SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

 X       Quarterly report pursuant to Section 13 or 15(d) of the Securities
- ---      Exchange Act of 1934:
         For the quarterly period ended October 31, 1996

                                       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:  0-27756

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

            DELAWARE                                    13-3648318
            --------                                    -----------
          (State or other                             (I.R.S. Employer
          jurisdiction of                             Identification No.)
          incorporation or
          organization)

            25 SCIENCE PARK, SUITE 360, NEW HAVEN, CONNECTICUT 06511
            --------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                  203-776-1790
               --------------------------------------------------
              (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  
    ---            ---

               CLASS                           OUTSTANDING AT DECEMBER 9, 1996
       -------------------------------        --------------------------------
       Common Stock, $0.0001 par value                   7,339,084



<PAGE>


                          ALEXION PHARMACEUTICALS, INC.
                          (A Development Stage Company)

                                      INDEX

                                                                           Page
                                                                           ----

PART I. FINANCIAL INFORMATION


   ITEM 1.  FINANCIAL STATEMENTS

       Balance Sheets as of October 31, 1996
        and July 31, 1996 .............................................       3

       Statements of Operations for the three months ended October
        31, 1996 and 1995 and for the period from inception
        January 28, 1992 to October 31, 1996 ..........................       4

       Statements of Cash Flows for the three months ended October
        31, 1996 and 1995 and for the period from inception
        January 28, 1992 to October 31, 1996 ..........................       5

       Notes to Financial Statements ..................................       6


   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS .............       9




PART II. OTHER INFORMATION ............................................      12

SIGNATURES ............................................................      13

                                  Page 2 of 13




<PAGE>



<TABLE>
                              ALEXION PHARMACEUTICALS, INC.
                              (A Development Stage Company)

                                      BALANCE SHEETS
<CAPTION>
                                                             October 31,       July 31, 
                                                                1996             1996
                                                            ------------     ------------
                                                             (Unaudited)
<S>                                                         <C>              <C>         
                          ASSETS
Current Assets:
  Cash and cash equivalents ............................    $  7,287,951     $  9,491,217
  Marketable securities ................................       9,207,193        9,106,534
  Prepaid expenses .....................................         396,768          466,731
                                                            ------------     ------------
        Total current assets ...........................      16,891,912       19,064,482
                                                            ------------     ------------
Equipment, net of accumulated
  depreciation and amortization ........................         632,350          592,271
                                                            ------------     ------------
Other Assets:
  License technology rights, net .......................         308,365          330,365
  Patent application costs, net ........................         193,256          194,004
  Organization costs, net ..............................           2,104            5,280
  Security deposits and other assets ...................         265,241          267,578
                                                            ------------     ------------
       Total other assets ..............................         768,966          797,227
                                                            ------------     ------------
                    TOTAL ASSETS .......................    $ 18,293,228     $ 20,453,980
                                                            ============     ============

       LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Current portion of notes payable .....................    $    298,703     $    322,508
  Current obligations under capital leases .............          19,054           28,593
  Accounts payable .....................................         321,644          280,913
  Accrued expenses .....................................         353,627          400,577
  Deferred revenue .....................................         471,300        1,000,000
                                                            ------------     ------------
        Total current liabilities ......................       1,464,328        2,032,591
                                                            ------------     ------------
Notes PaVable, less current portion included above .....          58,043          128,264

                                                            ------------     ------------
Obligations under Capital Leases, less
 current portion included above ........................           3,987            8,200
                                                            ------------     ------------
Stockholders' Equity:
  Series A convertible preferred stock $.0001 par value:               0                0
    5,000,000 shares authorized; no shares issued and
    outstanding at October 31, 1996 and July 31, 1996

  Common stock $.0001 par value; 25,000,000 shares .....             735              733
    authorized; 7,339,084 and 7,334,909 shares issued
    at October 31, 1996 and July 31, 1996
  Additional paid-in capital ...........................      42,918,528       42,858,975
  Deficit accumulated during development stage .........     (26,152,291)     (24,574,681)
  Deferred offering costs ..............................               0                0
  Treasury stock, at cost; 11,875 shares ...............            (102)            (102)
                                                            ------------     ------------
        Total stockholders' equity .....................      16,766,870       18,284,925
                                                            ------------     ------------
         TOTAL LIABILITIES AND NET EQUITY ..............    $ 18,293,228     $ 20,453,980
                                                            ============     ============
</TABLE>


                     See accompanying notes to financial statements.


                                       Page 3 of 13




<PAGE>



<TABLE>
                                ALEXION PHARMACEUTICALS, INC.
                                (A Development Stage Company)

                                  STATEMENTS OF OPERATIONS
                                         (Unaudited)
<CAPTION>

                                                                              January 28, 1992
                                                   Three months ended            (inception)
                                                       October 31,                 through
                                              -----------------------------      October 31,
                                                  1996             1995             1996
                                              ------------     ------------     ------------
<S>                                           <C>              <C>              <C>         

CONTRACT RESEARCH REVENUES ...............    $    810,755     $    453,428     $  3,587,085
                                              ------------     ------------     ------------
OPERATING EXPENSES:
  Research and Development ...............       1,973,938     $  1,408,809       23,128,766
  General and Administrative .............         649,055          354,069        7,339,921
                                              ------------     ------------     ------------
     Total Operating Expenses ............       2,622,993        1,762,878       30,468,687
                                              ------------     ------------     ------------
OPERATING LOSS ...........................      (1,812,238)      (1,309,450)     (26,881,602)
                                              ------------     ------------     ------------
OTHER INCOME (EXPENSE), Net ..............         234,628           23,191          729,311
                                              ------------     ------------     ------------
NET LOSS .................................    ($ 1,577,610)    ($ 1,286,259)    ($26,152,291)
                                              ============     ============     ============ 

NET LOSS PER COMMON SHARE (Note 3)........    ($      0.22)    ($      0.29)
                                              ============     ============ 
SHARES USED IN COMPUTING NET
  LOSS PER COMMON SHARE ..................       7,328,407        4,513,171
                                              ============     ============ 
</TABLE>


                       See accompanying notes to financial statements.


                                        Page 4 of 13




<PAGE>



<TABLE>

                                           ALEXION PHARMACEUTICALS, INC.
                                           (A Development Stage Company)

                                             STATEMENTS OF CASH FLOWS
                                                    (Unaudited)
<CAPTION>
                                                                                                    January 28,1992
                                                                         Three months ended           (inception)
                                                                             October 31,                through
                                                                   -----------------------------      October 31,
                                                                       1996             1995             1996
                                                                   ------------     ------------     ------------
<S>                                                                <C>              <C>              <C>          
CASH FLOWS FRQM OPERATING ACTIVITIES:
  Net Loss ....................................................    ($ 1,577,610)    ($ 1,286,259)    ($26,152,291)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization ...........................         200,653          218,810        2,598,229
      Compensation expense related to grant of stock options...               0                0          122,500
      Net realized loss (gain) on marketable securities .......               0                0           45,390
      Change in assets and liabilities:
        Prepaid expenses ......................................          69,963          (13,106)        (396,768)
        Accounts payable ......................................          40,731          (66,378)         321,644
        Accrued expenses ......................................         (46,950)        (120,010)         353,627
        Deferred revenue ......................................        (528,700)        (423,000)         471,300
                                                                   ------------     ------------     ------------
          Net cash used in operating activities ...............      (1,841,913)      (1,689,943)     (22,636,369)

CASH FLOWS FROM INVESTING ACTIVITIES:
  (Purchases of) Proceeds from marketable securities, net .....         (79,223)               0       (9,196,988)
  Proceeds from marketable securities .........................               0                0                0
  Purchases of equipment ......................................        (203,177)         (95,758)      (2,375,920)
  Licensed technology costs ...................................               0                0         (615,989)
  Patent application costs ....................................         (11,631)         (15,997)        (347,435)
  Organization costs ..........................................               0                0          (63,530)
                                                                   ------------     ------------     ------------
          Net cash (used in) provided by investing activities..        (294,031)        (111,755)     (12,599,862)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from issuance of preferred and common stock ....          38,119                0       41,587,802
  Deferred offering costs .....................................               0          (42,389)               0
  Advances from stockholder ...................................               0                0        1,200,000
  Repayments of capital lease obligations .....................         (13,752)         (24,074)        (355,023)
  Borrowings under notes payable ..............................               0                0        1,179,135
  Repayments of notes payable .................................         (94,026)         (79,245)        (822,389)
  Security deposits and other assets ..........................           2,337          (12,136)        (265,241)
  Repurchase of common stock ..................................               0                0             (102)
                                                                   ------------     ------------     ------------
          Net cash provided by (used in) financing activities..         (67,322)        (157,844)      42,524,182
                                                                   ------------     ------------     ------------
NET INCREASE (DECREASE) IN CASH ...............................      (2,203,266)      (1,959,542)       7,287,951
CASH at beginning of period ...................................       9,491,217        5,079,212                0
                                                                   ------------     ------------     ------------
CASH AT END OF PERIOD .........................................    $  7,287,951     $  3,119,670     $  7,287,951
                                                                   ============     ============     ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid (refunded) for income taxes .......................   ($      7,950)    $          0     $     22,734
                                                                   ============     ============     ============
  Cash paid for interest expense ..............................    $     21,161     $     30,691     $    427,126
                                                                   ============     ============     ============
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES
  Conversion of advances from stockholder into common stock ...    $          0     $          0     $  1,200,000
                                                                   ============     ============     ============
  Equipment acquired pursuant to capital lease obligations ....    $          0     $          0     $    378,064
                                                                   ============     ============     ============
  Deterred offering costs accrued .............................    $          0     $          0     $          0
                                                                   ============     ============     ============
</TABLE>


                                See accompanying notes to financial statements.


                                                  Page 5 of 13



<PAGE>


                          ALEXION PHARMACEUTICALS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

1. OPERATIONS AND BASIS OF PRESENTATION --

Alexion Pharmaceuticals, Inc. ("Alexion" or the "Company") was organized in
January 1992 and is engaged in the research and development of proprietary
immunoregulatory compounds for the treatment of cardiovascular disorders
(perioperative bleeding and inflammation associated with cardiopulmonary bypass,
myocardial infarction, and stroke) and autoimmune diseases (lupus nephritis,
rheumatoid arthritis, multiple sclerosis). As an outgrowth of its core
technologies, the Company is developing, in collaboration with a third party
(see Note 5), non-human organ ("xenograft" organs) products designed for
transplantation into humans without clinical rejection.

The Company is in the development stage and is devoting substantially all of its
efforts toward product research and development. The Company has incurred losses
since inception and has cumulative net losses of approximately $26.2 million
through October 31, 1996. The Company has made no product sales to date and has
recognized cumulative revenue from research grants and funding of $3.6 million
through October 31, 1996. During 1996, the Company completed an initial public
offering ("IPO") of 2,530,000 shares of common stock resulting in net proceeds
of approximately $18.4 million (see Note 6). In addition, the Company has
received various grants to fund certain research activities (see Note 5).

The Company will need additional financing to obtain regulatory approvals, fund
early operating losses, and, if deemed appropriate, establish a manufacturing,
sales, and marketing capability. In addition to normal risks associated with
development stage companies, there can be no assurance that the Company's
research and development will be successfully completed, that adequate patent
protection for the Company's technology will be obtained, that any products
developed will obtain necessary government regulatory approval or that any
approved products will be commercially viable. In addition, the Company operates
in an environment of rapid change in technology, substantial competition from
pharmaceutical and biotechnology companies and is dependent upon the services of
its employees and its consultants.

The Company expects to incur substantial expenditures in the foreseeable future
for the research and development and commercialization of its products. The
Company will require funds in addition to those previously described, which it
will seek to raise through public or private equity or debt financings,
collaborative or other arrangements with corporate sources, or through other
sources of financing. The Company has no banking or other capital sources and no
arrangements or commitments with regards to obtaining any further funds.

The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC") and include, in the opinion of management, all
adjustments, consisting of normal, recurring adjustments, necessary for a fair
presentation of interim period results. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. The results for the interim periods
presented are not necessarily indicative of results to be expected for any
future period. It is suggested that these condensed financial statements be read
in conjunction with the audited financial statements and notes thereto included
in the Company's Form 10-K Annual Report for the fiscal year ended July 31,
1996.


                                  Page 6 of 13


<PAGE>

                          ALEXION PHARMACEUTICALS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


2. CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES --

Cash and cash equivalents are stated at cost, which approximates market, and
include short-term highly liquid investments with original maturities of less
than three months.

The Company invests in marketable securities of highly rated financial
institutions and investment-grade debt instruments and limits the amount of
credit exposure with any one entity. The Company follows Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt
and Equity Securities." Pursuant to this Statement, the Company has classified
its marketable securities as "available for sale" and, accordingly, carries such
securities at aggregate fair value. Unrealized gains or losses are included in
stockholders' equity as a component of additional paid-in capital.

3. NET LOSS PER SHARE --

Net loss per common share is computed using the weighted average number of
common shares outstanding during the period. Common equivalent shares from stock
options and warrants are excluded from the computation as their effect is
antidilutive, except pursuant to the requirements of the SEC. Pursuant to these
requirements, common stock issued by the Company during the 12 months
immediately preceding the initial public offering, plus shares of common stock
which became issuable during the same period pursuant to the grant of common
stock options and warrants, have been included in the calculation of weighted
average number of common shares outstanding for the period from August 1, 1995
to October 31, 1995 using the treasury stock method. The inclusion of additional
shares assuming the conversion of Series A convertible preferred stock into
common stock would have been antidilutive for all periods presented and,
accordingly, has been excluded from the computation of net loss per common
share.

4. REVENUE RECOGNITION --

Contract research revenues are recognized as the related work is performed under
the terms of the contracts and expenses for development activities are incurred.
Any revenue contingent upon future funding by the Company is deferred and
recognized as the future funding is expended. Any revenues resulting from the
achievement of milestones would be recognized when the milestone is achieved.


                                  Page 7 of 13



<PAGE>

                          ALEXION PHARMACEUTICALS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

5. CONTRACT RESEARCH REVENUES --

Contract research revenues recorded by the Company consist of research and
development support under a collaboration with United States Surgical
Corporation ("US Surgical"), and Small Business Innovation Research ("SBIR")
grants awarded in July and September 1995 from the National Institutes of Health
("NIH"), and funding from the Commerce Department's National Institute of
Standards and Technology ("NIST").

In September 1995, the Company was awarded a Phase II SBIR grant for
approximately $750,000 over two years from the NIH to support research and
clinical development of the Company's product to treat complications of
cardiovascular surgery.

In August 1995, the Company was awarded funding from NIST under its Advanced
Technology Program ("ATP"). Through the ATP, the Company may receive up to
approximately $2 million over three years to support the Company's UniGraft
program in universal donor organs for transplantation.

In July 1995, the Company entered into a research and development agreement with
US Surgical. US Surgical agreed to fund preclinical development of the Company's
xenotransplant products in return for exclusive worldwide manufacturing,
marketing and distribution rights of such products by paying the Company up to
$7.5 million allocated as follows: (1) up to $4.0 million of the cost of
preclinical development in four semi-annual installments of up to $1.0 million
(the first installment of which was paid on July 31, 1995), and (2) $3.5 million
upon achieving certain milestones. In furtherance of this joint collaboration,
US Surgical also purchased $4.0 million of the Company's common stock.

In July 1995, the Company was awarded a $100,000 Phase I SBIR grant from the
NIH. The award was made in support of the research and development of the
Company's gene transfer technology. The Company recognized $100,000 of revenue
related to this agreement for the fiscal year ended July 31, 1996.

6. INITIAL PUBLIC OFFERING --

During fiscal year 1996, the Company completed an initial public offering of
2,530,000 shares of common stock at a price of $8.25 per share of common stock,
par value of $0.0001, resulting in net proceeds of approximately $18.4 million.
In connection with the Company's IPO, the preferred stockholders converted all
of their shares into 794,554 shares of common stock.

In connection with the Company's public offering, the Company sold to its
underwriter for nominal consideration, warrants to purchase from the Company
220,000 shares of common stock. These warrants are initially exercisable at a
price of $9.90 per share for a period of forty-two (42) months commencing on
August 27, 1997.

                                  Page 8 of 13




<PAGE>


                          ALEXION PHARMACEUTICALS, INC.
                          (A Development Stage Company)

I
TEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

This report contains forward looking statements which involve risks and
uncertainties. Such statements are subject to certain factors which may cause
the Company's plans to differ. Factors that may cause such differences include,
but are not limited to, the progress of the Company's research and development
programs, the Company's ability to compete successfully, the Company's ability
to attract and retain qualified personnel, the Company's ability to successfully
enter into collaborations with third parties, the Company's ability to enter
into and progress in clinical trials, the time and costs involved in obtaining
regulatory approvals, the costs involved in obtaining and enforcing patents and
any necessary licenses, the ability of the Company to establish development and
commercialization relationships, the cost of manufacturing, the Company's
ability to obtain additional funds, and those other risks discussed in the
Company's Form 10-K Annual Report for the fiscal year ended July 31, 1996.

OVERVIEW

Since its inception in January 1992, Alexion has devoted substantially all of
its resources to its drug discovery, research and product development programs.
To date, the Company has not received any revenues from the sale of products.
The Company has been unprofitable since inception, and expects to incur
substantial and increasing operating losses for the next several years due to
expenses associated with product research and development, preclinical and
clinical testing, regulatory activities and manufacturing development and
scale-up. For the period from inception to October 31, 1996, the Company
incurred a cumulative net loss of approximately $26.2 million.

The Company's plan is to develop and commercialize on its own those product
candidates for which the clinical trial and marketing requirements can be funded
by the Company. For certain of the Company's C5 Inhibitor and Apogen products
for which greater resources will be required, Alexion's strategy is to form
corporate partnerships with major pharmaceutical companies for product
development and commercialization. While there can be no assurance as to the
terms of future corporate partnerships, if any, for licensed applications, a
corporate partner would likely be expected to bear the substantial cost and much
of the manpower-intensive effort of clinical development, scale-up production,
seeking U.S. Food and Drug Administration ("FDA") approval and marketing.
Alexion has entered into a strategic alliance with United States Surgical
Corporation ("US Surgical") with respect to the Company's UniGraft program, and
intends to seek additional strategic alliances with major pharmaceutical
companies.

The Company recognizes research and development revenues when the development
expenses are incurred and the related work is performed under the terms of the
contracts. Any revenue contingent upon future funding by the Company is deferred
and recognized as the future funding is expended. Any revenues resulting from
the achievement of milestones would be recognized when the milestone is
achieved.

                                  Page 9 of 13


<PAGE>


                          ALEXION PHARMACEUTICALS, INC.
                          (A Development Stage Company)

RESULTS OF OPERATIONS

      Three Months Ended October 31, 1996
      Compared with Three Months Ended October 31, 1995

The Company's contract research revenues increased to $811,000 for the three
months ended October 31, 1996 from $453,000 for the same period ended October
31, 1995. This increase was due primarily to the Company's collaborative
research and development agreement with US Surgical and the Company's research
grants from the National Institutes of Health ("NIH") and the Commerce
Department's National Institute of Standards and Technology ("NIST"). Revenues
for the three months ended October 31, 1996 consisted principally of $529,000 in
revenues recognized from the US Surgical agreement.

Research and development expenses increased to $1,974,000 for the three months
ended October 31, 1996 from $1,408,000 for the three months ended October 31,
1995. The increase resulted principally from incurred costs related to the first
clinical trials of the Company's lead C5 Inhibitor, 5G1.1-SC, manufacturing
validation costs, expanded preclinical development and manufacturing process
development costs for the Company's recombinant product candidates, and
increased external research related to preclinical development of the Company's
xenotransplant products.

General and administrative related expenses increased to $649,000 for the three
months ended October 31, 1996 from $354,000 for the same period ended October
31, 1995. This increase was due principally to increased external professional
services related to investor and shareholder relations and insurance costs as a
public company, business development, recruiting, patent and legal activities,
and increased travel and administrative expenses related to the Company's
increased clinical and regulatory activities and presentations at scientific
conferences.

The Company earned other income, net, of $235,000 for the three months ended
October 31, 1996 as compared to other income, net, of $23,000 for the three
months ended October 31, 1995. This other income, net, resulted principally from
greater interest income from higher cash balances available for investment and
decreased interest expense associated with maturing notes payable and maturing
capital equipment leases used to finance the purchase of certain equipment.

As a result of the above factors, the Company incurred a net loss of $1,578,000
for the three months ended October 31, 1996 as compared to a net loss of
$1,286,000 for the same three month period in 1995.

LIQUIDITY AND CAPITAL RESOURCES

Since its inception, the Company has financed its operations and capital
expenditures primarily through private placements and its initial public
offering of equity securities resulting in aggregate net proceeds of
approximately $41.5 million. The Company has financed the purchase of certain
equipment through $1.2 million of secured notes payable to a financing
institution and $378,000 of capital lease obligations. Through October 1996, the
Company has also received approximately

                                  Page 10 of 13


<PAGE>

                          ALEXION PHARMACEUTICALS, INC.
                          (A Development Stage Company)

$3.0 million in research and development support under its collaboration with US
Surgical and has received $704,000 from its SBIR grants from the NIH and
$406,000 under the ATP from NIST.

The proceeds of the Company's initial public offering, private placements, notes
payable and capital leases, and the cash generated from the corporate
collaboration and SBIR and ATP grants have been used to fund operating
activities of approximately $22.6 million and investments of approximately $2.4
million in equipment and approximately $963,000 in licensed technology rights
and patents through October 31, 1996. During the three months ended October 31,
1996 and October 31, 1995, the Company's capital expenditures totaled $203,000
and $96,000, respectively, primarily for the acquisition of laboratory and
manufacturing scale-up equipment. As of October 31, 1996, the Company had cash,
cash equivalents and marketable securities of approximately $16.5 million.

The Company leases its administrative and research and development facilities
under three operating leases expiring in June 1998, December 1997, and March
1999, respectively, each with an option for up to an additional three years.

The Company anticipates that its existing available capital resources and
interest earned on available cash and marketable securities should be sufficient
to fund its operating expenses and capital requirements as currently planned at
least through calendar year 1997. The Company's future capital requirements will
depend on many factors, the progress of the Company's research and development
programs, progress in clinical trials, the time and costs involved in obtaining
regulatory approvals, the costs involved in obtaining and enforcing patents and
any necessary licenses, the ability of the Company to establish development and
commercialization relationships, and the costs of manufacturing scale-up.

The Company expects to incur substantial additional costs, including costs
associated with research, preclinical and clinical testing, manufacturing
process development, contract manufacturing, and additional capital expenditures
associated with facility expansion and manufacturing requirements in order to
commercialize its products currently under development. The Company will need to
raise substantial additional funds through additional financings including
public or private equity offerings and collaborative research and development
arrangements with corporate partners. There can be no assurance that funds will
be available on terms acceptable to the Company, if at all, or that discussions
with potential collaborative partners will result in any agreements. The
unavailability of additional financing could require the Company to delay, scale
back or eliminate certain of its research and product development programs or to
license third parties to commercialize products or technologies that the Company
would otherwise undertake itself, any of which could have a material adverse
effect on the Company.

                                  Page 11 of 13


<PAGE>

                          ALEXION PHARMACEUTICALS, INC.
                          (A Development Stage Company)


P
ART II.  OTHER INFORMATION


Item 5. Other Information.  None


Item 6. Exhibits and Reports on Form 8-K

          None

                                  Page 12 of 13




<PAGE>


                                   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.

                                  ALEXION PHARMACEUTICALS, INC.

Date:  December 12, 1996          By:  /s/ LEONARD BELL, M.D.
                                       -----------------------------------
                                         Leonard Bell, M.D.
                                         President and Chief Executive Officer,
                                          Secretary and Treasurer
                                          (principal executive officer)

Date:  December 12, 1996          By:  /s/ DAVID W. KEISER
                                       -----------------------------------
                                         David W. Keiser
                                         Executive Vice President and Chief
                                         Operating Officer
                                           (principal financial officer)

Date:  December 12, 1996          By:  /s/ BARRY P. LUKE
                                       ------------------------------------
                                         Barry P. Luke
                                         Senior Director of Finance and
                                         Administration
                                          (principal accounting officer)

                                  Page 13 of 13







<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET, THE STATEMENT OF OPERATIONS, AND THE STATEMENT OF CASH FLOWS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

</LEGEND>

<MULTIPLIER>                  1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS

<FISCAL-YEAR-END>                         JUL-31-1997
<PERIOD-END>                              OCT-31-1996
<CASH>                                          7,288
<SECURITIES>                                    9,207
<RECEIVABLES>                                       0
<ALLOWANCES>                                        0
<INVENTORY>                                         0
<CURRENT-ASSETS>                               16,892
<PP&E>                                          2,754
<DEPRECIATION>                                 (2,122)
<TOTAL-ASSETS>                                 18,293
<CURRENT-LIABILITIES>                           1,464
<BONDS>                                             0
<PREFERRED-MANDATORY>                               0
<PREFERRED>                                         0
<COMMON>                                            1
<OTHER-SE>                                     16,766
<TOTAL-LIABILITY-AND-EQUITY>                   18,293
<SALES>                                             0
<TOTAL-REVENUES>                                  811
<CGS>                                               0
<TOTAL-COSTS>                                   2,623
<OTHER-EXPENSES>                                    0
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                               (235)
<INCOME-PRETAX>                                (1,586)
<INCOME-TAX>                                       (8)
<INCOME-CONTINUING>                            (1,578)
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                   (1,578)
<EPS-PRIMARY>                                   (0.22)
<EPS-DILUTED>                                   (0.22)
        


</TABLE>