1

                                  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 June 30, 1997

                                       OR

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

                        Commission file number 000-19720


                                  ABAXIS, INC.
             (Exact name of registrant as specified in its charter)


           California                                        77-0213001
     (State or other jurisdiction of                        (I.R.S. Employer
     incorporation or organization )                        Identification No.)


                             1320 Chesapeake Terrace
                           Sunnyvale, California 94089
                    (Address of principal executive offices)
                            Telephone: (408) 734-0200


    Indicate by check mark whether the registrant:

        (1)    has filed all reports required to be filed by
               Section 13 or 15(d) Securities Exchange Act of 1934
               during the preceding 12 months (or for such shorter
               period that the registrant was required to file such
               reports),                              Yes X   No
                                                         -----   -------

                                       and

        (2)    has been subject to such filing requirements for the
               90 days.                               Yes X  No
                                                        -----   ------

    At August 11, 1997, 11,886,153 shares of common stock, no par value, were
outstanding.

    This report on Form 10-Q, including all exhibits, contains 74 pages.



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                                TABLE OF CONTENTS



      ITEM                                                                                   PAGE
      ----                                                                                   ----
                                                                                      

Facing Sheet.................................................................................. 1


Table of Contents............................................................................. 2


Part I.           Financial Information

         Item 1.  Financial Statements:

                  Condensed Statements of Operations -
                     Three Months Ended June 30, 1997 and 1996................................ 3
                  

                  Condensed Balance Sheets - June 30, 1997 and March 31,1997.................. 4
                  

                  Condensed Statements of Cash Flows -
                      Three Months Ended June 30, 1997 and 1996............................... 5
                  

                  Notes to Condensed Financial Statements..................................... 6
                  

         Item 2.  Management's Discussion and Analysis of Financial
                     Condition and Results of Operations...................................... 7
                  

Part II.          Other Information

         Item 2.  Changes in Securities....................................................... 11
                  

         Item 6.  Exhibits and Reports on Form 8-K............................................ 11
                  

                  Signatures.................................................................. 12





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PART 1-FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                  ABAXIS, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)





                                                  THREE MONTHS ENDED JUNE 30,
                                                  1997                  1996
                                             -----------------------------------
                                                                      

Revenues:
   Product sales                              $  2,680,000         $  1,104,000
   Development and licensing revenue                73,000              107,000
                                             -------------         ------------
Total revenues                                   2,753,000            1,211,000
                                             -------------         ------------

Costs and operating expenses:
   Cost of product sales                         2,595,000            1,822,000
   Research and development                        375,000              391,000
   Selling, general, and administrative          1,216,000            1,261,000
                                             -------------         ------------
Total costs and operating expenses               4,186,000            3,474,000
                                             -------------         ------------

Loss from operations                            (1,433,000)          (2,263,000)
Interest income, net                                58,000               92,000
Other income (expense)                              (1,000)                  --
                                             -------------         ------------
Net loss                                      $ (1,376,000)        $ (2,171,000)
                                             =============         ============

Net loss per share                                 $ (0.12)             $ (0.22)
                                             -------------         ------------

                                             =============         ============
Weighted average common shares                  11,886,153            9,868,516
                                             =============         ============



See notes to condensed financial statements.



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                                  ABAXIS, INC.
                            CONDENSED BALANCE SHEETS



                                                                JUNE 30, 1997    MARCH 31, 1997
                                                              ------------------------------------
                                                                  (unaudited)         (Note)
                                                                                       
                            ASSETS
     Current assets:
     Cash and cash equivalents                                   $   1,161,000    $    1,436,000
     Short-term investments                                          4,583,000         3,885,000
     Trade and other receivables                                     1,659,000         1,690,000
     Interest receivable                                                44,000            80,000
     Inventories                                                     1,595,000         2,218,000
     Prepaid expenses                                                  142,000           135,000
                                                                 -------------    --------------
                     Total current assets                            9,184,000         9,444,000

   Property and equipment - net                                      2,415,000         2,453,000
   Deposits and other assets                                            89,000            80,000
                                                                 -------------    --------------
      Total assets                                                $ 11,688,000     $  11,977,000
                                                                 =============     =============
           LIABILITIES AND SHAREHOLDERS' EQUITY
   Current liabilities:
     Accounts payable                                           $      948,000   $       695,000
     Accrued payroll and related expenses                              635,000           604,000
     Other accrued liabilities                                         766,000           578,000
     Warranty reserve                                                  552,000           495,000
     Deferred revenue                                                  255,000           247,000
     Note payable                                                      200,000                --
                                                                 -------------    --------------
                   Total current liabilities                         3,356,000         2,619,000
                                                                 -------------    --------------

   Long term liabilities--
     Note payable                                                      350,000                --

   Shareholders' equity:

     Common stock, no par value:  35,000,000 authorized;
       11,886,153 issued and outstanding on June 30, 1997
       and March 31, 1997                                           58,403,000        58,403,000
                         
     Accumulated deficit                                           (50,421,000)      (49,045,000)
                                                                 -------------    --------------
   Total shareholders' equity                                        7,982,000         9,358,000
                                                                 -------------    --------------
   Total liabilities and shareholders' equity                    $  11,688,000     $  11,977,000
                                                                 =============     =============




See notes to condensed financial statements.



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                                                ABAXIS, INC
                                     CONDENSED STATEMENTS OF CASH FLOWS
                                                (UNAUDITED)



                                                              THREE MONTHS ENDED JUNE 30,
                                                              1997               1996
                                                        -----------------------------------
                                                                                 

  OPERATING ACTIVITIES:
  Net loss                                              $  (1,376,000)      $  (2,171,000)
  Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
      Depreciation and amortization                           206,000             240,000
      Changes in assets and liabilities:
         Trade and other receivables                           31,000            (333,000)
         Interest receivable                                   36,000             (17,000)
         Inventories                                          623,000            (105,000)
         Prepaid expenses                                      (7,000)             24,000
         Deposits and other assets                             (9,000)             (5,000)
         Accounts payable                                     253,000              64,000
         Accrued payroll and related expenses                  31,000             (64,000)
         Other accrued liabilities                            245,000              66,000
         Deferred revenue                                       8,000             (76,000)
         Customer deposits                                         --              (5,000)
                                                        -------------       --------------
  Net cash provided by (used in) operating activities          41,000          (2,382,000)
                                                        -------------       --------------

  INVESTING ACTIVITIES:
  Purchase of available-for-sale securities                (3,698,000)         (1,486,000)
  Maturities of available-for-sale securities               3,000,000           4,610,000
  Purchase of property and equipment                         (168,000)           (302,000)
                                                        -------------       --------------
  Net cash provided by (used in) investing activities        (866,000)          2,822,000
                                                        -------------       --------------

  FINANCING ACTIVITIES:
  Proceeds from issuance of common  stock                          --              68,000
  Net proceeds from equipment financing                       550,000                  --
                                                        -------------       --------------
  Net cash provided by financing activities                   550,000              68,000
                                                        -------------       --------------

  Increase (decrease) in cash and cash equivalents           (275,000)            508,000
  Cash and cash equivalents at beginning of period          1,436,000           1,591,000
                                                        -------------       --------------
  Cash and cash equivalents at end of period             $  1,161,000        $  2,099,000
                                                        =============       ==============

  Supplemental disclosures of cash flow information:
       Interest paid                                  $         9,000     $            --




See notes to condensed financial statements.



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                                  ABAXIS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The condensed financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes the disclosures which are made are
adequate such that the information presented is not misleading. These condensed
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report to Stockholders for
the fiscal year ended March 31, 1997.

The unaudited condensed financial statements included herein reflect all
adjustments (consisting only of normal recurring adjustments) which are, in the
opinion of management, necessary to state fairly the results for the periods
presented. The results for such periods are not necessarily indicative of the
results to be expected for the entire fiscal year ending March 31, 1998.

2. INVENTORY

Inventories are stated at the lower of cost (first-in, first-out) or market and
consist of the following:




                                                JUNE 30, 1997       MARCH 31, 1997
                                                                         
                      Raw materials               $   695,000           $1,235,000
                      Work-in-process                 457,000              723,000
                      Finished goods                  443,000              260,000
                                                --------------      --------------
                                                   $1,595,000           $2,218,000
                                                ==============      ===============



3. PER SHARE INFORMATION

Per share information for the three-months ended June 30, 1997 and 1996 is based
solely on weighted average shares of common stock outstanding during the period.
Common share equivalents have not been considered in the computation since their
inclusion would have an antidilutive effect.



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

OVERVIEW

This Management's Discussion and Analysis of Financial Condition and Results of
Operations include a number of forward-looking statements which reflect the
Company's current views with respect to future events and financial performance.
These forward-looking statements are subject to certain risks and uncertainties,
including but not limited to, those discussed below that could cause actual
results to differ materially from historical results or those anticipated. Such
risks and uncertainties include market acceptance of the Company's products and
continuing development of its products, including required Federal Drug
Administration ("FDA") clearance and other government approvals, risks
associated with manufacturing and distributing products on a commercial scale,
including complying with Federal and State food and drug regulations and general
market conditions and competition. In this report, the words "anticipates",
"believes", expects", "future", "intends", and similar expressions identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof.

Abaxis develops, manufactures and markets portable blood analysis systems for
use in any patient-care setting to provide clinicians with rapid blood
constituent measurements. The Company's products consist of a compact 6.9
kilogram analyzer and a series of single-use plastic disks called reagent discs
that contain all the chemicals required to perform a panel of up to 12 tests.
The system can be operated with minimal training and performs multiple routine
tests on whole blood using either venous or fingerstick samples. The system
provides test results in less than 15 minutes with the precision and accuracy
equivalent to a clinical laboratory. The Company currently markets this system
for veterinary use under the name VetScan(R) and in the human market under the
name Piccolo(R).

During the quarter ended June 30, 1997, the Company achieved record results in
terms of revenues and unit sales. A total of 249 Point-of-Care Blood Analyzers
were placed worldwide, of which 203 were VetScan systems and 46 were Piccolo
systems. The Company's product sales in the US accounted for 73% of its total
revenues, international sales accounted for 26% and Orbos contract revenue
accounted for the remaining 1%. Seventy-five percent (75%) of the sales in the
US were to the veterinary market and 25% were to the human medical market. Sales
to the US Navy and Marines pursuant to a contract completed in March 1997
totaled 45 Piccolo systems which accounted for essentially all of the US human
medical market sales. The US Navy has ordered an additional 88 Piccolo systems
which are scheduled for delivery during the second quarter of fiscal 1998. Sales
to VetSmart, a national veterinary chain, pursuant to an agreement signed in
March 1997 represented 30% of the sales in the US veterinary market while the
balance represented new analyzer placements to individual clinics as well as
continuing reagent sales to existing customers. Internationally, sales to Japan
constituted 68% of the total international shipments during the quarter ended
June 30, 1997. Of the total Japanese revenue, 82% was for veterinary
applications, including 58 VetScan systems, ordered in preparation for the
VetScan product launch in Japan during the second quarter of fiscal 1998. In
July 1997, upon receipt of the approval from the Japanese Ministry of
Agriculture, Forestry and Fishery ("Nosuisho") to permit sales of VetScan
systems to approximately 6,000 veterinary practices in Japan, the Company
received orders for 100 additional VetScan systems from its Japanese
distributors. There can be no assurance that the Company will receive additional
orders beyond the terms of current purchase orders.

Since the Company began shipments of the Point-of-Care Blood Analyzer through
June 30, 1997, the Company has placed a total of 1,365 Point-of-Care Blood
Analyzers worldwide of which 1,067 were VetScan systems and 298 were Piccolo
systems. In the United States the Company has placed 827 VetScan systems and 91
Piccolo systems. Internationally, the Company has placed 240 VetScan systems and
207 Piccolo systems.

Reagent disc shipments for the quarter ended June 30, 1997 were 101,000 discs, a
Company quarterly shipping record. Eighty-seven percent (87%) of the reagent
disc shipments were for veterinary applications. The increase in reagent disc
shipments is consistent with the Company's belief that there will be recurring
reagent disc revenue as the Company's 



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product lines mature. This growth is mostly attributable to the expanded
installed base of VetScan systems and higher consumption rates of institutional
users. There can be no assurance this growth will continue.

The Company continues to develop new products that will provide further
opportunities for market penetration. The Company currently is in a feasibility
phase to develop four electrolyte test methods: bicarbonate, chloride, potassium
and sodium. The feasibility phase to develop these four tests methods is
expected to be completed by the end of the second quarter of fiscal 1998. If the
results are favorable, the Company will proceed with developing these tests into
marketable products for both the human and the veterinary markets. For the human
market, the Company plans on incorporating these tests into new panels
consistent with the codes in the 1998 version of the Current Procedures
Terminology manual published by the American Medical Association. The fixed-test
panels are: electrolytes, comprehensive metabolic, hepatic function, and basic
metabolic. The Company has all the tests for the hepatic function panel, and
will have all required tests for the additional three panels with the successful
development of the four electrolyte tests.

In June 1997, the Company introduced to the market a new reagent disc product
specially designed for the veterinary market, the Equine Profile. The test
methods contained in the Equine Profile are useful for providing indications of
the health condition of horses, particularly in the areas of hepatic dysfunction
and muscle damage. This new product enables the Company to offer the VetScan
system to approximately 11,000 equine practitioners in the United States where
portability and ease-of-use are important features for these practices. The
Company completed development of a new test method, creatine kinase (CK) during
fiscal 1997 which allowed for completion of the Equine Profile product. This
method will be entered into clinical trials during fiscal 1998 for inclusion in
new reagent disc products for the human medical market.

While the Company believes that its technology will allow it to develop reagent
disc products in the future to provide a variety of additional blood tests,
there can be no assurance that such future products will be developed, that such
products will receive required regulatory clearance, or that the Company will be
able to manufacture or market such products successfully.

In addition to investing its own resources in expanding the test menu, the
Company signed a letter of intent with Teramecs Co., Ltd. and Daiichi Pure
Chemicals Co., Ltd. in April 1997 to jointly develop additional test methods for
use on the Piccolo analyzer. The product development collaboration will focus on
commercializing targeted methods for lipids, proteins, and enzymes. The Company
expects to sign a definitive agreement during the second quarter of fiscal 1998.
There can be no assurance that the Company will be able to develop these new
test methods, or if the test methods were developed, be able to successfully
market these methods.

In order to fund the development and operating activities planned for fiscal
1998, the Company completed a private placement of convertible preferred stock
in July 1997 with net proceeds to the Company of approximately $2,750,000. In
May 1997, the Company also completed an equipment lease line of credit for $2
million to fund a new automated reagent disc assembly line as well as other
equipment needs. See "Liquidity" for further discussion.

Sales for any future periods are not predictable with a significant degree of
certainty. The Company generally operates with limited order backlog because its
products typically are shipped shortly after orders are received. As a result,
product sales in any quarter are generally dependent on orders booked and
shipped in that quarter. The Company's expense levels, which are to a large
extent fixed, are based in part on its expectations as to future revenues.
Accordingly the Company may be unable to adjust spending in a timely manner to
compensate for any unexpected revenue shortfall. As a result, any such shortfall
would have an immediate materially adverse impact on the Company's operating
results and financial condition. Until sales volume of the Company's products,
particularly its reagent discs, increase significantly so as to offset
associated fixed costs and to realize certain manufacturing economies of scale,
sales of the Company's products will result in further losses and adversely
affect the Company's results of operations and financial condition. The Company
believes that period to period comparisons of its results of operations are not
necessarily meaningful.

The Company's periodic operating results have in the past varied and in the
future may vary significantly depending on, but not limited to a number of
factors, including the level of competition; the size and timing of sales
orders; market acceptance of the current and new products; new product
announcements by the Company or its competitors; changes in pricing by the



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Company or its competitors; the ability of the Company to develop, introduce and
market new products on a timely basis; component costs and supply constraints;
manufacturing capacities and ability to scale up production; the mix of product
sales between the analyzers and the reagent discs; mix in sales channels; levels
of expenditure on research and development; changes in Company strategy;
personnel changes; regulatory changes; and general economic trends.

The Company continues to explore the application of its proprietary technology
used to produce the dry reagents used in the reagent discs, called the Orbos(R)
Discrete Lypholization Process, to other companies' products. This process
allows the production of an accurate, precise amount of active chemical
ingredients in the form of a soluble bead. The Company believes that the Orbos
process has broad applications in products where delivery of active ingredients
in a stable, pre-metered format is desired. The Company has contracts with
Becton Dickinson Immunocytometry Systems and Pharmacia Biotech, Inc. to either
supply products or license Orbos technology. The Company is currently working
with another company to determine potential suitability of the Orbos technology
to this company's product. As resources permit, the Company will pursue other
development, licensing or manufacturing agreement opportunities for its Orbos
technology with other companies. There can be no assurances, however, that other
applications will be identified or that additional agreements with the Company
will result.

RESULTS OF OPERATIONS

REVENUE

During the three-month period ended June 30, 1997, the Company reported total
revenues of approximately $2,753,000 ($2,680,000 in product revenue and $73,000
in Orbos contract revenue), a $1,542,000 or 127% increase as compared to net
revenue of approximately $1,211,000 ($1,104,000 in product revenue and $107,000
in Orbos contract revenue) for the same period in fiscal 1997. The increase in
revenue for the quarter ended June 30, 1997 compared to the quarter ended June
30, 1996 was due to increased unit sales of VetScan systems in the US, direct
sales of Piccolo systems to the US military which yields higher net revenues
compared to distributor sales of VetScan systems, and new and repeat reagent
disc sales in the domestic and international markets. Revenues from Orbos
contracts are primarily dependent upon sales of products using the Orbos
technology by other parties, which is out of the control of the Company and,
therefore, may vary significantly from quarter to quarter.

COST OF PRODUCT SALES

Cost of product sales during the quarter ended June 30, 1997, was approximately
$2,595,000, or 94% of total revenues, as compared to approximately $1,822,000,
or 150% of total revenues for the quarter ended June 30, 1996. The increase in
cost of product sales was primarily a function of the increase in sales volume,
partially offset by higher efficiency resulting from better standardized
manufacturing processes.

RESEARCH AND DEVELOPMENT

Research and development expenses during the first quarter of fiscal 1998 were
approximately $375,000, or 14% of total revenues. First quarter fiscal 1998
expenses decreased $16,000 or 4% from research and development expenses of
approximately $391,000 or 32% of total revenues for the same period in fiscal
1997. The decrease is mainly the result of the reallocation of a portion of the
development resources to support product manufacturing activities. The Company
expects research and development expenses to increase as the Company undertakes
development of new test methods to expand its test menus as well as other
development projects.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expenses totaled approximately $1,216,000 or
44% of total revenues for the three-month period ended June 30, 1997. This is a
$45,000 or 4% decrease from selling, general and administrative expenses of
approximately $1,261,000 or 104% of total revenues for the three-month period
ending June 30, 1996. This quarter to 



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quarter decrease is the result of the Company's cost containment efforts. The
Company expects selling, general and administrative expenses to remain at
comparable levels for the remainder of fiscal 1998.

NET INTEREST INCOME

Net interest income totaled approximately $58,000 or 2% of total revenues for
the quarter ended June 30, 1997, compared to $92,000 or 8% of total revenues in
the comparable quarter of fiscal 1997. The decrease in interest was primarily
the result of decreased investment levels. The Company incurred interest expense
related to payments on an equipment loan of approximately $9,000 during the
period ended June 30, 1997. The Company incurred no interest expense during the
period ended June 30, 1996.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 1997, the Company had approximately $1,161,000 in cash and cash
equivalents and $4,583,000 in short-term investments, for total cash and
investment resources of $5,744,000. The Company expects to incur substantial
additional costs to support its future operations, including further
commercialization of its products and development of new test methods that will
allow the Company to further penetrate the human diagnostic market; acquisition
of capital equipment for the Company's manufacturing facilities, which includes
the ongoing development and implementation of an automated manufacturing line to
provide capacity for commercial volumes; costs related to continuing development
of its current and future products; and additional pre-clinical testing and
clinical trials for its current and future products. The Company is currently
contracting with a vendor to build an automated disc assembly line to provide
anticipated capacity for future demand and to improve production efficiency. The
Company estimates the cost of this new assembly line will be approximately
$1,500,000 of which approximately $973,000 was paid through June 30, 1997. The
Company expects to pay the balance upon acceptance of the equipment. In April
1997, in anticipation of taking delivery of the automated assembly line, the
Company arranged for an equipment financing loan of up to $2,000,000, with 36
monthly payments, and a final balloon payment equal to 10% of the original
principal amount. The equipment financing loan is collateralized by the
Company's equipment and bears interest at approximately 16%. As of June 30,
1997, the Company has drawn $600,000 against this equipment financing loan.
Additional manufacturing equipment will also need to be added during fiscal 1998
to provide sufficient production capabilities. Additionally, inventories and
receivables related to the commercialization of the VetScan and Piccolo systems
could increase significantly in future periods, which would require significant
capital resources.

Net cash provided by operating activities during the three months ended June 30,
1997 was approximately $41,000 compared to net cash used of approximately
$2,382,000 for the same period ended June 30, 1996. The decrease in net cash
used in operating activities was due to decreases in receivables and inventories
and increases in accounts payable, accrued payroll and other accrued liabilities
offset by net loss. Net inventories at the end of fiscal 1997 were somewhat
higher than normal in anticipation of shipping requirements for the Navy and
VetSmart orders scheduled for shipment in April 1997. The Company was able to
decrease net inventory by $623,000 during the quarter. Changes in accrued
liabilities were mainly due to an accrual of executive officer severance
payments.

Net cash used in investing activities during the three months ended June 30,1997
was approximately $866,000, compared to approximately $2,822,000 provided by
investing activities during the three months ended June 30, 1996. The change
from net cash provided by investing activities in the three months ended June
30, 1996 to net cash used in investing activities in the three months ended June
30, 1997 was primarily the result of a decrease in maturities and sales of
short-term investments, offset by an increase in purchases of short-term
investments.

Net cash provided by financing activities for the three month period ended June
30, 1997 was approximately $550,000 compared to approximately $68,000 for the
same period in fiscal 1997. The increase in net cash provided by financing
activities in fiscal 1998 is due to the net proceeds received from an equipment
financing loan. The cash provided by financing activities in fiscal 1997 was
from employee stock option exercises.



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On July 18, 1997, the Company issued 3,000 shares of Series B Convertible
Preferred Stock at a price per share of $1,000 to two institutional investors,
with net proceeds to the Company of approximately $2,750,000. The convertible
preferred stock may be converted into common stock at the lesser of either the
five-day average market price at closing or at a fixed discount to the then
market price. The Company will be registering the underlying common stock for
resale by these investors.

The Company anticipates that its existing capital resources, equipment financing
loan and anticipated revenue from the sales of its products will be adequate to
satisfy its currently planned operating and financial requirements through
fiscal 1998. The Company's future capital requirements will largely depend upon
the increased market acceptance of its Point-of-Care Blood Analyzer products. To
the extent that existing resources and anticipated revenue from the sale of the
Piccolo and VetScan systems are insufficient to fund the Company's activities,
additional funds will be required to be raised from the issuance of public or
private securities. In the event that the Company is unsuccessful in raising
additional funding, the Company will have to significantly reduce its operating
expenses, which could have a material adverse impact on the Company's ability to
develop, manufacture and market products, and hence the Company's results of
operations. There can be no assurance that any financing will be available, or
if available, be available at terms acceptable to the Company.


PART II-OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES

On July 18, 1997, pursuant to a Securities Purchase Agreement among the Company,
RGC International Investors LDC and Advantage Fund Ltd., each of which is an
accredited investor as defined in Regulation D to the best knowledge of the
Company, the Company issued 3,000 shares of Series B Convertible Preferred Stock
at a price per share of $1,000, with net proceeds to the Company of
approximately $2,750,000. The shares were sold in this transaction under Rule
506 and/or Section 4 (2) of the Securities and Exchange Act of 1933, as amended,
have not been registered with the Securities and Exchange Commission and carry a
restrictive legend. The Series B Preferred Stock is convertible to common stock
on or before July 18, 2002 at the lesser of the average closing bid price of the
common stock for the five trading days prior to July 18, 1997, $2.7125, or 80%
of the average closing bid prices for the five trading days prior to the
conversion date. The Company and the investors have entered into a Registration
Rights Agreement of the same date providing for the registration of the Common
Stock on or prior to November 1, 1997.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits included herein (numbered in accordance with Item 601 of Regulation
    S-K)




            Exhibit Number     Description                                     
         --------------------- ------------------------------------------------
                                    
                 3.3           Certificate of Determination                    

                10.23          Registration Rights Agreement dated July 18,
                               1997 between the Company and certain            
                               shareholders

                10.24          Securities Purchase Agreement dated July 18,
                               1997 between the Company and certain            
                               shareholders

                27.0           Financial Data Schedule                         



 (b)  Reports on Form 8-K

        None



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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.


                                  ABAXIS, INC.

August 14, 1997                   by: /s/Clinton H. Severson
- ------------------------              ------------------------------------
Date                                 Clinton H. Severson
                                     President and Chief Executive Officer
                                     (Principal Executive Officer)


August 14, 1997                   by: /s/ Ting W. Lu
- ------------------------              ------------------------------------
Date                                 Ting W. Lu
                                     Vice President of Finance & Administration
                                     and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



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                               INDEX TO EXHIBITS



EXHIBIT
NUMBER                          EXHIBITS
- -------                         --------
             
  3.3           Certificate of Determination

 10.23          Registration Rights Agreement dated July 18, 1997
                between the Company and certain shareholders

 10.24          Securities Purchase Agreement dated July 18, 1997
                between the Company and certain shareholders

 27.0           Financial Data Schedule