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                     __________________________________

                     SECURITIES AND EXCHANGE COMMISSION
                         Washington,  DC  20549
                     ____________________________________

                                  FORM 10-Q/A
                                AMENDMENT NO. 1

                _X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR
	                 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period Ended March 31, 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 No. 0-15271

                                ___________

                       CISTRON BIOTECHNOLOGY, INC.
             (Exact Name of Registrant as Specified in its Charter)
                                ___________


      Delaware                               								  	  22-2487972
 (State or other jurisdiction of				 	                  (IRS Employer 
 incorporation or organization)			 	                Identification Number)

10 Bloomfield Avenue, Pine Brook, New Jersey			                07058
  (Address of Principal Executive Offices)                  (Zip Code)


            Registrant's telephone number, including area code:
                              (201) 575-1700


	Indicate by check mark whether the Registrant (1) has filed all reports
 required to be filed by Section 13 and 15 (d) of the Securities Exchange Act
 of 1934 during the preceding 12 months and (2) has been subject to such
 filing requirements for the past 90 days.

                              Yes _X_  No ___



    The aggregate number of Registrant's outstanding shares on May 10, 1996
         was 26,882,990 shares of Common Stock, $.01 par value.



                          Page 1 of 12 pages.
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                     CISTRON BIOTECHNOLOGY, INC.
                    (A Development Stage Company)



                                 INDEX


                                                             
													                                                  PAGE

PART I  -	FINANCIAL INFORMATION

Item 1.	Financial Statements

        Balance sheets as of March 31, 1996 and  June 30, 1995		 3

        Statements of operations for the three months and nine       
        months ended March 31, 1996 and 1995..................		 4

        Statements  of  cash flow  for  the  nine months ended  
        March 31, 1996 and 1995...............................		 6

        Notes to financial statements.........................		 7

Item 2.	Management's discussion  and analysis  of  results  of
      		operations and financial condition....................		 8


PART II - OTHER INFORMATION...................................		11
      		Signatures............................................		12
        
        Cistron Biotechnology, Inc. hereby amends Part II, Item 6.
        of the Quarterly Reports on Form 10-Q for the nine months
        ended March 31, 1996.
                                  2



 3



PART II - OTHER INFORMATION


Item 6.	Exhibits and Reports on Form 8-K
        a. Exhibits.	 27 FDS

                                      11
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SIGNATURE





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.


Date:  Jul 15, 1996    		    	 		CISTRON BIOTECHNOLOGY, INC.
										                              (Registrant)





                                                    __________
                                                 Bruce C. Galton
                                           President, Chief Operating
                                               and Financial Officer,
                                             Secretary and Treasurer
                                            (Principal Financial and
                                                Accounting Officer)


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