SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

(Mark One)

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

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

Commission File Number: 0-19041

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

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

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

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

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

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

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

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

DOCUMENTS INCORPORATED BY REFERENCE

None

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

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

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

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

Paul E. Gargan President, Chief Scientific Officer and Director

Ellena M. Byrne Executive Vice President and Director

Timothy J. Roach Treasurer, Secretary and Director

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

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

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

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

Gustav Victor Rudolf Born, Director
M.D.

Joseph C. Hogan, Ph.D. Director

William G. Sharwell Director

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 16(a) Beneficial Ownership Reporting Compliance

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

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

Summary Compensation Table

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

Annual Long-term
Compensation Compensation
Name and ------------ ------------
Principal Position Year Salary Options
------------------ ---- ------ -------

Alfred J. Roach, Chairman 1996 $250,000 ----
of the Board and Chief 1995 $250,000 135,000
Executive Officer 1994 $250,000 ----

Paul E. Gargan, President 1996 $162,000 ----
1995 $150,000 31,500
1994 $148,000 50,000

Employment Agreements

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

Option Exercises in Last Fiscal Year and Year-End Values

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

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

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

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

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

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

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

Remuneration of Directors

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Report on Independent Public Accountants F-2

Consolidated Balance Sheets F-3

Consolidated Statements of Operations F-4

Consolidated Statements of Cash Flows F-5

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

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

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

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3. Exhibits

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

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

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

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

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

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

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

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

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

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

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

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

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

-9-

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

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

21* List of Subsidiaries

24* Consent of Independent Public Accountants

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

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

** Filed herewith.

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

+ Management contract or compensatory plan.

(b) Reports on Form 8-K

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

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SIGNATURES

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

AMERICAN BIOGENETIC SCIENCES, INC.

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

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EXHIBIT INDEX