SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   FORM 10-Q/A

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

                  For the transition period from _____ to _____

                         Commission file number 0-21379

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

            Delaware                                        22-3192085
            --------                                        ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


           24 Emily Street
     Cambridge, Massachusetts                                 02139
     ------------------------                                 -----
Address of principal executive offices                      (Zip Code)

Registrant's telephone number,                            (617) 576-1999
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, and (2) has been subject to such filing
requirements for the past 90 days.

                                YES  X   NO 
                                    ---     ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

      Common Stock, $.001 par value                        10,580,948
      -----------------------------               ------------------------------
                Class                             Outstanding at August 25, 1998





                                Explanatory Note
                                ----------------

         In response to the comments of the Commission's staff (the "Staff") 
by letter dated August 7, 1998, the Company hereby amends its Quarterly 
Report on Form 10-Q for the period ended March 31, 1997 as amended by that 
certain amendment filed with the Commission on December 12, 1997, by filing 
herewith unredacted versions of Exhibits 10.1 and 10.2. Although Confidential 
Treatment was requested for the Agreements set forth in the above-referenced 
Exhibits, such treatment was not granted because the Agreements terminated 
prior to the Staff issuing its final order. The Agreements set forth in the 
above-referenced Exhibits have terminated, and are, therefore, no longer 
material to the Company's business.


                           PART II--OTHER INFORMATION

                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)  Exhibits


              
        10.1     Acquisition Option Agreement, dated May 5, 1997, by
                 and among Novalon Pharmaceutical Corporation, certain
                 stockholders of Novalon Pharmaceutical Corporation,
                 and the Applicant (filed herewith)
        10.2     Series B Convertible Preferred Stock Purchase
                 Agreement, dated May 5, 1997, by and between Novalon
                 Pharmaceutical Corporation and the Applicant (filed
                 herewith)
        11       Statement of Computation of Earnings Per Share
        27       Financial Data Schedule



        (b)  Reports on Form 8-K


     No more reports on Form 8-K were filed by the Company during the
quarter ended March 31, 1997.





                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant had duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.

                                         CUBIST PHARMACEUTICALS, INC.


     Date:    August 26, 1998            By:      /s/      Thomas A. Shea
                                            -----------------------------
                                               Thomas A. Shea
                                               Senior Director of Finance and
                                               Administration, Treasurer
                                               (Authorized Officer and Principal
                                               Finance and Accounting Officer)

                                       2