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                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549


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                                    FORM 8-K
                                 CURRENT REPORT

       Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) March 28, 1997




                              SUNPHARM CORPORATION
             (Exact name of Registrant as specified in its charter)






          Delaware                       0-27578                F593097048
(State or other jurisdiction      (Commission File No.)      (I.R.S. Employer
      of incorporation)                                     Identification No.)



4651 Salisbury Road, Suite 205, Jacksonville, Florida              32256
(Address of principal executive offices)                         (Zip Code)



       Registrant's telephone number, including area code: (904) 296-3320




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ITEM 5.  OTHER ITEMS

         Press Release.  The  information  set forth in the press release of the
registrant dated April 3, 1997,  filed as an exhibit hereto,  is incorporated by
reference herein.

         The  press  release  contains  forward-looking  statements  within  the
meaning of and in  reliance  upon the "safe  harbor"  provisions  of the Private
Securities  Litigation Reform Act, as set forth in Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as  amended,  that  involve  risks  and  uncertainties,   including  unfavorable
laboratory or clinical development  results,  additional expenses resulting from
such results,  new regulatory or other  governmental  requirements and the other
risks described in the registrant's publicly available SEC reports,  which could
cause actual results to differ materially.

ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS

         (c)     The following documents are filed herewith as exhibits:

Exhibit
Number           Description

99.1             Press release dated April 3, 1997


                                    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 hereunto duly authorized.


                                   SUNPHARM CORPORATION



                                   /s/ Stefan Borg
                                   Name:  Stefan Borg
                                   Title: President and Chief Executive Officer


Date: April 14, 1997


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