       -6-

<PAGE>



Item 12.             Security Holdings of Certain Stockholders And Management
--------             --------------------------------------------------------

     The following  table sets forth  information at April 21, 1997 with respect
to the  beneficial  ownership of the Company's  Class A Common Stock and Class B
Common  Stock by (i) each person known by the Company to  beneficially  own more
than 5% of the outstanding  shares of Class A Common Stock and/or Class B Common
Stock, (ii) each director of the Company,  (iii) each executive officer named in
the Summary  Compensation Table and (iv) all executive officers and directors of
the  Company as a group.  Each share of Class A Common  Stock is entitled to one
vote per share while each share of Class B Common Stock is entitled to ten votes
per share. The Company  understands that, except as noted below, each beneficial
owner  has  sole  voting  and  investment  power  with  respect  to  all  shares
attributable to such owner.

<TABLE>
<CAPTION>

                                 Class A Common Stock(1)         Class B Common Stock
                                 -----------------------         --------------------
                                                   Percent                    Percent
Beneficial Owner             No. Shares            of Class     No. Shares    of Class
-----------------          -------------            -------     ----------    --------

<S>                         <C>         <C>          <C>        <C>             <C>   
Alfred J. Roach (2)         3,284,250   (2)          15.9%      1,475,500       100%

Paul E. Gargan                191,000   (3)           1.1%         ---          ---

Ellena M. Byrne               185,000   (3)(4)        1.0%         ---          ---

Timothy J. Roach              570,000   (3)           3.1%         ---          ---

Gustav V. R. Born               5,000   (3)            *           ---          ---

Joseph C. Hogan                40,000   (3)            *           ---          ---

William G. Sharwell            45,000   (3)            *           ---          ---

All executive officers
 and directors as a group
 (9 persons, including
 the foregoing)             4,516,750   (5)           20.8%      1,475,500      100%
</TABLE>


----------------------------
(1)  Asterisk  indicates  less than one percent.  Shares of Class A Common Stock
     issuable  upon the  conversion  of Class B Common Stock into Class A Common
     Stock and upon the exercise of options that were  exercisable on, or become
     exercisable  within 60 days after,  April 21, 1997 are considered  owned by
     the holder thereof and outstanding for purposes of computing the percentage
     of  outstanding  Class A Common  Stock  deemed  beneficially  owned by such
     person,  but (except for the  computation  of  beneficial  ownership by all
     executive officers and directors as a group) are not considered outstanding
     for purposes of computing  the  percentage  of  outstanding  Class A Common
     Stock owned by any other person.

(2)  The address of Mr. Roach is Route 2 - Kennedy Avenue, Guaynabo, Puerto Rico
     00657.  Beneficial  ownership  of Class A Common Stock  includes  1,475,000
     shares of Class A Common Stock  issuable  upon the  conversion  of the same
     number  of shares  of Class B Common  Stock on a share for share  basis and
     1,160,000 shares of Class A Common Stock subject to outstanding options.


                                       -7-

<PAGE>



(3)  Includes shares of Class A Common Stock subject to options as follows:  Dr.
     Paul E. Gargan,  171,000  (including  7,000  subject to options held by his
     wife); Ellena M. Byrne, 150,000 (including 2,500 subject to options held by
     her husband);  Timothy J. Roach,  570,000;  Gustav V.R. Born, 5,000 shares;
     Joseph C. Hogan, 30,000; and William G. Sharwell, 35,000.

(4)  Includes  10,000  shares owned by Ms.  Byrne's son. The  inclusion of these
     shares  should  not be  construed  as an  admission  that Ms.  Byrne is the
     beneficial owner of these shares.

(5)  Includes  1,475,500  shares  of  Class A  Common  Stock  issuable  upon the
     conversion  of the same  number  of  shares  of Class B  Common  Stock  and
     2,298,500 shares of Class A Common Stock subject to outstanding options.


Item 13.             Certain Relationships and Related Transactions
--------             ----------------------------------------------

     On January 17, 1997,  Mr. Alfred J. Roach  purchased  100,000 shares of the
Company's  Class B Common Stock for  $343,750 or $3.4375 per share,  the closing
bid price of the Company's  Class A Common Stock (into which the Company's Class
B Common Stock is  convertible on a  share-for-share  basis) on The Nasdaq Stock
Market's National Market on that date.

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

     (a) 1. and 2. Financial Statements and Financial Statement Schedules

     The following  consolidated financial statements of the Company are annexed
hereto immediately following the signature page of this Report.

           Financial Statements                                    Page
           --------------------                                    ----

           Report on Independent Public Accountants                F-2

           Consolidated Balance Sheets                             F-3

           Consolidated Statements of Operations                   F-4

           Consolidated Statements of Cash Flows                   F-5

           Consolidated Statements of Stockholders' Equity         F-6  -  F-7

           Notes to Consolidated Financial Statements              F-8  -  F-22

           Information  required by schedules called for under Regulation S-X is
either not  applicable or the  information  required  therein is included in the
consolidated financial statements or notes thereto.


                                       -8-

<PAGE>



3.         Exhibits

Exhibit No.          Description
-----------          -----------

3.1            Restated  Certificate of Incorporation  of the Company,  as filed
               with  the  Secretary  of  State of  Delaware  on July  30,  1996.
               Incorporated herein by reference to Exhibit 4.01 to the Company's
               Registration Statement on Form S-8, File No. 333-09473.

3.2            Amended and Restated By-Laws of the Company.  Incorporated herein
               by  reference  to  Exhibit  4.02  to the  Company's  Registration
               Statement on Form S-8, File No. 333- 09473.

4.1(a)         Form of the Company's 8%  Convertible  Debentures due October 13,
               1998.  Incorporated  herein by  reference  to Exhibit  4.1 to the
               Company's Current Report on Form 8-K dated October 12, 1995 (date
               of earliest event reported), File No. 0-19041.

4.1(b)         Form of the Company's 7% Convertible Debentures due September 30,
               1998.  Incorporated  herein by  reference  to Exhibit 4.01 to the
               Company's  Current  Report on Form 8-K dated  September  30, 1996
               (date of earliest event reported), File No. 0- 19041.

10.1(a)+*      Employment  Agreement  dated May 10, 1996 between the Company and
               Dr. Paul E. Gargan.

10.1(b)+**     Employment  Agreement  dated  October 1, 1996 between the Company
               and Ellena M. Byrne.

10.1(c)+**     Employment  Agreement dated December 16, 1996 between the Company
               and Stephen H. Ip, Ph.D.

10.1(d)+**     Employment  Agreement  dated February 3, 1997 between the Company
               and Joseph P. Laurino, Ph.D.

10.2(a)+       The Company's Stock Option Plan, as amended.  Incorporated herein
               by  reference  to  Exhibit  28.1  to the  Company's  Registration
               Statement on Form S-8, File No. 33- 51240.

10.2(b)+       The  Company's  1993  Non-Employee  Director  Stock  Option Plan.
               Incorporated   herein  by  reference  to  Exhibit  99.01  to  the
               Company's Registration Statement on Form S-8, File No. 33-65416.

10.2(c)+       The  Company's  1996 Stock  Option Plan.  Incorporated  herein by
               reference to Exhibit A to the  Company's  Proxy  Statement  dated
               April 29, 1996 used in connection  with the Company's 1996 Annual
               Meeting of Stockholders, File No. 0-19041.

10.3           Exclusive  License  Agreement  dated January 24, 1992 between the
               Company and  Yamanouchi  Pharmaceutical  Co.,  Ltd.  Incorporated
               herein by reference to Exhibit

                                       -9-

<PAGE>



               10.29 to the Company's  Current  Report on Form 8-K dated January
               24, 1992 (date of earliest event reported), File No. 0-19041.

10.4           Warrant dated October 25, 1995 issued to Swartz Investments, Inc.
               Incorporated   herein  by  reference  to  Exhibit  10.13  to  the
               Company's Current Report on Form 8-K dated October 12, 1995 (date
               of earliest event reported), File No. 0-19041.

21*            List of Subsidiaries

24*            Consent of Independent Public Accountants

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

               *              Filed with the  initial  filing of this Report and
                              incorporated herein by reference.

               **             Filed herewith.

                              All other exhibits are  incorporated  by reference
                              to the document following the description thereof.

               +              Management contract or compensatory plan.

     (b)       Reports on Form 8-K

               The only  Report on Form 8-K filed  during the fourth  quarter of
               the year ended  December  31, 1996 was dated  September  30, 1996
               (date  of  earliest  event  reported),  reporting  Item 5.  Other
               Events.



                                      -10-

<PAGE>





                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                    AMERICAN BIOGENETIC SCIENCES, INC.


Dated:     April 30, 1997           By:     /s/ Josef C. Schoell
                                       -------------------------
                                             Josef C. Schoell
                                             Vice President, Finance
                                             (Principal Financial and Accounting
                                              Officer)


                                      -11-

<PAGE>



                                  EXHIBIT INDEX

Exhibit No.          Description
-----------          -----------

3.1            Restated  Certificate of Incorporation  of the Company,  as filed
               with  the  Secretary  of  State of  Delaware  on July  30,  1996.
               Incorporated herein by reference to Exhibit 4.01 to the Company's
               Registration Statement on Form S-8, File No. 333-09473.

3.2            Amended and Restated By-Laws of the Company.  Incorporated herein
               by  reference  to  Exhibit  4.02  to the  Company's  Registration
               Statement on Form S-8, File No. 333- 09473.

4.1(a)         Form of the Company's 8%  Convertible  Debentures due October 13,
               1998.  Incorporated  herein by  reference  to Exhibit  4.1 to the
               Company's Current Report on Form 8-K dated October 12, 1995 (date
               of earliest event reported), File No. 0-19041.

4.1(b)         Form of the Company's 7% Convertible Debentures due September 30,
               1998.  Incorporated  herein by  reference  to Exhibit 4.01 to the
               Company's  Current  Report on Form 8-K dated  September  30, 1996
               (date of earliest event reported), File No. 0- 19041.

10.1(a)+*      Employment  Agreement  dated May 10, 1996 between the Company and
               Dr. Paul E. Gargan.

10.1(b)+**     Employment  Agreement  dated  October 1, 1996 between the Company
               and Ellena M. Byrne.

10.1(c)+**     Employment  Agreement dated December 16, 1996 between the Company
               and Stephen H. Ip, Ph.D.

10.1(d)+**     Employment  Agreement  dated February 3, 1997 between the Company
               and Joseph P. Laurino, Ph.D.

10.2(a)+       The Company's Stock Option Plan, as amended.  Incorporated herein
               by  reference  to  Exhibit  28.1  to the  Company's  Registration
               Statement on Form S-8, File No. 33- 51240.

10.2(b)+       The  Company's  1993  Non-Employee  Director  Stock  Option Plan.
               Incorporated   herein  by  reference  to  Exhibit  99.01  to  the
               Company's Registration Statement on Form S-8, File No. 33-65416.


                                      -12-

<PAGE>


10.2(c)+       The  Company's  1996 Stock  Option Plan.  Incorporated  herein by
               reference to Exhibit A to the  Company's  Proxy  Statement  dated
               April 29, 1996 used in connection  with the Company's 1996 Annual
               Meeting of Stockholders, File No. 0-19041.

10.3           Exclusive  License  Agreement  dated January 24, 1992 between the
               Company and  Yamanouchi  Pharmaceutical  Co.,  Ltd.  Incorporated
               herein by reference  to Exhibit  10.29 to the  Company's  Current
               Report on Form 8-K dated January 24, 1992 (date of earliest event
               reported), File No. 0-19041.

10.4           Warrant dated October 25, 1995 issued to Swartz Investments, Inc.
               Incorporated   herein  by  reference  to  Exhibit  10.13  to  the
               Company's Current Report on Form 8-K dated October 12, 1995 (date
               of earliest event reported), File No. 0-19041.

21*            List of Subsidiaries

24*            Consent of Independent Public Accountants

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

               *              Filed with the  initial  filing of this Report and
                              incorporated herein by reference.

               **             Filed herewith.

                              All other exhibits are  incorporated  by reference
                              to the document following the description thereof.

               +              Management contract or compensatory plan.




                                      -13-