INTERNEURON PHARMACEUTICALS INC
10-C, 1995-08-23
PHARMACEUTICAL PREPARATIONS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-C

                 REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM

                    FILED PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                      AND RULE 13A-17 OR 15D-17 THEREUNDER


                        INTERNEURON PHARMACEUTICALS, INC.
- -------------------------------------------------------------------------------
                 (Exact name of issuer as specified in charter)


           One Ledgemont Center, 99 Hayden Avenue, Lexington, MA 02173
- -------------------------------------------------------------------------------
                    (Address of principal executive offices)

Issuer's telephone number, including area code     (617) 861-8444

                   I. CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% more in the number of shares
outstanding:

1. Title of security:     COMMON STOCK, $.001 PAR VALUE
                          -----------------------------

2. Number of shares outstanding before the change:   28,683,767
                                                     ----------

3. Number of shares outstanding after the change:    32,297,674
                                                     ----------
4. Effective date of change:    AUGUST 23, 1995*
                                ---------------
5. Method of change:
    Specify method (such as merger, acquisition, exchange, distribution, stock 
    split, reverse split, acquisition of stock for  treasury, etc.)         
    SALES OF COMMON STOCK*
    ---------------------

    Give brief description of transaction    SERIES OF PRIVATE PLACEMENTS AND 
     EXERCISE OF WARRANTS AND OPTIONS

                          II. CHANGE IN NAME OF ISSUER

1. Name prior to change:

2. Name after change:

3. Effective date of charter amendment changing name:

4. Date of shareholder approval of change, if required:

Date  AUGUST 23, 1995           /S/ THOMAS F. FARB
      -----------------------   -------------------
                                (Officer's signature & title)
                                Thomas F. Farb, Senior Vice President - Finance

*Reflects sales in December 1994, June, July and August 1995 and exercises of
  warrants and options since the date of the last Form 10-C (March 31, 1994).

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                                  INSTRUCTIONS

A.    Form 10-C shall be used for reports under Section 13, or 15(d) of the 
      Securities Exchange Act of 1934 filed pursuant to Rule 13a-17, or 15d -17,
      thereunder.

B.    Four copies of each report on this form shall be filed with the Securities
      and Exchange Commission at 450 5th Street, N.W., Washington, D.C. 20549.
      In addition, a copy shell be furnished to the National Association of
      Securities Dealers, Inc. (NASD), Department F-10-S, 17 Battery Place, New
      York, New York 10004. At least one of the copies filed shall be manually
      signed by an officer of the issuer. Unsigned copies shall be conformed.

C.    Each report shall be filed by an issuer upon being notified that nay class
      of its securities is to be quoted on the NASDAQ interdealer quotations
      systems not later than ten days after the first date on which any
      aggregate increase or decrease in the amount of securities of such class
      outstanding exceeds five percent of the amount of the class outstanding as
      last reported. A report shall also be required from any issuer quoted on
      the system of any corporate name change not later than 10 days after the
      change.

D.    The General Rules and Regulations under the Act contain certain general
      requirements applicable to reports on any form. These general requirements
      should be carefully read and observed in the preparation and filing of
      reports on this form.

E.    The Commission does not furnish blank forms for its filing requirements. 
      However, copies of this form may be duplicated in reporting the requested
      information.

F.    Noting required by this form shall be construed, however, to relieve any
      issuer of any obligations to file any other report required under the Act
      or rules promulgated thereunder with respect to the changes set forth in
      instruction C above.


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