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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-Q/A


(Mark One)

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

For the quarterly period ended MARCH 31, 1997

                                       OR

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

For the transition period ______________________ to ___________________________
from

                         Commission file number 0-28150

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


             DELAWARE                                       33-0525145
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)



                             3050 SCIENCE PARK ROAD
                           SAN DIEGO, CALIFORNIA 92121
                    (Address of principal executive offices)

                                 (619) 658-7600
              (Registrant's telephone number, including area code)

         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
                                             -----    -----

         The number of outstanding shares of the registrant's Common Stock, no
par value, was 16,873,761 as of April 30, 1997


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                                Explanatory Note

This Amended Report on Form 10-Q, for the quarter ending March 31, 1997, is
being filed solely for the purposes of including the entire non-redacted text
of Exhibit 10.1: Purchase and Sale Agreement and Escrow Instructions between MS
Vickers II, LLC and Neurocrine Biosciences dated February 13, 1997.
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                                   SIGNATURES

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



                                               NEUROCRINE BIOSCIENCES, INC.



Dated: 8/15/97                 /s/ Paul Hawran
      -------------------     -------------------------------------------------
                               PAUL W. HAWRAN
                               Senior Vice President and Chief Financial Officer















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                           NEUROCRINE BIOSCIENCES, INC
                                    FORM 10-Q
                                      INDEX





                                                                                                       PAGE
                                                                                                       ----
                                                                                                  
PART I            FINANCIAL INFORMATION

ITEM 1            Financial Statements

                  Condensed Balance Sheets as of March 31, 1997 and December 31, 1996                   3

                  Condensed Statements of Operations for the three months
                  ended March 31, 1997 and 1996                                                         4

                  Condensed Statements of Cash Flows for the three months
                  ended March 31, 1997 and 1996                                                         5

                  Notes to Financial Statements                                                         6

ITEM 2:           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations

                  Overview                                                                              7

                  Results of Operations                                                                 7

                  Liquidity and Capital Resources                                                       8

PART II           OTHER INFORMATION

ITEM 6:           a.    Exhibits                                                                       10
                        --------

                  10.1  Purchase and Sale Agreement and Escrow Instructions
                        between MS Vickers II, LLC and Neurocrine Biosciences
                        dated February 13, 1997.

                  27.1  Financial Data Schedule


SIGNATURES                                                                                             11