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

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

                                    FORM 10-Q
                                   (Mark One)


[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

For the quarterly period ended September 30, 1996, or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

For the transition period from ___________________ to _______________________

Commission file number   0-21615
                         -------


                             BOSTON BIOMEDICA, INC.
                             ----------------------

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)






              MASSACHUSETTS                               04-2652826      
              -------------                               ----------      
     (State or other Jurisdiction of                    (I.R.S. Employer  
      Incorporation or Organization)                   Identification No.)
                                                            

375 WEST STREET, WEST BRIDGEWATER, MASSACHUSETTS              02379   
------------------------------------------------              -----   
   (Address of Principal Executive Offices)                 (zip code)
                                                            
  
                                 (508) 580-1900
                                 --------------
              (Registrant's telephone number, including area code)


    Indicate by check 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

    The number of shares  outstanding of the  Registrant's  only class of common
stock as of September 30, 1996 was  2,690,064,  and increased to 4,290,064 as of
December  13,  1996,  as a result of  shares  issued on  October  31,  1996 from
Registrant's initial public offering.



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PART I. FINANCIAL INFORMATION

    ITEM 1. FINANCIAL STATEMENTS



                     BOSTON BIOMEDICA, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              FOR THE THREE MONTHS                    FOR THE NINE MONTHS
                                                              ENDED SEPTEMBER 30,                     ENDED SEPTEMBER 30,
                                                    --------------------------------------------------------------------------------
                                                          1996                 1995                1996                1995
                                                    -----------------    -----------------   -----------------   -----------------

REVENUE:
<S>                                                  <C>                 <C>                 <C>                 <C>              
     Product sales                                   $      2,021,462    $       1,394,551   $      5,967,221    $       4,419,180
     Services                                               1,993,269            1,501,343          4,975,893            4,041,194
                                                    -----------------    -----------------   -----------------   -----------------
            Total revenue                                   4,014,731            2,895,894         10,943,114            8,460,374

COSTS AND EXPENSES:
     Cost of product sales                                  1,044,513              737,969          3,051,346            2,384,563
     Cost of services                                       1,218,193            1,050,705          3,467,803            3,011,020
     Research and development                                 169,157               98,623            530,776              257,658
     Selling and marketing                                    593,523              325,952          1,508,812              963,519
     General and administrative                               641,501              624,162          1,729,949            1,680,752
                                                    -----------------    -----------------   -----------------   -----------------
            Total operating costs and expenses              3,666,887            2,837,411         10,288,686            8,297,512

            Income from operations                            347,844               58,483            654,428              162,862

Interest expense, net                                          76,757               86,779            245,226              251,348
                                                    -----------------    -----------------   -----------------   -----------------

            Income (loss) before income taxes                 271,087              (28,296)           409,202              (88,486)

(Provision) benefit for income taxes                         (108,435)               8,935           (163,681)              32,969
                                                    -----------------    -----------------   -----------------   -----------------

            Net income (loss)                        $        162,652    $         (19,361)  $        245,521    $         (55,517)
                                                    =================    =================   =================   =================

Income (loss) per share                              $           0.05    $           (0.01)  $           0.08    $           (0.02)
                                                    =================    =================   =================   =================

Weighted average common and common
   equivalent shares outstanding                            3,313,108            2,581,227           3,251,885           2,591,125

</TABLE>
          

                See Notes to Consolidated Financial Statements.


                                       2




                     BOSTON BIOMEDICA, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                              SEPTEMBER 30,          SEPTEMBER 30,         DECEMBER 31,
                                                                  1996                   1996                  1995
                                                               PRO FORMA                ACTUAL                ACTUAL
                                                            -----------------      ------------------    -----------------
                          ASSETS
CURRENT ASSETS:
<S>                                                         <C>                   <C>                    <C>             
     Cash                                                    $        75,694       $          75,694      $         11,463
     Accounts receivable, less allowances of
       $212,110 in 1996 and $142,372 in 1995                       3,186,070               3,186,070             3,075,870
     Inventories                                                   3,956,974               3,956,974             3,676,851
     Prepaid expense and other                                       800,015                 800,015               254,199
     Deferred income taxes                                           213,538                 213,538               110,766
                                                            -----------------      ------------------    -----------------
            Total current assets                                   8,232,291               8,232,291             7,129,149
                                                            -----------------      ------------------    -----------------

Property and equipment, net                                        2,690,560               2,690,560             2,614,982

OTHER ASSETS:
     Notes receivable and other                                       75,998                  75,998                83,422
     Goodwill and other intangibles, net                              98,547                  98,547               100,820
                                                            -----------------      ------------------    -----------------
                                                                     174,545                 174,545               184,242
                                                            -----------------      ------------------    -----------------
          TOTAL ASSETS                                       $    11,097,396       $      11,097,396      $      9,928,373
                                                            =================      ==================    =================


           LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Current maturities of long term debt                    $       490,853  $              490,853      $        436,509
     Accounts payable                                                805,193                 805,193               745,216
     Accrued expenses                                                874,461                 874,461               595,089
     Deferred revenue                                                757,351                 757,351               523,401
                                                            -----------------      ------------------    -----------------
            Total current liabilities                              2,927,858               2,927,858             2,300,215
                                                            -----------------      ------------------    -----------------

LONG-TERM LIABILITIES:
     Long-term debt, less current maturities                       3,454,545               3,454,545             4,215,501
     Deferred rent                                                    80,874                  80,874               141,068
     Deferred income taxes                                           240,747                 240,747                84,641

COMMITMENTS AND CONTINGENCIES

REDEEMABLE COMMON STOCK
     $.01 par value; 117,647 shares authorized, issued 
       and outstanding                                                    -                  898,503                     -

STOCKHOLDERS' EQUITY
     Common stock, $.01 par value; authorized 20,000,000  
        shares in 1996 and 15,000,000 in 1995; issued and 
        outstanding 2,690,064 in 1996 pro forma and 
        2,572,417 actual; issued 2,640,417 in 1995                    26,901                  25,724                26,404
     Additional paid-in capital                                    3,615,027               2,717,701             2,798,620
     Retained earnings                                               751,444                 751,444               505,924
                                                            -----------------      ------------------    -----------------
                                                                   4,393,372               3,494,869             3,330,948
     Less treasury stock, at cost-80,000 shares                            -                      -               (144,000)

                                                            -----------------      ------------------    -----------------
            Total stockholders' equity                             4,393,372               3,494,869             3,186,948
                                                            -----------------      ------------------    -----------------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $    11,097,396       $      11,097,396     $       9,928,373
                                                            =================      ==================    =================

</TABLE>


                See Notes to Consolidated Financial Statements.


                                       3








                     BOSTON BIOMEDICA, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
           
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                          For the Nine Months
                                                                           Ended September 30,
                                                              -----------------------------------------
                                                                    1996                    1995
                                                              ------------------      -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                         <C>                     <C>              
    Net income (loss)                                         $          245,520      $        (55,517)
    Adjustments to reconcile net income (loss) to net
       cash provided by (used in) operating activities:
    Depreciation and amortization                                        432,490               304,821
    Provision for doubtful accounts                                      186,992                72,344
    Deferred rent                                                        (60,194)              (29,174)
    Deferred income taxes                                                 53,334                40,083
Changes in operating assets and liabilities:
    Accounts receivable                                                 (297,192)             (265,831)
    Note receivable and other assets                                      (2,575)              (19,077)
    Inventories                                                         (280,123)             (254,472)
    Prepaid expenses                                                     (43,278)             (109,572)
    Accounts payable                                                      59,977               239,901
    Accrued expenses                                                     279,373               (38,337)
    Deferred revenue                                                     233,950                     -
                                                               ------------------      -----------------
        Net cash provided by (used in) operating activities              808,274              (114,831)
                                                               ------------------      -----------------

CASH FLOWS FOR INVESTING ACTIVITIES:
    Additions to property and equipment                                 (495,797)             (391,223)
                                                               ------------------      -----------------
        Net cash used in investing activities                           (495,797)             (391,223)
                                                               ------------------      -----------------

CASH FLOWS FOR FINANCING ACTIVITIES:
    Proceeds from notes payable                                          226,300               764,969
    Proceeds from redeemable common stock, net                           898,503                     -
    Proceeds of common stock issued, net                                  62,401               116,026
    Initial public offering costs                                       (502,538)                    -
    Repayments of long-term debt                                        (932,912)             (210,500)
    Purchase of treasury stock                                                 -              (144,000)
                                                               ------------------      -----------------
        Net cash (used in) provided by financing activities             (248,246)              526,495
                                                               ------------------      -----------------

    Increase in cash                                                      64,231                20,441
    Cash, beginning of period                                             11,463                89,129
                                                               ------------------      -----------------
    Cash, end of period                                        $          75,694       $       109,570
                                                               ==================      =================

SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:
    Conversion of note payable to common stock                 $               _       $         9,600


</TABLE>


                See Notes to Consolidated Financial Statements.


                                       4






                     BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


(1) Basis of Presentation:  The accompanying  unaudited  consolidated  financial
statements have been prepared in accordance with generally  accepted  accounting
principles for the 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  footnotes  required by generally  accepted  accounting
principles for complete financial statements. In the opinion of management,  all
adjustments   (consisting  of  only  normal  recurring  adjustments)  considered
necessary for a fair presentation have been included.  Operating results for the
three and nine months ended September 30, 1996 are not necessarily indicative of
the results  that may be expected for the year ending  December  31,  1996.  For
further  information,   refer  to  the  consolidated  financial  statements  and
footnotes  thereto included in the Final Prospectus  contained in a registration
statement  on Form S-1 dated  October 31, 1996 for Boston  Biomedica,  Inc.  and
Subsidiaries ("the Company" or "Boston Biomedica"). Certain prior years' amounts
in the consolidated  financial  statements may have been reclassified to conform
to the current year's presentation.

(2) Inventories: Inventories consisted of the following:


                                   Sept. 30,       Dec. 31,     
                                    1996             1995       
                               ---------------   -------------- 
Raw material                       $1,401,122       $1,298,131  
Work in process                       633,487          565,667  
Finished goods                      1,922,365        1,813,053  
                               ---------------   -------------- 
                                   $3,956,974       $3,676,851  
                               ===============   ============== 


(3) Computation of Income (Loss) Per Share

    Net income  (loss)  per common  share is  computed  based upon the  weighted
average number of common shares and common equivalent shares (using the treasury
stock method)  outstanding  after certain  adjustments  described below.  Common
equivalent shares consist of common stock options and warrants  outstanding.  In
accordance with Securities and Exchange Commission Staff Accounting Bulletin No.
83, all common,  redeemable  common,  and common equivalent shares issued during
the twelve month period prior to the proposed date of the initial  filing of the
Registration  Statement  have been included in the  calculation  as if they were
outstanding  for all  periods  using the  treasury  stock  method and an initial
public  offering  price of $8.50 per share.  Fully diluted net income (loss) per
common  share is not  presented  as it does not  materially  differ from primary
earnings per share.

(4) Income Taxes

    The  Company's  effective  tax rate does not  significantly  differ from the
federal and state income tax statutory rates.

(5) Subsequent Events

    Initial Public Offering

    On  October  31,  1996,  the  Company  commenced  trading as a result of its
initial  public  offering of its common stock  ("IPO"),  raising net proceeds of
$12,648,000 from sale of 1,600,000 shares at $8.50 per share.  Completion of the
IPO terminates the redemption  feature of the redeemable common stock and causes
its  reclassification  into 117,647  shares of common  stock.  As a result,  the
unaudited   pro  forma   balance   sheet   has  been   prepared   assuming   the
reclassification  of  the  redeemable  common  stock  into  common  stock  as of
September 30, 1996.



                                       5






                     BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


(5) Subsequent Events (Continued)

    BioSeq, Inc.

    In October  1996,  the Company  entered into a License  Agreement,  Purchase
Agreement,   Stockholders'  Agreement  and  Warrant  Agreement  with  BioSeq,  a
privately held, technology based development stage company.

    The Company has agreed to purchase convertible preferred stock equivalent to
approximately  19% of the capital stock of BioSeq for an aggregate of $1,482,500
in three installments.  Of the $1,482,500,  $210,000 was invested at the date of
the  agreements  and $522,500 was invested in November,  1996.  The Company must
make the remaining  $750,000  installment  if BioSeq attains  certain  technical
milestones  by July 31, 1997. If such  milestones  are not attained by BioSeq by
July 31,  1997,  the  Company  will still have the option to make the  remaining
$750,000 investment until December 31, 1997. Under the operative documents,  the
Company has price anti-dilution protection,  pre-emptive rights and the right to
board representation.  In addition,  the Company was granted warrants to acquire
additional shares of common stock of BioSeq for additional  consideration  under
certain conditions, provided that this right is not exercisable to the extent it
would  cause the  Company's  ownership  to equal or exceed  20%.  The Company is
accounting for its investment in BioSeq on the cost basis in accordance with the
provisions  of APB 18 since its  cumulative  investment  is and must remain less
that 20% of the  equity of BioSeq  and the  Company  does not exert  significant
influence or control.  Due to the  uncertainty of technology  based  development
stage enterprises and in accordance with the provisions of SFAS 121, the Company
will perform a periodic  analysis of the  investment  to  determine  whether the
carrying value of its investment in BioSeq has been impaired.  If so determined,
the Company would adjust the carrying value of its investment by taking a charge
to earnings.

    Upon the  earlier  of  payment  of the final  installment  of the  Company's
aggregate  $1,482,500  investment  and December  31,  1997,  the Company will be
granted a worldwide  right to use the BioSeq  technology  relating to sequencing
and analysis  services.  The License will be  exclusive  until BioSeq  commences
selling on a  commercial  basis the  equipment  used in the DNA  sequencing  and
analysis  process,  at which time the  License  will become  non-exclusive.  The
License  provides that the Company will pay BioSeq  royalties  ranging from five
percent to ten percent of net revenues arising out of the services  performed by
the Company  with the  licensed  technology.  The Company  will  account for the
royalty as a cost of revenue as the revenues are earned.



                                       6






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

THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

    Total revenue increased 38.6%, or $1,119,000,  to $4,015,000 for the quarter
ended September 30, 1996 from $2,896,000 in the prior year period. This increase
was the  result of an  increase  in  product  sales of 45.0%,  or  $626,000,  to
$2,021,000 from $1,395,000 and an increase in specialty  laboratory  services of
32.8%, or $492,000,  to $1,993,000 from  $1,501,000.  Product revenue  increased
primarily as a result of an overall sales  increase of 75.1% in Quality  Control
Products,  due to strong sales of new and existing  products,  particularly  for
Accurun TM, as well as  Seroconversion  and OEM panels.  The increase in service
revenue was primarily  attributable  to a 53.7%  increase in Specialty  Clinical
Laboratory  Testing  revenue,  particularly  molecular  and tick borne  diseases
(which  typically  peak  in the  third  quarter),  and the  addition  of two new
research contracts with the National  Institutes of Health in the fourth quarter
of 1995.

    Gross profit  increased  58.2%,  or $645,000,  to $1,752,000 for the current
quarter  from  $1,107,000  in the prior year  period.  The gross  profit  margin
increased  to 43.6% for the  current  quarter  versus  38.2% in the  prior  year
period. The gross margin improvement was primarily driven by improved margins in
services  (30.0% to 38.9%) as the Company  benefited  from both the  addition of
several new tests and higher volume in Specialty Clinical Laboratory Testing.

    Research and development  expenses increased 71.5%, or $70,000,  to $169,000
for the current quarter from $99,000 in the prior year period. This increase was
primarily the result of additional research project expenditures for new Quality
Control Products,  including panels and Accurun TM, as well as continued work on
molecular QC procucts.

    Selling and marketing expenses increased 82.1%, or $268,000, to $594,000 for
the current  quarter from  $326,000 in the prior year period.  This increase was
primarily attributable to increased personnel costs associated with the addition
of  tele-sales  staff for Quality  Control  Products,  particularly  Accurun TM,
increased  advertising  and  trade  show  costs due to the  commencement  of the
Company's "Total Quality System" (TQS) marketing campaign,  and costs associated
with participation by the Company's  Specialty Clinical  Laboratory in the Roche
Diagnostics'  Amplicor(R) Access program in  connection  with Roche's  launch of
their new FDA approved HIV PCR test kit. The  Amplicor(R)  kit is primarily used
to monitor  the HIV viral  load  (level) in  patients  prior to and during  drug
therapy.

    General and administrative  expenses increased 2.8%, or $17,000, to $641,000
for the current  quarter  from  $624,000 in the prior year  period.  This modest
increase reflects management's continued close monitoring of expense levels.

    Interest  expense  decreased  11.5%, or $10,000,  to $77,000 for the current
quarter  from  $87,000 in the prior year period as the prime rate  increases  in
late 1995 were more than offset by reduced borrowing due to debt repayments from
additional  private  equity  raised  in the  first  half  of  1996,  as  well as
prepayments from certain customers for contract research services.

    For the 1996 third  quarter,  the  Company  provided  taxes at the  combined
federal and state statutory rate of 40%,  whereas the tax benefit of the loss in
1995's  third  quarter was  recorded at a lower rate due to a current  state tax
liability.


NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

    Total revenue  increased  29.3%, or $2,483,000,  to $10,943,000 for the nine
months ended September 30, 1996 from  $8,460,000 in the prior year period.  This
increase was the result of an increase in product sales of 35.0%, or $1,548,000,
to $5,967,000 from $4,419,000 and an increase in specialty  laboratory  services
of 23.1%, or $935,000, to $4,976,000 from $4,041,000.  Product revenue increased
primarily  as a result  of an  overall  increase  of 47.6%  in  Quality  Control
Products,  due to strong sales of both new and existing  products,  particularly
for  Accurun  TM, as well as  Seroconversion  and OEM  panels.  The  increase in
service revenue was primarily attributable to a



                                       7





30.1% increase in Specialty Clinical  Laboratory  Testing revenue,  particularly
molecular  testing,  and the  addition of two new  research  contracts  with the
National Institutes of Health in the fourth quarter of 1995.

    Gross profit  increased  44.3%,  or $1,359,000,  to $4,424,000 for the first
nine months of 1996 from  $3,065,000 in the prior year period.  The gross profit
margin  increased to 40.4% for the first nine months of 1996 versus 36.2% in the
prior period.  Gross margin  improved in products  (46.0% to 48.9%),  as well as
services (25.5% to 30.3%) as the Company  benefited from an improved revenue mix
at the higher volume level.

    Research and development expenses increased 106.0%, or $273,000, to $531,000
for the 1996 period from  $258,000 in the prior year period.  This  increase was
primarily the result of increased costs of personnel hired in the second half of
1995 to step-up the rate of new product  introductions,  and increased  research
project expenditures.

    Selling and marketing expenses  increased 56.6%, or $545,000,  to $1,509,000
for the 1996 period from  $964,000 in the prior year period.  This  increase was
primarily attributable to increased personnel costs associated with the addition
of  tele-sales  staff for Quality  Control  Products,  particularly  Accurun TM,
increased  advertising  and  trade  show  costs due to the  commencement  of the
Company's "Total Quality System" (TQS) marketing campaign,  and costs associated
with participation by the Company's  Specialty Clinical  Laboratory in the Roche
Diagnostics' Amplicor(R) Access  program in  connection  with Roche's  launch of
their new FDA  approved HIV PCR test.  The Amplicor(R) kit is primarily  used to
monitor the HIV viral load (level) in patients prior to and during drug therapy.

    General  and  administrative   expenses  increased  2.9%,  or  $49,000,   to
$1,730,000  for the first nine months of 1996 from  $1,681,000 in the prior year
period. This modest increase reflects management's continued close monitoring of
expense levels.

    Interest expense  decreased 2.4%, or $6,000, to $245,000 for the 1996 period
from $251,000 in the prior year period as the prime rate  increases in late 1995
were more than offset by debt reduction from additional private equity raised in
the first  half of 1996,  as well as  prepayments  from  certain  customers  for
contract research services.

    For the  first  nine  months  of 1996,  the  Company  provided  taxes at the
combined federal and state statutory rate of 40%, whereas the tax benefit of the
loss in 1995 was recorded at a lower rate due to a current state tax liability.


LIQUIDITY AND FINANCIAL CONDITION

    On October 31, 1996 the Company commenced trading as a result of its initial
public offering of its common stock ("IPO"),  selling  1,600,000 shares at $8.50
per share. Net proceeds raised after underwriting discounts and commissions (but
before offering costs) was $12,648,000.  On November 5, 1996, the Company repaid
substantially all of its outstanding bank debt which totaled  approximately $3.9
million.

    The Company has financed its operations for the nine months ended  September
30, 1996 through cash flow from  operations,  borrowings from banks and sales of
equity.

    At September 30, 1996 the Company had $2,172,000  outstanding and $1,328,000
of availability  under its $3.5 million  Revolving Line of Credit  Agreement due
June 30, 1998 (the  "Revolver").  The Revolver bears interest at a rate equal to
the prime  rate plus 0.5% per  annum,  currently  8.75%.  Under the terms of the
Revolver,  the Company operates under a zero balance account arrangement whereby
cash  receipts are received into a lock box at the bank and reduce the Revolver,
while  disbursements  for  payroll  and  accounts  payable  items  increase  the
outstanding  balance of the Revolver.  Borrowings under the Revolver are limited
to 80% of eligible  accounts  receivable  plus the lesser of 40% of inventory or
$1.5 million.  The Revolver  contains various covenants and restrictions and the
amounts  outstanding are secured by all of the Company's assets and a $2 million
life insurance



                                       8




policy on an officer/stockholder.  As noted above, the Company used a portion of
the  proceeds of its initial  public  offering to repay the  outstanding  amount
under the Revolver, which was approximately $2,310,000 on the day of repayment.

    Net cash provided by operations for the nine months ended September 30, 1996
was $808,000 as compared to cash used of $115,000 in the prior year period. This
increase in cash flow was  primarily  attributable  to an increase in net income
and an increase  in  deferred  revenue  from net  payments  of $234,000  under a
research contract for future clinical trial services.

    Cash used in investing  activities  for the nine months ended  September 30,
1996 was  $496,000  as  compared  to  $391,000  in the prior year  period.  This
increase  in  investing   activities   was  the  result  of  increased   capital
expenditures as the Company  continues to invest in manufacturing  equipment and
information systems related to operations, sales, and finance.

    Cash used in financing  activities  for the nine months ended  September 30,
1996 was $248,000 as compared to $526,000  provided by financing  activities  in
the prior  comparable  year period.  Net cash was used in  financing  activities
primarily  as a result of the  repayment  of  $933,000  of debt and  payment  of
$503,000 of initial public offering costs,  partially  offset by $899,000 raised
through the sale of 117,647  shares of  redeemable  common stock to Kyowa Medex,
Co., Ltd. in April 1996.

    The Company anticipates capital  expenditures to increase over the near term
as it expects to use approximately  $1.0 million from the proceeds of its IPO to
expand its  manufacturing  capacity in West Bridgewater over the next 12 months,
of  which  approximately  $500,000  will be  spent  on  building  expansion  and
approximately $500,000 will be spent on equipment. In November 1996, the Company
used  $522,500 of IPO proceeds to fund the second  installment  of the Company's
purchase  of  capital  stock of  BioSeq.  The  Company  must make the  remaining
$750,000  installment if BioSeq attains certain technical milestones by July 31,
1997. If the  milestones  are not achieved,  the Company will have the option to
purchase the  additional  $750,000 of BioSeq  capital  stock until  December 31,
1997. The Company believes that existing cash balances,  the borrowing  capacity
available under the Revolver,  cash generated from operations,  and the proceeds
of  its  IPO  are  sufficient  to  fund  operations  and   anticipated   capital
expenditures  for the  foreseeable  future.  There  were no  material  financial
commitments  for capital  expenditures  as of September 30, 1996,  and currently
there are no material  commitments for capital or investment  expenditures other
than the BioSeq investment, and the manufacturing expansion discussed above.


RECENT ACCOUNTING PRONOUNCEMENTS

    In March 1995, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No. 121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of" ("SFAS  121").
SFAS 121 requires that an impairment  loss be recognized for  long-lived  assets
and certain identified  intangibles when the carrying amount of these assets may
not be  recoverable.  The Company has adopted SFAS 121 effective in 1996 and the
adoption did not have a material impact on the financial statements.

     In  October  1995,  the  FASB  issued  Statement  of  Financial  Accounting
Standards No. 123 ("SFAS 123") "Accounting for Stock-Based  Compensation," which
becomes  effective for fiscal years  beginning after December 15, 1995. SFAS 123
establishes  new financial  accounting and reporting  standards for  stock-based
compensation  plans.  However,  entities are allowed to elect whether to measure
compensation expense for stock-based  compensation under SFAS 123 or APB No. 25,
"Accounting  for Stock Issued to Employees." The Company has elected to continue
to account under APB No. 25 and will make the required pro forma  disclosures of
net  income and  earnings  per share as if the  provisions  of SFAS 123 had been
applied in its December 31, 1996 financial  statements.  The potential impact of
adopting this standard on the Company's pro forma  disclosures of net income and
earnings per share has not been quantified at this time.


FORWARD-LOOKING STATEMENTS

    This  Quarterly  Report on Form  10-Q  contains  forward-looking  statements
concerning the Company's financial performance and business operations.

    The Company wishes to caution readers of this Quarterly  Report on Form 10-Q
that  actual  results  might  differ  materially  from  those  projected  in any
forward-looking statements.

    Factors  which might cause actual  results to differ  materially  from those
projected  in  the  forward-looking  statements  contained  herein  include  the
following:  the  inability of the Company to increase  sales of quality  control
products to end-users of  infectious  disease test kits;  the entrance of one or
more quality control manufacturers for non-infectious disease test kits into the
quality  control  market for  infectious  disease  test kits,  particularly  the
end-user market for quality control  products for infectious  disease test kits;
any material  impairment  of the carrying  value of any  investment  made by the
Company,  including,  without  limitation,  the Company's  investment in BioSeq,
Inc., a technology based development stage company; the inability of the Company
to maintain an adequate  supply of the unique and rare  specimens  of plasma and
serum necessary for certain of its products; significant reductions or delays in
procurements of the Company's products by any of its major customers; imposition
by foreign  governments of  restrictions  on the  importation of blood and blood
derivatives;  litigation  seeking to restrict the use of  intellectual  property
used by the Company; potential product liability claims against the Company; and
the potential  insufficiency  of Company  resources,  including human resources,
plant and equipment and management  systems,  to accommodate  any future growth.
Reference is made to the Company's  Registration Statement on Form S-1 (Reg. No.
333-10759) for a more complete description of these and other risks.


                                       9







                             BOSTON BIOMEDICA, INC.
                           PART II. OTHER INFORMATION


 ITEM 2.   CHANGES IN SECURITIES.

    At a special  meeting in lieu of annual meeting of the  stockholders  of the
Company  held on  September  5, 1996,  the  stockholders,  among other  actions,
approved  Amended  and  Restated  Articles of  Organizations  of the Company and
Amended and Restated By-Laws of the Company.

    The Amendments made to the Company's  Articles of Organization,  as amended,
included the  following:  (1) a  one-for-two  reverse  stock split of the common
stock,  $.01 par value ("Common  Stock"),  pursuant to which every two shares of
Common Stock issued and outstanding were reclassified and changed into one share
of Common Stock;  (2) a provision for  classification  of the Company's Board of
Directors into three classes,  such that one class will be elected each year for
a  three-year  term;  (3)  provisions  increasing  from a  majority  to 80%  the
stockholder  vote  required to enlarge the Board of Directors or remove a member
of the Board of Directors,  whether with or without cause; (4) a so-called "fair
price  provision,"  adopted  in  lieu  of the  statutory  Fair  Price  Provision
contained  in the  Massachusetts  General  Laws,  that is  intended  to  protect
stockholders  who do not tender their shares in a takeover bid, by  guaranteeing
them a minimum price for their stock in any subsequent  attempt by the bidder to
purchase  their shares at a price lower than the bidder's  original  acquisition
price;  and (5) a provision  which permits the Company to  repurchase  shares of
stock from a stockholder of the Company upon fair and reasonable terms,  without
offering  any other  stockholder  the  opportunity  to sell their  shares to the
Company.

    The  amendments  made to the  Company's  By-Laws,  as amended,  included the
following:  (1)  conforming  provisions  to reflect  the  classification  of the
Company's Board of Directors,  as described above; (2) a provision regarding the
procedures to be followed by a stockholder in nominating one or more persons for
election as a director;  including a  requirement  that  nominations  be made at
least ninety days prior to the  anniversary  date of the  immediately  preceding
annual meeting of stockholders; and (3) a provision by which the Company elected
to opt out of  Chapter  110D of the  Massachusetts  General  Laws,  a law  which
restricts the ability of persons  holding  certain  percentages  of voting power
from voting their stock,  unless the Company's  stockholders  so authorize.  The
effect of opting out of Chapter  110D is that a person  holding  the  amounts of
voting power  specified in Chapter 110D will be able to freely vote their shares
without the authorization of the other stockholders of the Company.


 ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    On  September 5, 1996,  a special  meeting in lieu of annual  meeting of the
stockholders  of  the  Company  was  held  at  the  Company's  offices  in  West
Bridgewater,  Massachusetts.  4,812,307 of the  Company's  5,380,130  issued and
outstanding  shares of Common Stock were  represented at the meeting,  either in
person or by proxy.  4  proposals  were  submitted  to the  stockholders  of the
Company for consideration and approval: (1) election of Directors;  (2) adoption
of Amended and Restated Articles of Organization of the Company; (3) adoption of
Amended and Restated By-Laws of the Company;  and (4) ratification of a proposed
form of indemnification  contract to be entered into with officers and directors
of the Company, in the discretion of the Board of Directors.

    The  following  persons  were  elected to serve as Directors of the Company,
with votes being cast as follows:

<TABLE>
<CAPTION>
                                                     FOR                     AGAINST                  ABSTAIN
<S>                                               <C>                          <C>                      <C>
Richard T. Schumacher                             4,812,307                    -0-                      -0-
Henry A. Malkasian                                4,812,307                    -0-                      -0-
Francis E. Capitanio                              4,812,307                    -0-                      -0-
Kevin W. Quinlan                                  4,812,307                    -0-                      -0-
Calvin A. Saravis                                 4,812,307                    -0-                      -0-
</TABLE>

    The  Company's  stockholders  approved the  proposal to adopt the  Company's
Amended and Restated Articles of Organization. 4,812,307 shares were voted "For"
the  proposal,  and no shares were voted  against or abstained  from voting with
respect to the proposal.

    The  Company's  stockholders  approved the  proposal to adopt the  Company's
Amended and Restated  By-Laws.  4,812,307  shares were voted "FOR" the proposal,
and no shares were voted  against or  abstained  from voting with respect to the
proposal.

    The Company's  stockholders  approved the proposed  form of  indemnification
contract for officers and directors of the Company.  4,812,307 shares were voted
"FOR" the proposal,  and no shares were voted  against or abstained  from voting
with respect to the proposal.

    All foregoing results are prior to the one-for-two reverse stock split.


 ITEM 6. EXHIBITS AND REPORTS.

     (A)  EXHIBITS

<TABLE>
<CAPTION>
    Exhibit
    Number                                              Description
     <S>                <C>
     3.1                Amended and Restated Articles of Organization of the Registrant*

     3.2                Amended and Restated By-Laws of the Registrant*

     4.1                Description of Certificate for Shares of the Registrant's Common Stock*

     10.18.7            Note Payable to The First National Bank of Boston, dated July 1996, in the
                        amount of $250,0002*

     10.20              Purchase Agreement, dated October 7, 1996, between BioSeq, Inc. and the
                        Registrant*

     10.21              Warrant Agreement, dated October 7, 1996, between BioSeq, Inc. and the
                        Registrant*

     10.22              Stockholders' Agreement, dated October 7, 1996, between BioSeq, Inc. and the
                        Registrant*

     10.23              License Agreement, dated October 7, 1996, between BioSeq, Inc. and the
                        Registrant*

     11                 Statement re Computation of Per Share Earnings for the three months and nine
                        months ended September 30, 1996 and 1995

     27                 Financial Data Schedule

</TABLE>

     (B)   REPORTS ON FORM 8-K:

                 No  reports  on Form 8-K were  filed for the  quarter  ended
                 September 30, 1996.



                                       10






                                   SIGNATURES



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



                                       BOSTON BIOMEDICA, INC.



Date: December 13, 1996                By /s/  KEVIN W. QUINLAN
     ----------------------            -----------------------------------------
                                       Kevin W. Quinlan, Chief Financial Officer
                                              (Principal Financial Officer)












                                       11



                             BOSTON BIOMEDICA, INC.

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

                                                                                               SEQUENTIALLY
EXHIBIT NO.    DESCRIPTION                                                                     NUMBERED PAGE
-----------    -----------                                                                     -------------
 <S>            <C>                                                                            <C>
 3.1            Amended and Restated Articles of Organization of the Registrant*

 3.2            Amended and Restated By-Laws of the Registrant*

 4.1            Description of Certificate for Shares of the Registrant's Common Stock*

 10.18.7        Note Payable to The First National Bank of Boston, dated July 1996, in the
                amount of $250,0001*

 10.20          Purchase Agreement, dated October 7, 1996, between BioSeq, Inc. and the
                Registrant*

 10.21          Warrant Agreement, dated October 7, 1996, between BioSeq, Inc. and the
                Registrant*

 10.22          Stockholders' Agreement, dated October 7, 1996, between BioSeq, Inc. and the
                Registrant*

 10.23          License Agreement, dated October 7, 1996, between BioSeq, Inc. and the
                Registrant*

 11             Statement re Computation of Per Share Earnings for the three months and nine
                months ended September 30, 1996 and 1995

 27             Financial Data Schedule



--------
                             * Previously filed (with the same Exhibit number) as an Exhibit to Amendment No. 1 to the Registrant's
                             Registration Statement on Form S-1 (Securities and Exchange Commission File No. 333-10759).
                             * Previously filed (with the same Exhibit number) as an Exhibit to Amendment No. 1 to the Registrant's
                             Registration Statement on Form S-1 (Securities and Exchange Commission File No. 333-10759).

</TABLE>




                                       12