GENETICS INSTITUTE INC
10-Q/A, 1996-09-09
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   -----------

                                  FORM 10-Q/A

                   Quarterly Report Under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

For Quarter Ended June 30, 1996                   Commission File Number 0-14587
                  -------------                                          -------

                            GENETICS INSTITUTE, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                    04-2718435
- -------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

87 CambridgePark Drive, Cambridge, MA                        02140
- --------------------------------------------------------------------------------
(Address of principal executive offices)                    (zip code)

Registrant's telephone number, including area code  (617) 876-1170
                                                  ------------------------------

                                      None
- --------------------------------------------------------------------------------
   (Former name, former address and former fiscal year if changed since last
                                     report)

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
                                                  -----    -----

29,560,000 shares of Common Stock, par value $.01 (including 12,723,110 shares
represented by Depositary Shares) were outstanding on August 2, 1996.


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        This amendment on Form 10-Q/A amends Form 10-Q for the quarter ended
June 30, 1996 with respect to the number of Depository Shares outstanding on
August 2, 1996 listed on the cover page.





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                                   SIGNATURES
                                   ----------

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

                                                    GENETICS INSTITUTE, INC.
                                                    ------------------------
                                                          (Registrant)

Date:   September 9, 1996                  By:  /s/ Garen G. Bohlin
       -------------------                  ------------------------------------
                                            Garen G. Bohlin,
                                            Executive Vice President and Chief 
                                            Financial Officer (Principal 
                                            Financial Officer and
                                            Principal Accounting Officer)



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