CAMBRIDGE BIOTECH CORP
8-K, 1995-11-08
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

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

                                  June 20, 1995
                 Date of Report (Date of earliest event reported) 

                          CAMBRIDGE BIOTECH CORPORATION
                (Exact name of registrant as specified in charter)

   Delaware                   0-12081             04-2726626
(State or other           (Commission File      (IRS Employer
jurisdiction of               Number)         Identification Number)
incorporation)

                 365 Plantation Street, Biotechnology Research Park
                          Worcester, Massachusetts 01605
             (Address of principal executive offices, including zip code)

                                 (508) 797-5777
                 (Registrant's telephone number, including area code)

                                 Not applicable
            (Former name or former address, if changed since last report)

Item 5.  Other Events.

     Attached hereto as Exhibit A is a copy of the Registrant's
monthly operating report dated June 20, 1995 (the "Monthly
Operating Report"), to the United States Bankruptcy Court Trustee
for the District of Massachusetts, Western Division, relating to
the Registrant's petition under Chapter 11 of the United States
Bankruptcy Code, Case No. 94-43054-JFQ. 

     The Monthly Operating Report has not been audited by the
Registrant's independent, certified public accountants, nor does
the Monthly Operating Report contain complete consolidated
information relating to the Company's subsidiaries and affiliates
or adjustments which may be required as a result of an independent
audit of the Registrant's financial statements, including
adjustments relating to the special investigation described in the
Company's reports on Form 8-K filed with the Securities and
Exchange Commission on April 6, 1994 and May 13, 1994,
respectively.

Item 7.  Exhibits.

     The Registrant's Monthly Operating Report dated June 20, 1995
filed with the United States Bankruptcy Court Trustee for the
District of Massachusetts, Western Division, Case No. 94-43054-JFQ.

SIGNATURES

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


                                CAMBRIDGE BIOTECH CORPORATION



Dated:  June 20, 1995            By: \s\ Alison Taunton-Rigby        
                                        Alison Taunton-Rigby, President



                         UNITED STATES BANKRUPTCY COURT
                        EASTERN DISTRICT OF MASSACHUSETTS
 
IN RE: CAMBRIDGE BIOTECH CORPORATION    CASE NO.: 94-43054-JFQ
       365 PLANTATION STREET            JUDGE:    J.F. QUEENAN
       WORCESTER, MA 01605-2376

 DEBTOR(S): CAMBRIDGE BIOTECH CORPORATION,          CHAPTER: 11
           DEBTOR-IN-POSSESSION

 MONTHLY OPERATING REPORT FOR MONTH ENDING:    MAY 31, 1995

 COMES NOW,      CAMBRIDGE BIOTECH CORPORATION

 Debtor-in-Possession, and hereby submits its Monthly Operating 
 Report for the period commencing May 1, 1995 and ending May 31, 
 1995 as shown by the report and exhibits consisting of nineteen pages 
 and containing the following, as indicated:

           ____X____ Monthly Reporting Questionnaire (Attachment 1)
           ____X____ Comparative Balance Sheets (Forms OPR-1 & OPR-2)
           ____X____ Summary of Accounts Receivable (Form OPR-3)
           ____X____ Schedule of Post-petition Liabilities (Form OPR-4)
           ____X____ Income Statement (Form OPR-5)
           ____X____ Statement of Sources and Uses of Cash (Form OPR-6)

 I declare under penalty of perjury that this report and all attachments 
 are true and correct to the best of my knowledge and belief.

 Date: June 20, 1995                       DEBTOR(S)-IN-POSSESSION

                                    By: /s/ Alison Taunton-Rigby       
                          Name & Title: Alison Taunton-Rigby     
                                        President & CEO
                          Address:      365 Plantation Street
                                        Worcester, MA 01605-2376
                          Telephone No.:508-797-5777

 Footnote:
 As Debtor-in-Possession commenced filing on July 7, 1994
 ___________________________________________________________________________

                                                    Attachment 1 (Page 1)
                                                       Rev. 1/92

                                 CHAPTER 11
                            MONTHLY OPERATING REPORT
                        MONTHLY REPORTING QUESTIONNAIRE

 Case Name: CAMBRIDGE BIOTECH CORPORATION
 Case Number: 94-43054
 Month of: MAY 1, 1995 THROUGH MAY 31, 1995

 1.  Payroll: State the amount of all executive wages paid and taxes 
     withheld and paid.

                  see attached

 2. Insurance: Is worker's compensation and other insurance in effect? YES.
               Are payments current? YES. If any policy has lapsed, been 
               replaced or renewed, state so in the schedule below. Attach
               a copy of the new policy's binder or cover page. 
                               
                                                                   Date
                                                                  Coverage
            Carrier      Coverage                Expir.  Premium    Pd.  
            Name          Amount    Policy #     Date    Amounts   Thru

 Homeowners                     
 Rental 
  Property
 Liability Prdct Liab.   1,000,000    GLA
           Excldg Adjvts  Aggregate  1753797RMA  5/1/96  $25,830   5/1/96
 Vehicle
 Workers   
  Comp.    
 Other
 ___________________________________________________________________________

 Case Name: Cambridge Biotech Corporation
 Case Number: 94-43054                         SCHEDULE #1
 Month of: 
 June, 1995
 
 Monthly Operating Report - Wages - Executives
 May 1 thru May 31, 1995
                                                     Taxes    Taxes    Taxes
Name            Title           Gross     Net       Withheld   Paid     Due

A.Taunton-Rigby Pres./CEO     17,307.70   9,692.47  7,615.23  7,615.23  0.00
Jeffrey Beaver  Chairman       7,692.32   4,407.21  3,285.11  3,285.11  0.00
Gary Long       V.P.Corp. Ops  9,615.40   6,741.40  2,874.00  2,874.00  0.00
Keith Jones     Corp.Contr.    5,923.08   4,420.54  1,502.54  1,502.54  0.00

Total Executive Payroll:      40,538.50  25,261.62 15,276.88 15,276.88  0.00

 ____________________________________________________________________________
                                                                       
                                                        Attachment 1 (Page 2)
                                                         Rev. 1/92

                                CHAPTER 11
                         MONTHLY OPERATING REPORT
                    DETAILED LISTING OF DISBURSEMENTS

 Case Name: Cambridge Biotech Corporation
 Case Number: 94-43054
 Month of: May 1, 1995 through May 31, 1995

3. Bank Accounts
                                    ACCOUNT TYPE         
                      OPERATING    OPERATING     PAYROLL     PAYROLL   
Bank                    Fleet     First Nat'l    Bank of     Flagship   
Name                                 BOM          Balt
                               
G/L number              1.1113     2.1129        2.1124.1    1.1119.1   

Account number        9372562275  175-8828-5     39-12388    1023381112

Beginning Book 
Balance               $48,405.65     $512.95    $ 5,271.02   $17,725.19 

PLUS: Deposits      1,893,047.79                                

LESS:Disbursements (1,400,113.67)    (612.39)                (576,443.06)

Other:
 Transfers In(Out)   (623,758.63)     700.00                  576,044.32
 Investments          110,759.07                                   
                    ------------    ---------    ----------   -----------
Ending Book 
Balance (1)           $28,340.21     $600.56     $ 5,271.02   $17,326.45
                      ==========     =======     ==========   ==========

____________________________________________________________________________

                                                     Attachment 1 (Page 2)
                                                         Rev 1/92

                                CHAPTER 11
                         MONTHLY OPERATING REPORT
                    DETAILED LISTING OF DISBURSEMENTS

 Case Name: Cambridge Biotech Corporation
 Case Number: 94-43054
 Month of: May 1, 1995 through May 31, 1995

3. Bank Accounts
                                ACCOUNT TYPE  
                   OPERATING      PETTY CASH     TOTAL
Bank Name         Nations Bank        N/A

G/L number            2.1127        xx.1150

Account number     3933333731         N/A

Beginning Book
Balance                 $0.00      $1,774.12    $ 73,688.93

PLUS: Deposits                                 1,893,047.79

LESS: Disbursements(40,746.16)    ( 1,680.85) (2,019,596.13)

Other:
 Transfers In(Out)  45,955.93       1,058.38         (0.00)
 Investments                                     110,759.07
                    ---------    -----------  --------------
Ending Book 
Balance (1)        $ 5,209.77      $1,151.65     $57,899.66
                    =========      =========     ==========


  (1) Cash balances exclude $6,051,807 of short term investments of excess 
      cash. The total cash and short term investments decreased by 
      $126,548 for the month of May and increased by $3,499,967 
      since the filing date.
_____________________________________________________________________________
    Case Name:            Cambridge Biotech Corporation
    Case Number:          94-43054

    As of:                May 31, 1995

                          Monthly Operating Report

4. Post Petition Payments:
                                            Amount      Date     Check #
     Professionals:
       Bowditch & Dewey                    $59,376.98  5/05/95    69406
       Bowditch & Dewey                     43,625.48  5/25/95    69803
       Bromberg & Sunstein                   1,932.52  5/17/95    69628
       Brown Rudnick Freed & Gesmer         38,745.77  5/22/95    69724
       Brown Rudnick Freed & Gesmer         48,192.46  5/25/95    69804
       Brown Rudnick Freed & Gesmer         20,754.62  5/31/95    69889
       Hale & Dorr                          12,281.93  5/01/95    69277
       Hale & Dorr                           6,405.20  5/22/95    69734
       Sterne, Kessler, Goldstein           33,680.23  5/23/95    69764
       Sterne, Kessler, Goldstein            4,425.00  5/31/95    69903
       Venable, Baetjer & Howard             1,091.10  5/11/95    69534  
       Venable, Baetjer & Howard             4,202.01  5/23/95    69766
          
          Total (Professionals)           $274,713.30


    Pre-Petition Debts:

       For Priority Debt:
       None                                $    0.00  various
                                             _________
                                                0.00

       For Secured Debt:
       Norwest Capital Lease Payment (2.3505)  372.27  5/15/95     69573
                                              ________
                                               372.27

       For Unsecured Debt:
       None                                      0.00  various
                                            _________
                                                 0.00

       For Accrued Restructuring:
       None                                      0.00
                                            _________
                                                 0.00
                                           __________
               Total (Pre-petition)            372.27

                         *Pursuant to Court Approval
                
_____________________________________________________________________________
Case Name:        Cambridge Biotech Corporation 
Case Number:                 94-43054
                            Form OPR-1

                    Comparative Balance Sheets
                    As of:     May 31, 1995

                          FILING
                           DATE      7/31/94      8/31/94     9/30/94      
ASSETS

CURRENT ASSETS:
 Cash                   $1,287,187    $771,969     $863,230    $744,627    
 Other Negotiable 
  Instruments (CD's, 
  Treasury bills, etc.   1,322,553   2,925,553    3,235,553   2,001,807       
 Accounts Receivable 
  (See OPR-3)            2,813,217   2,798,473    2,426,792   3,072,351     
 Less: Allowance for 
  doubtful accounts       (159,413)   (153,957)    (156,702)   (156,702)   
 Inventory, at lower 
  of cost or market       4,619,236   4,675,836    4,436,073   3,837,729    
 Prepaid Expenses and 
  Deposits                 540,318     758,112      724,877     917,900    
 Other Receivables          38,793      68,301       19,737      81,504
TOTAL CURRENT ASSETS    10,461,891  11,744,287   11,549,560  10,499,216   

PROPERTY, PLANT AND 
 EQUIPMENT, AT COST     27,437,762  27,440,087   27,443,284  27,400,776    
 Less: Accumulated 
  Depreciation         (13,006,471)(13,250,916) (13,518,839)(13,794,569)
NET PROPERTY, PLANT 
 & EQUIP.               14,431,291  14,189,171   13,924,445  13,606,207 

OTHER  ASSETS
 Investment in Foreign 
  Subsidiary & Interco   
  Receivables            7,302,195   7,225,880    7,333,273   7,320,217  
 Equity Investments in 
  Minority Interests     2,698,719   2,698,719    2,698,719   2,448,719 
 Long term Notes 
  Receivable               120,000     120,000      120,000     120,000  
 Patents & Purchased 
  Technology, net        4,335,293   4,278,428    4,208,789   4,139,151
 Misc. other assets         83,666      83,543       85,921     103,250
NET OTHER ASSETS        14,539,873  14,406,570   14,446,702  14,131,337 

TOTAL ASSETS            $39,433,055 $40,340,028  $39,920,707 $38,236,760 

 See Accompanying Notes to Financial Statements
________________________________________________________________________________
Case Name:        Cambridge Biotech Corporation 
Case Number:                 94-43054
                            Form OPR-1

                    Comparative Balance Sheets
                    As of:     May 31, 1995

                       
                        10/31/94     11/30/94      12/31/94  1/31/95
ASSETS

CURRENT ASSETS:
 Cash                    $121,108   $1,978,464     $41,017      $70,469
 Other Negotiable 
  Instruments (CD's, 
  Treasury bills, etc.  2,744,989    6,518,489   8,396,774    8,171,774   
 Accounts Receivable 
  (See OPR-3)           2,456,055    2,020,214   2,676,067    2,366,192
 Less: Allowance for 
  doubtful accounts      (154,965)    (154,988)   (150,200)    (150,754)
 Inventory, at lower 
  of cost or market     3,992,196    4,161,087   3,623,742    3,724,804
 Prepaid Expenses and 
  Deposits                843,827    1,049,251     836,285      857,048
 Other Receivables        112,983       65,389      92,624       78,022
TOTAL CURRENT ASSETS   10,116,193   15,637,906  15,516,309   15,117,555

PROPERTY, PLANT AND 
 EQUIPMENT, AT COST    27,395,379   27,392,289  27,361,463   27,367,498
 Less: Accumulated 
  Depreciation        (14,056,613) (14,318,428)(14,526,151) (14,773,133)
NET PROPERTY, PLANT 
 & EQUIP.              13,338,766   13,073,861  12,835,312   12,594,365

OTHER  ASSETS
 Investment in Foreign 
  Subsidiary & Interco  
  Receivables           7,319,514        1,100       1,100        1,100
 Equity Investments in 
  Minority Interests    2,448,719    2,393,118   2,084,547    2,084,547
 Long term Notes 
  Receivable              120,000      120,000           0          0
 Patents & Purchased 
  Technology, net       4,089,540    4,017,654   4,057,044    3,996,889
 Misc. other assets       110,888       72,832     105,791      105,668
NET OTHER ASSETS       14,088,661    6,604,704   6,248,482    6,188,204

TOTAL ASSETS           $37,543,620 $35,316,471 $34,600,103  $33,900,124

 See Accompanying Notes to Financial Statements
________________________________________________________________________________
                    Comparative Balance Sheets
                    As of:     May 31, 1995

                                         2/28/95      3/31/95      4/30/95
ASSETS

CURRENT ASSETS:
 Cash                                    ($155,657)    $114,214     $73,689
 Other Negotiable Instruments
   (i.e., Commercial Paper, CD's         8,159,683    6,479,683   6,162,566
    Repo's, etc.)
 Accounts Receivable (See OPR-3)         2,489,859    2,902,506   2,792,862  
 Less: Allowance for doubtful accounts    (151,583)    (148,773)   (155,829) 
 Inventory, at lower of cost or market   3,567,739    3,624,245   3,711,567
 Prepaid Expenses and Deposits             931,831    1,198,692   1,229,568  
 Other Receivables                          60,615       61,603      64,693
TOTAL CURRENT ASSETS                    14,902,487   14,232,370  13,879,116
PROPERTY, PLANT AND 
 EQUIPMENT, AT COST                     27,379,288   27,480,169  27,479,539  
 Less: Accumulated Depreciation        (15,008,591) (15,241,885)(15,471,782)
NET PROPERTY, PLANT & EQUIP.            12,370,697   12,238,284  12,007,757

OTHER  ASSETS
 Investment in Foreign 
  Subsidiary & Interco.                       
  Receivables                                1,100        1,100       1,100
 Equity Investments in                                            
  Minority Interests                     2,084,547    2,084,547   2,084,547
 Long term Notes Receivable                      0            0           0
 Patents & Purchased Technology, net     3,943,189    3,900,274   3,854,572
 Misc. other assets                        105,546      105,423     105,301
NET OTHER ASSETS                         6,134,382    6,091,344   6,045,520

TOTAL ASSETS                           $33,407,566  $32,561,998 $31,932,393

See Accompanying Notes to Financial Statements
- -------------------------------------------------------------------         
                    
                    Comparative Balance Sheets
                    As of:     May 31, 1995

                                               
ASSETS                                   5/31/95

CURRENT ASSETS:
 Cash                                      57,900                           
 Other Negotiable Instruments
   (i.e, Commercial Paper, CD's         
    Repo's, etc.                         6,051,807    
 Accounts Receivable (See OPR-3)         2,804,766                           
 Less: Allowance for doubtful accounts    (159,019)  
 Inventory, at lower of cost or market   3,578,844                           
 Prepaid Expenses and Deposits           1,261,826                            
 Other Receivables                          62,896                           
TOTAL CURRENT ASSETS                    13,659,020 
PROPERTY, PLANT AND 
 EQUIPMENT, AT COST                     27,498,276                           
 Less: Accumulated Depreciation        (15,699,736)
NET PROPERTY, PLANT & EQUIP.            11,798,540                         

OTHER  ASSETS
 Investment in Foreign 
  Subsidiary & Interco.                       
  Receivables                                1,100     
 Equity Investments in                                            
  Minority Interests                     2,084,547                          
 Long term Notes Receivable                      0  
 Patents & Purchased Technology, net     3,812,181                           
 Misc. other assets                        105,179   
NET OTHER ASSETS                         6,003,007                            

TOTAL ASSETS                           $31,460,567  

See Accompanying Notes to Financial Statements
 ___________________________________________________________________________
Case Name:     Cambridge Biotech Corporation 
Case Number:              94-43054
                         Form OPR-2

                 Comparative Balance Sheets
               As of:     May 31, 1995

                                 FILING
                                 DATE       7/31/94     8/31/94     9/30/94     
LIABILITIES
POSTPETITION LIABILITIES (OPR-4)     $0     $650,373  $1,141,051  $1,497,470 
PREPETITION LIABILITIES         
 Priority Debt                   223,302     182,012     182,012      68,035  
 Secured Debt                  5,034,218   5,033,952   5,033,605   4,026,027  
 Unsecured Debt                5,693,250   5,694,993   5,694,993   5,725,313  
TOTAL PRE PETITION 
 LIABILITIES                  10,950,770  10,910,957  10,910,610   9,819,375  

 Accrued Restructuring         1,844,180   1,842,293   1,838,952   1,838,649 
 Deferred Revenue & Taxes      2,735,700   2,729,262   2,705,941   2,663,591  

TOTAL LIABILITIES             15,530,650  16,132,885  16,596,554  15,819,085  

SHAREHOLDERS' EQUITY (DEFICIT)
 PREFERRED STOCK                       0           0           0           0  
 COMMON STOCK                    260,570     260,570     260,570     260,570 

PAID - IN CAPITAL            119,978,714 119,985,005 119,993,131 120,001,257 

ACCUMULATED DEFICIT;
  Through Filing Date        (96,336,879)(96,336,879)(96,336,879)(96,336,879)
  Post Filing Date - 1994                    298,447    (592,669) (1,507,273)
  Post Filing Date - 1995                                              
TOTAL ACCUMULATED DEFICIT    (96,336,879)(96,038,432)(96,929,548)(97,844,152)

TOTAL SHAREHOLDERS' EQUITY    23,902,405  24,207,143  23,324,153  22,417,675 

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY        $39,433,055 $40,340,028 $39,920,707 $38,236,760 

      See Accompanying Notes to Financial Statements.
______________________________________________________________________________
Case Name:     Cambridge Biotech Corporation 
Case Number:              94-43054
                         Form OPR-2

                 Comparative Balance Sheets
               As of:     May 31, 1995

                                  
                                   10/31/94    11/30/94    12/31/94  
LIABILITIES
POSTPETITION LIABILITIES (OPR-4) $2,082,362  $2,755,184  $3,094,624 
PREPETITION LIABILITIES         
 Priority Debt                       68,035      67,035      41,405 
 Secured Debt                     4,025,674   4,025,320   4,024,962 
 Unsecured Debt                   5,727,217   5,724,724   5,698,205 
TOTAL PRE PETITION 
 LIABILITIES                      9,820,926   9,817,079   9,764,572 

 Accrued Restructuring            1,818,204   1,818,204   1,818,204 
 Deferred Revenue & Taxes         2,709,561   6,200,904   6,222,574 

TOTAL LIABILITIES                16,431,053  20,591,371  20,899,974 

SHAREHOLDERS' EQUITY (DEFICIT)
 PREFERRED STOCK                          0           0           0 
 COMMON STOCK                       260,570     260,570     260,570 

PAID - IN CAPITAL               120,009,383 120,017,509 120,025,635 

ACCUMULATED DEFICIT;
  Through Filing Date           (96,336,879)(96,336,879)(96,336,879)
  Post Filing Date - 1994        (2,820,507) (9,216,100)(10,249,197)
  Post Filing Date - 1995                                          
TOTAL ACCUMULATED DEFICIT      (99,157,386)(105,552,979)(106,586,076)

TOTAL SHAREHOLDERS' EQUITY       21,112,567  14,725,100  13,700,129 

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY           $37,543,620 $35,316,471 $34,600,103 

      See Accompanying Notes to Financial Statements.
 
      (1)   Financial statements are for U.S. operations only.
      (2)   In November, the Company received $3.5 million on account of a 
            payment originally due to the Company in 1995.
____________________________________________________________________________
                 Comparative Balance Sheets
               As of:     May 31, 1995

                                      1/31/95     2/28/95      3/31/95
LIABILITIES
POST PETITION LIABILITIES (OPR-4)   $3,486,705  $3,792,060   $4,029,423
PRE PETITION LIABILITIES
 Priority Debt                          41,405      41,405       37,685
 Secured Debt                        4,024,601   4,024,238    4,023,871
 Unsecured Debt                      5,657,221   5,663,260    5,659,724
TOTAL PRE PETITION LIABILITIES       9,723,227   9,728,903    9,721,280

 Accrued Restructuring               1,818,204   1,814,597    1,811,938
 Deferred Revenue & Taxes            5,915,588   5,522,460    5,150,121

TOTAL LIABILITIES                   20,943,724  20,858,020   20,712,762

SHAREHOLDERS' EQUITY (DEFICIT)                
 PREFERRED STOCK                             0                        0
 COMMON STOCK                          260,570     260,570      260,570

 PAID - IN CAPITAL                 120,033,760 120,041,887  120,050,013

 ACCUMULATED DEFICIT;
  Through Filing Date              (96,336,879)(96,336,879) (96,336,879)
  Post Filing Date - 1994          (10,249,197)(10,249,197) (10,249,197)
  Post Filing Date - 1995             (751,854) (1,166,835)  (1,875,271)
 TOTAL ACCUMULATED DEFICIT       (107,337,930)(107,752,911)(108,461,347) 

TOTAL SHAREHOLDERS' EQUITY          12,956,400  12,549,546   11,849,236

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY               $33,900,124 $33,407,566 $32,561,998

 See Accompanying Notes to Financial Statements.
____________________________________________________________________________
                 Comparative Balance Sheets
               As of:     May 31, 1995

                                     4/30/95          5/31/95
LIABILITIES
POST PETITION LIABILITIES (OPR-4)   $4,138,912   $4,438,839
PRE PETITION LIABILITIES
 Priority Debt                          36,319       36,319
 Secured Debt                        4,023,502    4,023,129
 Unsecured Debt                      5,644,925    5,644,925
TOTAL PRE PETITION LIABILITIES       9,704,746    9,704,373

 Accrued Restructuring               1,810,963    1,810,963
 Deferred Revenue & Taxes            4,831,300    4,513,854

TOTAL LIABILITIES                   20,485,921   20,468,029

SHAREHOLDERS' EQUITY (DEFICIT)                
 PREFERRED STOCK                             0            0
 COMMON STOCK                          260,570      260,570

 PAID - IN CAPITAL                 120,058,139  120,066,265

 ACCUMULATED DEFICIT;
  Through Filing Date              (96,336,879) (96,336,879)
  Post Filing Date - 1994          (10,249,197) (10,249,197)
  Post Filing Date - 1995           (2,286,161)  (2,748,221)
 TOTAL ACCUMULATED DEFICIT        (108,872,237)(109,334,297)

TOTAL SHAREHOLDERS' EQUITY          11,446,472   10,992,538

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY               $31,932,393 $31,460,567

 See Accompanying Notes to Financial Statements.
 ____________________________________________________________________________
Case Name:    Cambridge Biotech Corporation          Form:         OPR-3
Case Number:  94-43054

                                Summary of Accounts Receivable
                                As of:          May 31, 1995
                   
                                                  0 - 30       31 - 60 
                                    TOTAL           DAYS        DAYS        
                                 -----------     ----------  ------------   
Date of Filing:July 7, 1994     2,813,216.84    2,110,219.71   452,069.57   
 Allowance for doubtful accts    (159,413.23)                              
               Net              2,653,803.61    2,110,219.71   452,069.57   

Month:         July 31, 1994    2,798,472.98    1,289,104.11 1,238,841.68  
 Allowance for doubtful accts    (153,956.56)                              
               Net              2,644,516.42    1,289,104.11 1,238,841.68   

Month:         August 31, 1994  2,426,792.24    1,669,036.84   267,054.03  
 Allowance for doubtful accts    (156,701.89)                              
               Net              2,270,090.35    1,669,036.84   267,054.03  

Month:         Sept. 30, 1994   3,072,351.16    2,402,728.52   365,353.30  
 Allowance for doubtful accts    (156,701.89)                              
               Net              2,915,649.27    2,402,728.52   365,353.30  

Month:         October 31, 1994 2,456,054.54    1,406,348.28   750,784.77  
 Allowance for doubtful accts    (154,964.89)                              
               Net              2,301,089.65    1,406,348.28   750,784.77  

Month:         Nov. 30, 1994    2,020,214.59    1,322,881.77   350,696.71 
 Allowance for doubtful accts    (154,988.00)                            
               Net              1,865,226.59    1,322,881.77   350,696.71

Month:         Dec. 31, 1994    2,676,067.46    2,057,744.50   389,515.89
 Allowance for doubtful accts    (150,200.00)                            
               Net              2,525,867.46    2,057,744.50   389,515.89

Month:         January 31, 1995 2,366,192.41    1,487,741.56   623,509.89
 Allowance for doubtful accts    (150,753.71)                            
               Net              2,215,438.70    1,487,741.56   623,509.89

Month:         Feb. 28, 1995    2,489,858.82    1,972,020.47   187,953.54
 Allowance for doubtful accts    (151,582.78)                            
               Net              2,338,276.04    1,972,020.47   187,953.54

Month:         March 31, 1995   2,902,506.56    2,061,722.33   671,660.83
 Allowance for doubtful accts    (148,773.14)                            
               Net              2,753,733.42    2,061,722.33   671,660.83

Month:         April 30, 1995   2,792,861.76    1,660,592.76   931,787.86
 Allowance for doubtful accts    (155,829.15)                            
               Net              2,637,032.61    1,660,592.76   931,787.86

Month:         May 31, 1995     2,804,766.36    2,153,951.07   257,035.14
 Allowance for doubtful accts    (159,019.25)                            
               Net              2,645,747.11    2,153,951.07   257,035.14
_________________________________________________________________________
Case Name:  Cambridge Biotech Corporation          Form: OPR-3
Case Number:              94-43054

                                Summary of Accounts Receivable
                                As of:          May 31, 1995
                   
                                                 61 - 90           OVER       
                                    TOTAL           DAYS        90 DAYS 
                                 -----------    ---------    ----------
Date of Filing:July 7, 1994     2,813,216.84    56,398.93    194,528.63
 Allowance for doubtful accts    (159,413.23)               (159,413.23)
               Net              2,653,803.61    56,398.93     35,115.40
                                                            
Month:         July 31, 1994    2,798,472.98    128,524.10   142,003.09
 Allowance for doubtful accts    (153,956.56)   (11,953.47) (142,003.09)
               Net              2,644,516.42    116,570.63         0.00 
                                                            
Month:         August 31, 1994  2,426,792.24    297,637.99   193,063.38 
 Allowance for doubtful accts    (156,701.89)               (156,701.89)
               Net              2,270,090.35    297,637.99    36,361.49 
                                                            
Month:         Sept. 30, 1994   3,072,351.16     77,168.82   227,100.52
 Allowance for doubtful accts    (156,701.89)               (156,701.89)
               Net              2,915,649.27     77,168.82    70,398.63 

Month:         October 31, 1994 2,456,054.54     87,405.93   211,515.56
 Allowance for doubtful accts    (154,964.89)               (154,964.89)
               Net              2,301,089.65     87,405.93    56,550.67

Month:         Nov. 30, 1994    2,020,214.59    188,381.49   158,254.62
 Allowance for doubtful accts    (154,988.00)               (154,988.00) 
               Net              1,865,226.59    188,381.49     3,266.62 

Month:         Dec. 31, 1994    2,676,067.46     65,733.45   163,073.62
 Allowance for doubtful accts    (150,200.00)               (150,200.00)
               Net              2,525,867.46     65,733.45    12,873.62

Month:         January 31, 1995 2,366,192.41     92,582.75   162,358.21
 Allowance for doubtful accts    (150,753.71)               (150,753.71)
               Net              2,215,438.70     92,582.75    11,604.50

Month:         Feb. 28, 1995    2,489,858.82    176,471.97   153,412.84
 Allowance for doubtful accts    (151,582.78)               (151,582.78)
               Net              2,338,276.04    176,471.97     1,830.06

Month:         March 31, 1995   2,902,506.56     45,696.46   123,426.94
 Allowance for doubtful accts    (148,773.14)   (25,346.20) (123,426.94)
               Net              2,753,733.42     20,350.26         0.00

Month:         April 30, 1995   2,792,861.76    103,220.04    97,261.10
 Allowance for doubtful accts    (155,829.15)   (58,568.05)  (97,261.10)
               Net              2,637,032.61     44,651.99         0.00

Month:         May 31, 1995     2,804,766.36    313,259.39    80,520.76
 Allowance for doubtful accts    (159,019.25)   (78,498.49)  (80,520.76)
               Net              2,645,747.11    234,760.90         0.00

________________________________________________________________________

Case Name: Cambridge Biotech Corporation                Form OPR-4
Case Number: 94-43054

              Schedule of Post Petition Liabilities
              As of:   May 31, 1995 
              
                         DATE       DATE        TOTAL       0-30     31-60 
                         INCURRED   DUE         DUE         DAYS     DAYS  
TAXES PAYABLE                                                     
 Federal Income Taxes                                0
 FICA-Employer's Share                               0
 FICA-Employee's Share                               0
 Unemployment Tax                                    0
 State Income Tax                                    0
 State Sales & Use Tax   Various    Various      3,740    3,740
 State Franchise Tax     Various    Various      5,349    1,000     1,000  
 Personal Property Tax   Various    Various     99,174    7,316     7,316  
TOTAL TAXES PAYABLE                            108,263   12,056     8,316  

POST PETITION                                        0        0
SECURED DEBT

POST PETITION                                        0        0
UNSECURED DEBT

ACCRUED INTEREST 
PAYABLE                   Various   Various     338,217   39,466    32,932 

TRADE ACCOUNTS 
PAYABLE & OTHER
 Accounts Payable         Various   Various     398,601   300,732   50,946
 Accrued Expenses         Various   Various   2,257,699   726,514  334,000
 Accrued Stock 
  Incentive Plan          7/8/94    Emerge    1,336,059 1,336,059
                                     from 
                                     Ch. 11
TOTAL ACCOUNTS 
PAYABLE & OTHER                               3,992,359  2,363,305  384,946 

TOTAL POST                                   $4,438,839 $2,414,827 $426,194 
PETITION LIABILITIES

_______________________________________________________________________________

Case Name: Cambridge Biotech Corporation                Form OPR-4
Case Number: 94-43054

              Schedule of Post Petition Liabilities
              As of:   May 31, 1995 
              
                         DATE       DATE        TOTAL       61-90    OVER 90 
                         INCURRED   DUE         DUE         DAYS     DAYS  
TAXES PAYABLE                                                     
 Federal Income Taxes                                0
 FICA-Employer's Share                               0
 FICA-Employee's Share                               0
 Unemployment Tax                                    0
 State Income Tax                                    0
 State Sales & Use Tax   Various    Various      3,740    
 State Franchise Tax     Various    Various      5,349    1,000       2,349
 Personal Property Tax   Various    Various     99,174    7,316      77,226
TOTAL TAXES PAYABLE                            108,263    8,316      79,575

POST PETITION                                        0        0
SECURED DEBT

POST PETITION                                        0        0
UNSECURED DEBT

ACCRUED INTEREST 
PAYABLE                   Various   Various     338,217   33,914    231,905 

TRADE ACCOUNTS 
PAYABLE & OTHER
 Accounts Payable         Various   Various     398,601     3,072    43,851
 Accrued Expenses         Various   Various   2,257,699   325,000   872,185
 Accrued Stock 
  Incentive Plan          7/8/94    Emerge    1,336,059 
                                    from 
                                    Ch. 11
TOTAL ACCOUNTS 
PAYABLE & OTHER                               3,992,359    328,072   916,036 

TOTAL POST                                   $4,438,839   $370,302 $1,227,516
PETITION LIABILITIES

_____________________________________________________________________________
Case Name:      Cambridge Biotech Corporation 
Case Number:              94-43054
                         Form OPR-5
                      Income Statement
                Period: July 8, 1994 - May 31, 1995
                       
                              7/8-31/94  August      September 

NET REVENUE (INCOME)          $1,990,463 1,297,330  $2,120,689 

COST OF GOODS SOLD 
 Materials
 Labor - Direct
 Manufacturing Overhead
TOTAL COST OF GOODS SOLD         677,628   872,453  1,424,705  

GROSS PROFIT                   1,312,835   424,877    695,984   

OPERATING EXPENSES 
 Selling and Marketing            86,253   117,890    129,345  
 General and Administrative      330,964   404,625    548,839  
 Research and Development        223,590   359,735    288,595  
 Other: Regulatory                18,336    22,767     18,815  
 Other: Misc. (Income)/Expense   (13,655)   (8,694)   (45,076) 
TOTAL OPERATING EXPENSES         645,488   896,323    940,518  

INCOME BEFORE INTEREST, 
 DEPRECIATION, TAXES OR 
 EXTRAORDINARY EXPENSES          667,347  (471,446)  (244,534) 

CHAPTER 11 EXPENSES              (97,310) (113,110)  (112,501)  

INTEREST EXPENSE                 (27,145)  (38,638)   (31,839)  

DEPRECIATION                    (244,445) (267,922)  (275,730)  
INCOME TAX EXPENSE                     0         0          0   

EXTRAORDINARY 
 INCOME(EXPENSE)                       0         0   (250,000)  

NET INCOME (LOSS)               $298,447 ($891,116) ($914,604)

See Accompanying Notes to Financial Statements.
_______________________________________________________________________________
Case Name:      Cambridge Biotech Corporation 
Case Number:              94-43054
                         Form OPR-5
                      Income Statement
                Period: July 8, 1994 - May 31, 1995

                              October   November   December  

NET REVENUE (INCOME)         $1,089,394 $1,073,137 $1,938,051 

COST OF GOODS SOLD 
 Materials
 Labor - Direct
 Manufacturing Overhead
TOTAL COST OF GOODS SOLD        781,526    637,644  1,478,841 

GROSS PROFIT                    307,868    435,493    459,210 

OPERATING EXPENSES 
 Selling and Marketing          130,164    137,154    145,399 
 General and Administrative     503,279    497,797    445,169 
 Research and Development       526,086    376,756    505,667 
 Other: Regulatory               41,259     26,668     28,464 
 Other: Misc. (Income)/Expense    1,583    (28,619)   (56,255)
TOTAL OPERATING EXPENSES      1,202,371  1,009,756  1,068,444 

INCOME BEFORE INTEREST, 
 DEPRECIATION, TAXES OR 
 EXTRAORDINARY EXPENSES       (894,503)  (574,263)  (609,234)

CHAPTER 11 EXPENSES           (130,808)  (105,473)   (35,380)

INTEREST EXPENSE               (25,880)   (34,149)   (32,395)

DEPRECIATION                  (262,043)  (261,816)  (245,061)
INCOME TAX EXPENSE                   0          0          0 

EXTRAORDINARY 
 INCOME(EXPENSE)                     0  (5,419,892)  (111,027)

NET INCOME (LOSS)           (1,313,234) (6,395,593)(1,033,097)

See Accompanying Notes to Financial Statements.

______________________________________________________________________________
Case Name:      Cambridge Biotech Corporation 
Case Number:              94-43054
                         Form OPR-5
                      Income Statement
                Period: July 8, 1994 - May 31, 1995
                                                                
                            January 1995   February     March   

NET REVENUE (INCOME)          $1,396,377 $1,881,536 $2,179,703  

COST OF GOODS SOLD 
 Materials
 Labor - Direct
 Manufacturing Overhead
TOTAL COST OF GOODS SOLD         823,876    987,069  1,062,214  

GROSS PROFIT                     572,501    894,467  1,117,489  

OPERATING EXPENSES 
 Selling and Marketing           120,148    116,908    168,859  
 General and Administrative      433,681    451,508    633,552  
 Research and Development        404,257    395,094    687,899  
 Other: Regulatory                33,717     31,186     31,888  
 Other: Misc. 
  (Income)/Expense               (52,814)   (44,031)   (42,176) 
TOTAL OPERATING EXPENSES         938,989    950,665  1,480,022  

INCOME BEFORE INTEREST, 
 DEPRECIATION, TAXES OR 
 EXTRAORDINARY EXPENSES         (366,488)   (56,198)  (362,533) 

CHAPTER 11 EXPENSES             (106,000)   (96,420)   (78,629) 

INTEREST EXPENSE                 (32,384)   (31,021)   (33,980) 

DEPRECIATION                    (246,982)  (235,458)  (233,294) 

INCOME TAX EXPENSE                     0      4,116          0  

EXTRAORDINARY 
 INCOME(EXPENSE)                       0          0          0  

NET INCOME (LOSS)               ($751,854) ($414,981) ($708,436)

See Accompanying Notes to Financial Statements.
_____________________________________________________________________________
Case Name:      Cambridge Biotech Corporation 
Case Number:              94-43054
                         Form OPR-5
                      Income Statement
                Period: July 8, 1994 - May 31, 1995
                                                          FILING
                               April         May          TO DATE

NET REVENUE (INCOME)          $1,642,292   $2,188,446   $18,797,418

COST OF GOODS SOLD 
 Materials
 Labor - Direct
 Manufacturing Overhead
TOTAL COST OF GOODS SOLD        794,369    1,154,352     10,694,677

GROSS PROFIT                    847,923    1,034,094      8,102,741

OPERATING EXPENSES 
 Selling and Marketing          139,342      152,110      1,443,572
 General and Administrative     395,543      572,129      5,217,086
 Research and Development       392,539      408,496      4,568,714
 Other: Regulatory               17,577       29,652        300,329
 Other: Misc. 
  (Income)/Expense               (48,350)    (47,253)      (385,340)
TOTAL OPERATING EXPENSES         896,651    1,115,134    11,144,361

INCOME BEFORE INTEREST, 
 DEPRECIATION, TAXES OR 
 EXTRAORDINARY EXPENSES          (48,728)     (81,040)   (3,041,620)

CHAPTER 11 EXPENSES              (99,270)    (113,541)   (1,088,442)

INTEREST EXPENSE                 (32,995)     (39,526)     (359,952)

DEPRECIATION                    (229,897)    (227,953)   (2,730,601)

INCOME TAX EXPENSE                     0            0          4,116

EXTRAORDINARY 
 INCOME(EXPENSE)                       0            0     (5,780,919)

NET INCOME (LOSS)               ($410,890)   ($462,060)  ($12,997,418)

See Accompanying Notes to Financial Statements.


_____________________________________________________________________________
Case Name:        Cambridge Biotech Corporation
Case Number:                 94-43054
                            Form OPR-6
                 Statement of Sources and Uses of Cash
                 Period of: July 8, 1994 - May 31, 1995 

                                   July 8-
                                   July 31     August      September
                                              
SOURCES OF CASH
 Income (Loss) From Operations      $298,447  ($891,116)   ($914,604)  
  Add: Depreciation, Amortization
    & Other Non-Cash Items           301,164    322,366      542,532  
CASH GENERATED FROM OPERATIONS       599,611   (568,750)    (372,072) 

  Add: Decrease in Assets:
    Accounts Receivable                9,288    374,426                         
    Other Receivables                            48,564
    Inventory                         43,400    139,763      598,344  
    Prepaid Expenses & Deposits                  33,235                
    Property, Plant & Equipment
    Patents & Purchased Technology                             18,612
    Intercompany Receivables          76,315                   13,056
    Short Term Investments                                  1,233,746
    Proceeds on sale of foreign 
      subsidiary                                                               
    Proceeds on sale of minority interest                            
    Proceeds on note receivable                                      
    Other non-current assets             123 
  
  Increase in Liabilities:
    Pre-Petition Liabilities            1,742                  52,055
    Post-Petition Liabilities         650,372    490,679      356,419   
    Deferred Revenue                                                  
TOTAL SOURCES OF CASH (A)           1,380,851    517,917    1,900,160 

USES OF CASH
 Increase in Assets:                 
   Accounts Receivable                                        565,559
   Other Receivables                    29,508                 61,767
   Intercompany Receivables                       107,393         
   Inventory                                                        
   Prepaid Expenses & Deposits          217,794               193,023
   Patents & Purchased Technology                                        
   Property, Plant & Equipment            2,325     3,197      37,492 
   Other non-current assets                         2,378      17,329   
   Short Term Investments             1,603,000   310,000               
 
 Decrease in Liabilities:
   Pre-Petition Liabilities              41,290                135,711   
   Post-Petition Liabilities                                               
   Accrued Restructuring                  1,886      3,341         304   
   Secured Debt and Capital Leases          266        347   1,007,578  
TOTAL USES OF CASH (B)                1,896,069    426,656   2,018,763    

NET SOURCE (USE) OF CASH (A-B=NET)     (515,218)    91,261    (118,603)  

CASH - BEGINNING BALANCE (See OPR-1)   1,287,187    771,969     863,230   

CASH - ENDING BALANCE (See OPR-1)       $771,969   $863,230    $744,627   

    See Accompanying Notes to Financial Statements
_____________________________________________________________________________
Case Name:        Cambridge Biotech Corporation
Case Number:                 94-43054
                            Form OPR-6
                 Statement of Sources and Uses of Cash
                 Period of: July 8, 1994 - May 31, 1995 

                                 
                                      October    November     December    
                                              
SOURCES OF CASH
 Income (Loss) From Operations     ($1,313,234) ($6,395,593) ($1,033,097) 
  Add: Depreciation, Amortization
    & Other Non-Cash Items             695,379    5,591,211      273,411  
CASH GENERATED FROM OPERATIONS        (617,855)    (804,382)    (759,686) 

  Add: Decrease in Assets:
    Accounts Receivable                 539,309     435,863             
    Other Receivables                                47,594              
    Inventory                                                   537,345  
    Prepaid Expenses & Deposits          74,073                 212,966  
    Property, Plant & Equipment          80,647       3,090             
    Patents & Purchased Technology                   18,612             
    Intercompany Receivables                703                        
    Short Term Investments                                          
    Proceeds on sale of foreign 
      subsidiary                                   1,982,685             
    Proceeds on sale of minority interest                       308,571
    Proceeds on note receivable                                 120,000  
    Other non-current assets                          38,056             
  
  Increase in Liabilities:
    Pre-Petition Liabilities               1,904     230,000             
    Post-Petition Liabilities            168,807     557,512    243,428  
    Deferred Revenue                      88,212   3,528,549    152,057  
TOTAL SOURCES OF CASH (A)                335,800   6,037,579    814,681  

USES OF CASH
 Increase in Assets:                 
   Accounts Receivable                                          660,641
   Other Receivables                      31,479                 27,235         
   Intercompany Receivables                           28,561              
   Inventory                             154,467     168,891              
   Prepaid Expenses & Deposits                       205,424              
   Patents & Purchased Technology          1,756                 93,988   
   Property, Plant & Equipment                                    6,513   
   Other non-current assets                7,638                 32,959   
   Short Term Investments                743,182  3,773,500   1,878,285   
 
 Decrease in Liabilities:
   Pre-Petition Liabilities                           3,492      52,149   
   Post-Petition Liabilities                                                 
   Accrued Restructuring                  20,445          0           0   
   Secured Debt and Capital Leases           352        355         358   
TOTAL USES OF CASH (B)                   959,319  4,180,223   2,752,128   

NET SOURCE (USE) OF CASH (A-B=NET)      (623,519) 1,857,356  (1,937,447)  

CASH - BEGINNING BALANCE (See OPR-1)     744,627    121,108   1,978,464   

CASH - ENDING BALANCE (See OPR-1)       $121,108 $1,978,464     $41,017    

    See Accompanying Notes to Financial Statements
____________________________________________________________________________
Case Name:        Cambridge Biotech Corporation
Case Number:                 94-43054
                            Form OPR-6
                 Statement of Sources and Uses of Cash
                 Period of: July 8, 1994 - May 31, 1995 

                        January   February     March    
SOURCES OF CASH
 Income (Loss) From 
  Operations            ($751,854) ($414,981) ($708,436)
 Add: Depreciation, 
  Amortization & Other 
  Non-Cash Items          109,573     25,731     99,891 
CASH GENERATED FROM 
 OPERATIONS              (642,281)  (389,250)  (608,545)

 Add: Decrease in Assets:
  Accounts Receivable     310,429                       
  Other Receivables        14,602     17,407            
  Inventory                          157,065            
  Prepaid Expenses & 
   Deposits                                             
  Property, Plant & 
   Equipment                                            
  Patents & Purchased 
   Technology                                           
  Intercompany Receivables                              
  Short Term Investments   225,000     12,091  1,680,000
  Proceeds on sale of 
    foreign subsidiary                                  
  Proceeds on sale of                                             
   minority interest                                    
  Proceeds on note receivable                           
  Other non-current assets                              

 Increase in Liabilities:
  Pre-Petition Liabilities                1,923         
  Post-Petition 
   Liabilities              290,907     194,519     67,032
  Deferred Revenue                                        
TOTAL SOURCES OF CASH (A)   198,657      (6,245) 1,138,487

USES OF CASH
 Increase in Assets:
  Accounts Receivable                   122,838    415,457
  Other Receivables                                    988
  Intercompany Receivables                                
  Inventory                  101,062                56,506
  Prepaid Expenses & 
   Deposits                   20,763     74,783    267,061
  Patents & Purchased 
   Technology                             6,500     17,442
  Property, Plant & 
   Equipment                   6,035     11,790    100,880
  Other non-current assets                                
  Short Term Investments                                  

 Decrease in Liabilities:
  Pre-Petition Liabilities     40,984                7,256
  Post-Petition Liabilities                               
  Accrued Restructuring             0      3,607     2,659
  Secured Debt and 
   Capital Lease                  361        363       367
TOTAL USES OF CASH (B)        169,205    219,881   868,616

NET SOURCE (USE) OF CASH 
 (A-B=NET)                     29,452   (226,126)  269,871

CASH-BEGINNING BALANCE 
 (See OPR-1)                   41,017     70,469  (155,657)

CASH-ENDING BALANCE 
 (See OPR-1)                  $70,469  ($155,657)  $114,214
_____________________________________________________________________________
Case Name:        Cambridge Biotech Corporation
Case Number:                 94-43054
                            Form OPR-6
                 Statement of Sources and Uses of Cash
                 Period of: July 8, 1994 - May 31, 1995 

                           April          May          7/8/94 - 5/31/95
SOURCES OF CASH
 Income (Loss) From                 
  Operations              ($410,890)    ($462,060)        ($12,997,418)
 Add: Depreciation, 
  Amortization & Other 
  Non-Cash Items            171,744        166,848           8,299,850
CASH GENERATED FROM 
 OPERATIONS                (239,146)      (295,212)         (4,697,568)

 Add: Decrease in Assets:
  Accounts Receivable       116,700                          1,786,015
  Other Receivables                          1,797             129,964
  Inventory                                132,723           1,608,640
  Prepaid Expenses & 
   Deposits                                                    320,274
  Property, Plant & 
   Equipment                     630                            84,367
  Patents & Purchased                     
   Technology                                                   37,224
  Intercompany Receivables                                      90,074
  Short Term Investments      317,117       110,759          3,578,713
  Proceeds on sale of 
    foreign subsidiary                                       1,982,685
  Proceeds on sale of                                             
   minority interest                                           308,571 
  Proceeds on note receivable                                  120,000
  Other non-current assets                                      38,179

 Increase in Liabilities:
  Pre-Petition Liabilities                                     287,624
  Post-Petition Liabilities                 112,840          3,132,515
  Deferred Revenue                                           3,768,818
TOTAL SOURCES OF CASH (A)     195,901        62,907         12,576,095

USES OF CASH
 Increase in Assets:
  Accounts Receivable                        8,714           1,773,209
  Other Receivables             3,090                          154,067
  Intercompany Receivables                                     135,954
  Inventory                    87,322                          568,248
  Prepaid Expenses &        
  Deposits                     30,676       32,257           1,041,781
  Patents & Purchased 
   Technology                  14,994       18,615             153,295
  Property, Plant & 
   Equipment                                18,737             186,969
  Other non-current assets                                      60,304
  Short Term Investments                                     8,307,967

 Decrease in Liabilities:
  Pre-Petition Liabilities      16,165                         297,047
  Post-Petition Liabilities     82,235                          82,235
  Accrued Restructuring            975                          33,217
  Secured Debt and 
   Capital Lease                   369         373           1,011,089
TOTAL USES OF CASH (B)         235,826      78,696          13,805,382

NET SOURCE (USE) OF CASH 
 (A-B=NET)                     (40,525)    (15,789)         (1,229,287)

CASH-BEGINNING BALANCE 
 (See OPR-1)                   114,214      73,689           1,287,187

CASH-ENDING BALANCE 
 (See OPR-1)                   $73,689     $57,900             $57,900


_____________________________________________________________________________

                  NOTES TO FINANCIAL STATEMENTS


1.   The accompanying financial statements of Cambridge Biotech
     Corporation (the Company) are for U.S. Operations only.

2.   The Balance Sheet as of July 7, 1994, the date of the
     Company's Chapter 11 filing, was restated in December 1994 to
     reflect the Company's assets, liabilities, and shareholders'
     equity after additional adjustments for subsequent
     information received.  The assets increased by $233,432,
     liabilities increased by $197,371, and shareholders' equity
     increased by $36,061.  The accumulated losses increased by
     $383.

3.   The financial statements presented are unaudited and reflect
     management's best judgment.  Certain items which could have
     an impact on the Company's financial statements are:

     a.   The Company has not completed its detailed year end
          review of potential excess and obsolete inventory, nor
          have the Company's outside auditors reviewed the
          valuation of the inventory.  Inventory valuation and the
          amount of reserves reflect management's best judgment,
          but the completion of the review by the Company and its
          auditors may result in adjustments to such amounts.

     b.   The Company has an investment in GRF Co. of $2,084,547
          which represents a 19% interest in GRF Co. and is
          accounted for by the cost method.  Since the Company's
          Chapter 11 filing, GRF Co. has ceased providing
          information to the Company.  Recently GRF Co. has agreed
          to respond to the Company's requests and has sent some
          information.  Additional information has been requested.
           If the information requested indicates a loss in the
          value of the investment, the Company would revise the
          carrying value of the investment.

     c.   The Company's investment in its Irish subsidiary,
          Cambridge Biotech Limited (CBL), was adjusted prior to
          the Company's Chapter 11 filing to its net tangible
          asset value.  On November 30, 1994, the Company sold CBL
          to SelfCare, Inc.  The Company originally reported in
          its November financial statements a loss on the
          disposition of CBL of $5,134,290.  Subsequent to the
          issuance of the November report, the loss amount was
          increased in December to $5,475,317 as a result of the
          inclusion of royalty obligations by the Company for
          products sold by CBL utilizing certain licensed
          technology.  Calculation of the loss on this transaction
          was based upon unaudited financial statements which
          included estimates of the operating results of CBL.  If
          these estimated amounts change as a result of the CBL 
          audit, the reported loss on the transaction could also change.

     d.   In November 1994, the Company received $3.5 million as a
          payment of a license fee originally due in January 1995
          which was recorded as deferred revenue.  Although the
          Company's past practice with respect to this license
          agreement was to recognize the entire annual payment as
          revenue when due, management feels it appropriate to
          recognize the revenue ratably over 1995 at $291,667 per
          month.

4.   The Company entered into an agreement with BASF Bioresearch
     Corporation (BBE) for BBE to manufacture three batches of
     QS-21 product.  The agreement calls for an initial payment of
     $175,000 plus milestone payments totaling an additional
     $525,000.  Included in the March results is the initial
     payment of $175,000.  The balance of $525,000 is being held
     in escrow and is included in Prepaid Expenses and Deposits in
     the accompanying balance sheet (Form OPR-1).

5.   In September 1992, the Company purchased a 15% interest in
     ImmuCell Corporation for $600,000, and had advanced $120,000
     to ImmuCell between June 1993 and April 1994.  As a result of
     negotiations with ImmuCell in September 1994, the carrying
     value of the Company's investment was reduced by $250,000 to
     reflect an estimate of the net realizable value.  In November
     1994, the carrying value of the investment was further
     reduced to $308,571, which the Company received in December
     1994 from ImmuCell to purchase all of the shares from the
     Company.  The $120,000 advance was paid in full in December
     1994.

6.   On October 27, 1994, the Company's plan to institute a
     retention bonus plan for some of its employees was approved
     by the United States Bankruptcy Court for the District of
     Massachusetts.  The plan called for bonuses to be paid in
     stock of the reorganized Company upon emergence from Chapter
     11 reorganization.  As of March 31, 1995, the Company has
     recorded a compensation expense of $957,248, which is a
     non-cash expense.

7.   On July 7, 1994, the date of the Company's Chapter 11 filing,
     it had a $1,007,228 note payable to Fleet Credit Corporation
     secured by $1,025,553 of certificates of deposit pledged to
     Fleet.  The certificates of deposit matured and were used to
     liquidate the debt in accordance with relief from stay
     granted by the Court.  Included in the Company's short-term
     investment balances for July 7, July 31, and August 31 were
     $1,025,553 of CD's pledged to Fleet Credit Corporation.

8.   On March 9, 1995, an Adversary Proceeding No. 95-4074 was 
     commenced in the United States Bankruptcy Court, District of 
     Massachusetts, Western Division, by Institut Pasteur and 
     Genetic Systems Corporation alleging patent infringement and
     asking for damages and injunctive relief. The Company has filed
     an answer and counterclaim denying the plaintiffs' allegations 
     and alleging a breach by Institut Pasteur of its license agreement 
     with the Company.


               EXCESS COMMERCIAL GENERAL LIABILITY DECLARATIONS
     THIS IS A CLAIMS MADE POLICY, PLEASE READ THE ENTIRE FORM CAREFULLY.


POLICY NUMBER  GLA 1210127 RMA           Renewal of Number  GLA 1753797 RMA  

  American Home Assurance Company               
X National Union Fire Insurance
  Company of Pittsburgh, PA                     
  The Insurance Company of the State of Pennsylvania                
  The Birmingham Fire Insurance of Pennsylvania  
  Commerce and Industry Insurance Company

Name Insured & Address                      Producer's Name & Address
Cambridge Biotech Corporation               Hamilton Resources Corporation
Cambridge Biotech International Corporation    4000 Legato Road, Suite 800
365 Plantation Street                          Fairfax, VA 22033
Worcester, MA  01605

Policy Period:          From 05/01/95 to 05/01/96 at 12:01 A.M. Standard 
                        Time at your mailing address shown above.
                        
IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS 
OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED 
IN THIS POLICY. 

LIMITS OF INSURANCE

PRODUCTS-COMPLETED OPERATIONS AGGREGATE LIMIT               $ 1,000,000        
 

RETROACTIVE DATE

Coverage under this Policy does not apply to "Bodily injury" or 
"property damage" which occurs before the Retroactive Date, if any, 
shown below

Retroactive Date:  05/22/87                                                  
(Enter Date or "None" if no Retroactive Date applies)

Form of Business:     Individual        Partnership   X   Corporation
                      Joint Venture     Organization (Other than
                                        Partnership or Joint Venture)

Business Description:     Medical Device Manufacturer                        
Location of all Premises You Own, Rent or Occupy:

                                                                        

                                                       Advance Premium
Classification      Code No.   Premium Basis   Rate    PR/CO    All Other
Medical Device                See Endorsement #4       $25,830     $ N/A
Premium shown is payable: $ 25,830 at inception
                                           TOTAL       $25,830

ITEM 1.     SCHEDULED RETAINED AMOUNTS   AMOUNT     $10,000 per occurrence

  TYPE OF INSURANCE Products-Completed Operations   $50,000 aggregate

ITEM 2.     ENDORSEMENTS ATTACHED TO THIS POLICY:  See schedule attached

COUNTERSIGNED  May 8, 1995          By /s/            
                  
                  (Date)            (Authorized Representative)

                                           Date Issued:  5/ 2/95p




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