<PAGE>

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

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

         For the quarterly period ended          June 30, 1999
                                        ---------------------------

                                       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     0-19034              

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

              New York                                   13-3444607 
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

    777 Old Saw Mill River Road
         Tarrytown, New York                                    10591-6707 
----------------------------------------                        ----------
(Address of principal executive offices)                        (Zip code)

                                 (914) 347-7000
              ----------------------------------------------------
              (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 
                             ----            -----


Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of July 30, 1999:

          Class of Common Stock                          Number of Shares
          ---------------------                          ----------------
     Class A Stock, $0.001 par value                         3,630,273
     Common Stock, $0.001 par value                         27,681,826



================================================================================


<PAGE>
                         REGENERON PHARMACEUTICALS, INC.
                                Table of Contents
                                  June 30, 1999




<TABLE>
<CAPTION>

                                                                                  Page Numbers
                                                                                  ------------
<S>                                                                                     <C>

PART I   FINANCIAL INFORMATION



Item 1   Financial Statements

         Condensed balance sheets (unaudited) at June 30, 1999
         and December 31, 1998                                                          3

         Condensed statements of operations (unaudited) for the three
         months and six months ended June 30, 1999 and 1998                             4

         Condensed statement of stockholders' equity (unaudited) for the
         six months ended June 30, 1999                                                 5

         Condensed statements of cash flows (unaudited) for the
         six months ended June 30, 1999 and 1998                                        6

         Notes to condensed financial statements                                        7-10


Item 2   Management's Discussion and Analysis of  Financial Condition 
         and Results of Operations                                                      11-22




PART II  OTHER INFORMATION


Item 4   Submission of Matters to a Vote of Security Holders                            23


Item 6   Exhibits and Reports on Form 8-K                                               24



SIGNATURE PAGE                                                                          25


Exhibit 27  Financial data schedule
</TABLE>








                                       2




<PAGE>


PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

REGENERON PHARMACEUTICALS, INC.
CONDENSED BALANCE SHEETS AT JUNE 30, 1999 AND DECEMBER 31, 1998 (Unaudited)
(In thousands, except share data)

<TABLE>
<CAPTION>

                                                                                      June 30,   December 31,
                                          ASSETS                                        1999         1998
                                                                                      --------    ---------
<S>                                                                                    <C>         <C>    
Current assets
    Cash and cash equivalents                                                          $20,560     $19,757
    Marketable securities                                                               49,259      66,022
    Receivable due from The Procter & Gamble Company                                     3,003       3,169
    Receivable due from Merck & Co., Inc.                                                1,674       1,665
    Receivable due from Amgen-Regeneron Partners                                           195         709
    Receivable due from Sumitomo Pharmaceuticals Company, Ltd.                              94         167
    Prepaid expenses and other current assets                                            1,430       1,412
                                                                                      --------    --------
       Total current assets                                                             76,215      92,901

Marketable securities                                                                   26,749      27,751
Investment in Amgen-Regeneron Partners                                                   1,534       3,091
Property, plant, and equipment, at cost, net of accumulated depreciation
    and amortization                                                                    35,179      33,019
Other assets                                                                               162         153
                                                                                      --------    --------
       Total assets                                                                   $139,839    $156,915
                                                                                      ========    ========

                           LIABILITIES and STOCKHOLDERS' EQUITY
Current liabilities
    Accounts payable and accrued expenses                                               $4,854      $5,551
    Deferred revenue, current portion                                                    2,729       2,735
    Capital lease obligations, current portion                                           1,099       1,051
    Note payable, current portion                                                           63          65
                                                                                      --------    --------
       Total current liabilities                                                         8,745       9,402

Deferred revenue                                                                        12,944      12,938
Capital lease obligations                                                                  882       1,457
Note payable                                                                             1,579       1,609
Other liabilities                                                                          293         282

Commitments and contingencies

Stockholders' equity
    Preferred stock, $.01 par value; 30,000,000 shares authorized; issued and
    outstanding - none 
    Class A Stock, convertible, $.001 par value; 40,000,000 shares authorized;
        3,630,273 shares issued and outstanding in 1999
        3,630,786 shares issued and outstanding in 1998                                      4           4
    Common Stock, $.001 par value; 60,000,000 shares authorized;
       27,681,426 shares issued and outstanding in 1999
       27,386,858 shares issued and outstanding in 1998                                     28          27
    Additional paid-in capital                                                         309,799     308,561
    Unearned compensation                                                                 (180)       (360)
    Accumulated deficit                                                               (193,996)   (177,233)
    Accumulated other comprehensive (loss) income                                         (259)        228
                                                                                      --------    --------
       Total stockholders' equity                                                      115,396     131,227
                                                                                      --------    --------
       Total liabilities and stockholders' equity                                     $139,839    $156,915
                                                                                      ========    ========

</TABLE>



    The accompanying notes are an integral part of the financial statements.

================================================================================

                                        3

<PAGE>
REGENERON PHARMACEUTICALS, INC.
CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share data)




<TABLE>
<CAPTION>

                                                  Three months ended June 30,          Six months ended June 30,
                                                  ---------------------------          -------------------------
                                                      1999          1998                   1999       1998
                                                      ----          ----                   ----       ----
<S>                                                  <C>          <C>                     <C>       <C>    
Revenues                                                                             
       Contract research and development             $3,397       $6,202                  $6,741    $10,776
       Research progress payments                                  5,000                              5,000
       Contract manufacturing                         2,454        2,281                   4,569      4,167
       Investment income                              1,319        1,712                   2,778      3,502
                                                    --------     -------                --------    -------
                                                      7,170       15,195                  14,088     23,445
                                                    --------     -------                --------    -------
                                                                                     
                                                                                     
Expenses                                                                             
       Research and development                      10,818        9,054                  22,039     17,204
       Loss in Amgen-Regeneron Partners                 591          186                   1,557        873
       General and administrative                     1,520        1,693                   3,113      3,077
       Depreciation and amortization                    829          780                   1,554      1,649
       Contract manufacturing                         1,164        1,235                   2,418      2,103
       Interest                                          81          107                     170        228
                                                    --------     -------                --------    -------
                                                     15,003       13,055                  30,851     25,134
                                                    --------     -------                --------    -------
                                                                                     
Net (loss) income                                   ($7,833)      $2,140                ($16,763)   ($1,689)
                                                    ========     =======                ========    =======
                                                                                     
Net (loss) income per share, basic and diluted       ($0.25)      $0.07                  ($0.54)    ($0.05)
                                                    ========     =======                ========    =======
</TABLE>










    The accompanying notes are an integral part of the financial statements.


================================================================================

                                        4


<PAGE>


REGENERON PHARMACEUTICALS, INC.
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
For the six months ended June 30, 1999
(In thousands)



<TABLE>
<CAPTION>

                                                                                                                
                                                     Class A Stock                     Common Stock              Additional
                                               --------------------------     ----------------------------        Paid-in        
                                                 Shares        Amount            Shares         Amount            Capital        
                                               -----------   ------------     -------------   ------------    -----------------  

<S>                                                 <C>           <C>            <C>               <C>             <C>           
Balance, December 31, 1998                          3,631         $4             27,387            $27             $308,561      

Amortization of unearned compensation                                                                                            
Issuance of Common Stock in connection
     with exercise of stock options                                                 255              1                  930      
Issuance of Common Stock in connection
     with Company 401(k) Savings Plan
     contribution                                                                    38                                 308      
Conversion of Class A Stock to
     Common Stock                                      (1)                            1
Net loss                                                                                                                         
Change in net unrealized (loss) gain 
     on marketable securities                                                                                                    
                                               ----------------------------------------------------------------------------------

     Balance, June 30, 1999                         3,630         $4             27,681            $28             $309,799      
                                               ==================================================================================

</TABLE>









<TABLE>
<CAPTION>
                                                                                    Accumulated            Total                   
                                                   Unearned     Accumulated    Other Comprehensive    Stockholders'   Comprehensive
                                                 Compensation     Deficit         (Loss) Income           Equity          Loss     
                                                 ------------   -----------    -------------------     -----------    ------------ 
                                                                                                                                   
<S>                                                <C>           <C>                   <C>              <C>            <C>
Balance, December 31, 1998                         ($360)        ($177,233)            $228             $131,227                   
                                                                                                                                   
Amortization of unearned compensation                180                                                     180                   
Issuance of Common Stock in connection                                                                                             
     with exercise of stock options                                                                          931                   
Issuance of Common Stock in connection                                                                                             
     with Company 401(k) Savings Plan                                                                                              
     contribution                                                                                            308                   
Conversion of Class A Stock to                                                                                                     
     Common Stock                                                                                                                  
Net loss                                                           (16,763)                              (16,763)       ($16,763)  
Change in net unrealized (loss) gain                                                                                               
     on marketable securities                                                          (487)                (487)           (487)  
                                               ----------------------------------------------------------------------------------- 
                                                                                                                                   
     Balance, June 30, 1999                        ($180)        ($193,996)           ($259)            $115,396        ($17,250)  
                                               ===================================================================================
                                               
</TABLE>






   The accompanying notes are an integral part of the financial statements.
                                                                              
================================================================================

                                        5


<PAGE>


REGENERON PHARMACEUTICALS, INC.
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
(In thousands)

<TABLE>
<CAPTION>

                                                                                 Six months ended June 30,
                                                                                    1999           1998
                                                                                    ----           ----

<S>                                                                                  <C>          <C>     
Cash flows from operating activities                                                            
    Net loss                                                                       ($16,763)      ($1,689)
                                                                                    -------       -------
    Adjustments to reconcile net loss to net cash                                               
      used in operating activities                                                              
      Loss in Amgen-Regeneron Partners                                                1,557           873
      Depreciation and amortization                                                   1,554         1,649
      Stock issued in consideration for services rendered                               180           180
      Changes in assets and liabilities                                                         
        Decrease (increase) in amounts due from The Procter & Gamble Company            166        (7,379)
        (Increase) decrease in amounts due from Merck & Co., Inc.                        (9)          417
        Decrease (increase) in amounts due from Amgen-Regeneron Partners                514          (118)
        Decrease in amounts due from Sumitomo Pharmaceuticals Co., Ltd.                  73         1,180
        Increase in investment in Amgen-Regeneron Partners                                         (2,423)
        Increase in prepaid expenses and other assets                                   (27)         (461)
        Decrease in deferred revenue                                                               (1,807)
        (Decrease) increase in accounts payable, accrued expenses,                              
           and other liabilities                                                       (364)          881
                                                                                    -------       -------
                  Total adjustments                                                   3,644        (7,008)
                                                                                    -------       -------
           Net cash used in operating activities                                    (13,119)       (8,697)
                                                                                    -------       -------
                                                                                                
Cash flows from investing activities                                                            
    Purchases of marketable securities                                              (42,225)      (43,883)
    Sales of marketable securities                                                   59,503        48,096
    Capital expenditures                                                             (3,728)       (1,090)
                                                                                    -------       -------
           Net cash provided by investing activities                                 13,550         3,123
                                                                                    -------       -------
                                                                                                
Cash flows from financing activities                                                            
    Net proceeds from the issuance of stock                                             931           407
    Principal payments on note payable                                                  (32)          (36)
    Capital lease payments                                                             (527)       (1,180)
                                                                                    -------       -------
           Net cash provided by (used in) financing activities                          372          (809)
                                                                                    -------       -------
                                                                                                
           Net increase (decrease) in cash and cash equivalents                         803        (6,383)
                                                                                    -------       -------
                                                                                                
Cash and cash equivalents at beginning of period                                     19,757        28,921
                                                                                    -------       -------
                                                                                                
           Cash and cash equivalents at end of period                               $20,560       $22,538
                                                                                    =======       =======
                                                                                            

</TABLE>






    The accompanying notes are an integral part of the financial statements.

================================================================================

                                        6



<PAGE>

REGENERON PHARMACEUTICALS, INC.

Notes to Condensed Financial Statements
(In thousands, except per share data)


1.       Interim Financial Statements

         The interim Condensed Financial Statements of Regeneron
         Pharmaceuticals, Inc. (the "Company") have been prepared in accordance
         with the instructions to Form 10-Q and Article 10 of Regulation S-X.
         Accordingly, they do not include all information and disclosures
         necessary for a presentation of the Company's financial position,
         results of operations, and cash flows in conformity with generally
         accepted accounting principles. In the opinion of management, these
         financial statements reflect all adjustments, consisting only of normal
         recurring accruals, necessary for a fair presentation of the Company's
         financial position, results of operation, and cash flows for such
         periods. The results of operations for any interim periods are not
         necessarily indicative of the results for the full year. These
         financial statements should be read in conjunction with the financial
         statements and notes thereto contained in the Company's Annual Report
         on Form 10-K for the year ended December 31, 1998.


2.       Statements of Cash Flows

         Supplemental disclosure of noncash investing and financing activities:

         Included in accounts payable and accrued expenses at June 30, 1999 and
         December 31, 1998 were approximately $455 and $469, respectively, of
         accrued capital expenditures. Included in accounts payable and accrued
         expenses at June 30, 1998 and December 31, 1997 were approximately $190
         and $635, respectively, of accrued capital expenditures.

         Included in accounts payable and accrued expenses at December 31, 1998
         was approximately $308 of accrued Company 401(k) Savings Plan
         contribution expense. During January 1999 the Company contributed
         approximately thirty-eight thousand shares of Common Stock to the
         401(k) Savings Plan in satisfaction of this obligation.

         Capital lease obligations of $451 were incurred during the first six
         months of 1998 when the Company leased new equipment.


3.       Accounts Payable and Accrued Expenses

         Accounts payable and accrued expenses as of June 30, 1999 and December
         31, 1998 consist of the following:


<TABLE>
<CAPTION>
                                                                   June 30,       December 31,
                                                                     1999             1998
                                                                     ----             ----
<S>                                                                <C>            <C>
               Accounts payable                                     $1,680           $2,223
               Accrued payroll and related costs                     2,056            1,346
               Accrued clinical trial expense                          300            1,336
               Accrued expenses, other                                 531              359
               Deferred compensation                                   287              287
                                                                    ------           ------
                                                                    $4,854           $5,551
                                                                    ======           ======
</TABLE>


                                       7


<PAGE>


REGENERON PHARMACEUTICALS, INC.
Notes to Condensed Financial Statements
(In thousands, except per share data)




4.       Amgen-Regeneron Partners Research Collaboration Agreement

         In August 1990, the Company entered into a collaboration agreement with
         Amgen Inc. ("Amgen") to develop and attempt to commercialize BDNF and
         NT-3. Pursuant to that agreement, the Company and Amgen formed a
         partnership, Amgen-Regeneron Partners (the "Partnership"), whereby the
         revenues earned and expenses incurred by the Partnership for the
         research and development of BDNF and NT-3 are shared equally. The
         Company accounts for its investment in the Partnership in accordance
         with the equity method of accounting.

         Selected operating statement data of the Partnership for the three and
         six months ended June 30, 1999 and 1998 are as follows:

                               Three Months Ended            Six Months Ended
                                    June 30,                     June 30,
                               ------------------          --------------------
                                 1999         1998          1999          1998
                                 ----         ----          ----          ----
         Total revenues           $90          $43           $206           $83
         Total expenses        (1,272)        (416)        (3,320)       (1,829)
                               -------        -----        -------       -------

         Net loss             ($1,182)       ($373)       ($3,114)      ($1,746)
                              ========       ======       ========      ========



5.       Comprehensive Loss

         Comprehensive loss represents the change in net assets of a business
         enterprise during a period from transactions and other events and
         circumstances from non-owner sources. Comprehensive loss of the Company
         includes net loss adjusted for the change in net unrealized gain or
         loss on marketable securities. The net effect of income taxes on
         comprehensive loss is immaterial. The comprehensive loss for the six
         months ended June 30, 1999 has been included in the Statement of
         Stockholders' Equity. For the six months ended June 30, 1998, the
         components of comprehensive loss were:

                                                                         1998
                                                                         ----
         Net loss                                                      ($1,689)
         Change in net unrealized gain on marketable securities            (23)
                                                                       -------
              Total comprehensive loss                                 ($1,712)
                                                                       ======= 

                                       8


<PAGE>


REGENERON PHARMACEUTICALS, INC.
Notes to Condensed Financial Statements
(In thousands, except per share data)


6.       Per Share Data

         The Company's basic net (loss) income per share amounts have been
         computed by dividing net (loss) income by the weighted average number
         of Common and Class A shares outstanding. For the three months ended
         June 30, 1998, the Company reported net income; therefore, common stock
         equivalents were included in the computation of diluted net income per
         share. For the three months ended June 30, 1999 and for the six months
         ended June 30, 1999 and 1998, the Company reported net losses;
         therefore, no common stock equivalents were included in the computation
         of diluted net loss per share, since such inclusion would have been
         antidilutive. The calculations of basic and diluted net (loss) income
         per share are as follows:



<TABLE>
<CAPTION>
                                                            Three Months Ended June 30,
                                                       -------------------------------------       -----------------
                                                       Net (Loss) Income          Shares           Net (Loss) Income
                                                          (Numerator)         (Denominator)            Per Share
                                                       --------------         --------------           ---------
<S>                                                     <C>                    <C>                    <C>    
           1999:
               Basic and Diluted                           ($7,833)               31,303                 ($0.25)
           1998:
               Basic                                        $2,140                31,003                  $0.07
               Effect of dilutive securities:
                  Options                                                           985
                                                                                  ------
               Diluted                                      $2,140                31,988                  $0.07
                                                                                  ======
</TABLE>


         Options and warrants which have been excluded from the diluted per
         share amounts because their effect would have been antidilutive include
         the following:

<TABLE>
<CAPTION>
               
                                                                              Three Months Ended June 30,
                                                                              ---------------------------
                                                                            1999                         1998
                                                                            ----                         ----
                                                                  Weighted         Weighted      Weighted      Weighted
                                                                   Average          Average      Average        Average
                                                                   Number       Exercise Price    Number    Exercise Price
                                                                   ------       --------------   ------     --------------
<S>                                                               <C>                <C>          <C>           <C>
               Options with exercise prices below
               the average fair market value of
               the Company's common stock for
               the respective period                               1,567             $4.76


               Options and warrants with
               exercise prices above the average
               fair market value of the
               Company's common stock for the                     
               respective period                                   5,538             $10.82       4,002          $12.05
                                                                   -----                          -----
                                   Total                           7,105                          4,002
                                                                   =====                          =====

</TABLE>



                                       9

<PAGE>





REGENERON PHARMACEUTICALS, INC.
Notes to Condensed Financial Statements
(In thousands, except per share data)


6.       Per Share Data (continued)

<TABLE>
<CAPTION>

                                                       Six Months Ended June 30,
                                                  ----------------------------------          ----------
                                                   Net Loss                Shares              Per Share
                                                  (Numerator)          (Denominator)             Amount
                                                  -----------          -------------             ------
<S>                                                <C>                     <C>                   <C>    
         1999:
            Basic and Diluted                      ($16,763)               31,289                ($0.54)

         1998:
            Basic and Diluted                       ($1,689)               30,968                ($0.05)
</TABLE>


         Options and warrants which have been excluded from the diluted per
         share amounts because their effect would have been antidilutive include
         the following:



<TABLE>
<CAPTION>

                                                                                 Six Months Ended June 30,                      
                                                                  --------------------------------------------------------
                                                                            1999                         1998                  
                                                                            ----                         ----                  
                                                                  Weighted         Weighted      Weighted      Weighted        
                                                                   Average          Average      Average        Average        
                                                                   Number       Exercise Price    Number    Exercise Price     
                                                                   ------       --------------   ------     --------------     
<S>                                                               <C>                <C>          <C>           <C>            
               Options with exercise prices below
               the average fair market value of                                                                                
               the Company's common stock for                                                                                  
               the respective period                               1,570              $4.81       2,328           $5.43
                                                                                                                
                                                                                                                
               Options and warrants with                                                                                       
               exercise prices above the average                                                                               
               fair market value of the                                                                                        
               Company's common stock for the                                                                                  
               respective period                                   5,479             $10.85       4,010          $12.04        
                                                                   -----                          -----                        
                                   Total                           7,049                          6,338                        
                                                                   =====                          =====                        
                                                                                                                

</TABLE>








7.       Long-Term Incentive Plan

         In June 1999, the Regeneron Pharmaceuticals, Inc. Amended and Restated
         1990 Long-Term Incentive Plan ("Incentive Plan") was amended to
         increase by 1,500 the number of shares reserved for issuance under the
         plan. As amended, the Incentive Plan provides for a maximum of 6,900
         shares of Common Stock for awards. Such awards include Restricted Share
         Rights, Incentive Stock Rights, Stock Options, Stock Appreciation
         Rights, and Performance Unit Rights, as defined.


                                       10


<PAGE>


I
tem 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations


General

         Overview. The discussion below contains forward-looking statements that
involve risks and uncertainties relating to the future financial performance of
Regeneron Pharmaceuticals, Inc. ("Regeneron" or the "Company") and actual events
or results may differ materially. These statements concern, among other things,
the possible therapeutic applications of the Company's product candidates and
research programs, the timing and nature of the Company's clinical and research
programs now underway or planned, a variety of items described herein and in the
footnotes to the Company's financial statements (including the useful life of
assets, the anticipated length of agreements, and other matters), and the future
uses of capital and financial needs of the Company. These statements are made by
the Company based on management's current beliefs and judgment. In evaluating
such statements, stockholders and potential investors should specifically
consider the various factors identified under the caption "Factors That May
Affect Future Operating Results" which could cause actual results to differ
materially from those indicated by such forward-looking statements.

         Regeneron is a leader in the application of molecular and cell biology
to discover novel potential therapeutics for human medical conditions and is
seeking to develop and commercialize these discoveries. The Company is applying
its technological expertise in protein growth factors, their receptors, and
their mechanisms of action to the discovery and development of protein-based
drugs and orally active, small molecule drugs.

         The Company is pursuing research and development programs in the
following areas:

         o  AXOKINE(Registered) second generation ciliary neurotrophic factor
            for the treatment of Type II diabetes in obese patients and
            uncomplicated obesity,

         o  Brain-derived neurotrophic factor ("BDNF") for the treatment of
            amyotrophic lateral sclerosis ("ALS," commonly known as Lou Gehrig's
            disease),

         o  Neurotrophin-3 ("NT-3") for the treatment of constipating
            conditions,

         o  Angiogenesis, including stimulating blood vessel growth in settings
            where more blood flow is desired and blocking blood vessel growth in
            abnormal conditions such as cancer. The angiogenesis program is
            based on Regeneron's discovery of Angiopoietins, a new family of
            ligands (and their receptors, called the TIE family of receptors)
            that appears to regulate blood vessel formation,
 
         o  Protein antagonists for cytokines such as interleukin-1 ("IL-1"),
            interleukin-4 ("IL-4"), interleukin-6 ("IL-6"), and interleukin-13
            ("IL-13") as potential treatment of inflammatory diseases, allergic
            disorders, and cancer,

         o  Muscle atrophy, using a variety of approaches to identify and
            validate drug targets, and

         o  Research programs to discover orally active, small molecule-based
            drugs, some of which may mimic or antagonize protein- or
            receptor-based drug candidates that the Company is developing.


                                       11

<PAGE>


         Discussion of Second Quarter 1999 Activities. In the second quarter of
1999, the Company continued to develop AXOKINE under the Company's collaboration
agreement ("the P&G Agreement") with The Procter and Gamble Company ("Procter &
Gamble"). The Company and Procter & Gamble filed an Investigational New Drug
application ("IND") with the United States Food and Drug Administration ("FDA")
in the first quarter of 1999 and commenced a Phase I clinical study to determine
the safety of AXOKINE administered subcutaneously for a short duration to mildly
to moderately obese healthy volunteers. AXOKINE is being developed for the
treatment of Type II diabetes in obese patients and uncomplicated obesity. No
assurance can be made regarding the timing or result of this or any further
clinical trial of AXOKINE. AXOKINE has never been administered to people. Its
safety and efficacy in the treatment of any human condition have not been
established and can not be predicted. Previous clinical studies of ciliary
neurotrophic factor ("CNTF"), the parent molecule of AXOKINE, in addition to
weight loss, resulted in the creation of neutralizing antibodies and adverse
events (side effects) in patients, including cough, nausea, malaise, and
increased herpes simplex cold sores. While certain aspects of the development of
AXOKINE by the Company and Procter & Gamble have focused on attempting to avoid
or minimize antibody production or adverse events, no assurance may be given
that these problems will be avoided or minimized or that they will not lead to
the failure, delay, or additional difficulty in conducting AXOKINE clinical
trials.

         The Company and Procter & Gamble also continued to collaborate in
research and development in the fields of angiogenesis, bone growth and related
areas, muscle injury and atrophy, and small molecule (orally active) drugs. The
majority of the Company's scientific resources are devoted to its collaborative
activities with Procter & Gamble.

         During the second quarter of 1999, the Company continued to develop
independent of any corporate collaboration its proprietary cytokine traps for
the potential treatment of asthma, inflammatory disease, cancer, and rheumatoid
arthritis. The Company has conducted research with Pharmacopeia, Inc. in the
area of small molecule drugs since 1996 under a collaboration agreement that
will terminate, subject to certain continuing obligations, in the fourth quarter
of 1999.

         During the second quarter of 1999, Amgen-Regeneron Partners, the
partnership equally owned by Regeneron and Amgen Inc. ("Amgen"), continued to
develop BDNF and NT-3. BDNF is currently being developed by Amgen-Regeneron
Partners for potential use in treating ALS through two routes of administration:
intrathecal (infusion into the spinal fluid through an implanted pump) and
subcutaneous (injection under the skin). In the fourth quarter of 1998, Amgen,
on behalf of the partnership began an intrathecal study in more than 200
patients with ALS. Subcutaneous studies conducted by Regeneron on behalf of the
partnership began in the first quarter of 1998. The subcutaneous studies are
based on an analysis of the Amgen-Regeneron Partners Phase III trial of BDNF for
ALS that was completed in 1996. That trial failed to achieve its predetermined
end points, but subsequent analyses indicated that a retrospectively-defined
subset of ALS patients in the trial may have received a survival benefit from
BDNF treatment. A multi-center study of more than 300 ALS patients who will
receive BDNF subcutaneously began in August 1999.



                                       12

<PAGE>


         The Company and Sumitomo Pharmaceuticals Co., Ltd. ("Sumitomo
Pharmaceuticals") are collaborating in the development of BDNF in Japan,
initially for the treatment of ALS. In March 1998, Sumitomo Pharmaceuticals
commenced a Phase I safety assessment of BDNF delivered subcutaneously to normal
volunteers. In August 1998, Sumitomo Pharmaceuticals signed a license agreement
for the development of BDNF in Japan. Pursuant to the license agreement,
Sumitomo Pharmaceuticals made a $5.0 million research progress payment (reduced
by $0.5 million of Japanese withholding tax) to Regeneron in August 1998 and
will be required to make additional payments upon the achievement of specified
milestones. Sumitomo Pharmaceuticals will also pay a royalty on sales of BDNF in
Japan.

         Amgen-Regeneron Partners' clinical development of NT-3 is currently
focused on constipating conditions. In 1998, Regeneron, on behalf of
Amgen-Regeneron Partners, completed a small clinical study that included healthy
volunteers and patients suffering from severe idiopathic constipation, and began
additional small studies that continued through the second quarter of 1999 in
patients who suffer from constipation associated with conditions such as spinal
cord injury and Parkinson's disease.

         No assurance can be given that extended administration of BDNF or NT-3
will be safe or effective. The treatment of ALS has been shown, in a number of
clinical settings using a variety of treatment modalities (including
Amgen-Regeneron Partners' earlier clinical studies), to present significant
difficulties. The design of an ALS clinical study presents special difficulties
and risks, as do the facts that ALS is a progressive disease that afflicts
individual patients differently and other ALS treatments are approved or have
been or are currently being tested, creating the possibility that patients in
any BDNF study may also receive other therapeutics during all or part of the
BDNF trial. The treatment of constipating conditions may present additional
clinical trial risks in light of the complex and not wholly understood
mechanisms of action that lead to the conditions, the concurrent use of other
drugs to treat the underlying illnesses as well as the gastrointestinal
condition, the potential difficulty of designing and achieving significant
clinical end points, and other factors. No assurance can be given that these or
any other studies of BDNF or NT-3 will be successful or that BDNF or NT-3 will
be commercialized.

         Substantial risk is inherent in the research, development, and
commercialization of drugs. In addition, in each of the areas of the Company's
independent and collaborative activities, other companies and entities are
actively pursuing competitive paths toward similar objectives. The results of
the Company's and its collaborators' past activities in connection with the
research and development of AXOKINE, cytokine traps, angiopoietins, abnormal
bone growth, muscle atrophy, small molecules, BDNF, NT-3, and other programs or
areas of research or development do not necessarily predict the results or
success of current or future activities including, but not limited to, any
additional preclinical or clinical studies. The Company cannot predict whether,
when, or under what conditions any of its research or product candidates,
including without limitation AXOKINE, BDNF, or NT-3, will be shown to be safe or
effective to treat any human condition or be approved for marketing by any
regulatory agency. The delay or failure of current or future studies to
demonstrate the safety or efficacy of the Company's product candidates to treat
human conditions or to be approved for marketing could have a material adverse
impact on the Company.

         To date, Regeneron has not received any revenues from the commercial
sale of products and may never receive such revenues. Before such revenues can
be realized, the


                                       13

<PAGE>


Company (or its collaborators) must overcome a number of hurdles which include
successfully completing its research and development efforts and obtaining
regulatory approval from the FDA or regulatory authorities in other countries.
In addition, the biotechnology and pharmaceutical industries are rapidly
evolving and highly competitive, and new developments may render the Company's
products and technologies noncompetitive and obsolete.

         From inception on January 8, 1988 through June 30, 1999, Regeneron had
a cumulative loss of $194.0 million. In the absence of revenues from commercial
product sales or other sources (the amount, timing, nature, or source of which
cannot be predicted), the Company's losses will continue as the Company conducts
its research and development activities. The Company's activities may expand
over time and may require additional resources, and the Company's operating
losses may be substantial over at least the next several years. The Company's
losses may fluctuate from quarter to quarter and will depend, among other
factors, on the timing of certain expenses and on the progress of the Company's
research and development efforts.


Results of Operations

         Three months ended June 30, 1999 and 1998. The Company's total revenue
decreased to $7.2 million for the second quarter of 1999 from $15.2 million for
the same period in 1998. Contract research and development revenue decreased to
$3.4 million for the second quarter of 1999 from $6.2 million for the same
period in 1998. The Company earned nominal revenue in the second quarter of 1999
from its ongoing collaboration with Sumitomo Pharmaceuticals, versus revenue of
$1.0 million for the same period in 1998, as revenue from research payments
under the Company's collaboration agreement with Sumitomo Pharmaceuticals ended
in 1998 and because the Company did not supply any BDNF to Sumitomo
Pharmaceuticals in the first half of 1999 for preclinical and clinical use.
Contract research and development revenue related to the P&G Agreement also
decreased in the second quarter of 1999 versus the same period in 1998 as
research activity on AXOKINE declined as AXOKINE progressed into clinical
trials. In addition, the Company earned a non-recurring $5.0 million research
progress payment from Procter & Gamble in the second quarter of 1998 in
connection with the AXOKINE collaboration. Contract manufacturing revenue
related to the long-term manufacturing agreement (the "Merck Agreement") with
Merck & Co., Inc. ("Merck") increased to $2.5 million for the second quarter of
1999, compared to $2.3 million for the same period in 1998, as a result of
increased activity in preparation for manufacturing a product for Merck at the
Company's Rensselaer facility. Investment income in the second quarter of 1999
decreased to $1.3 million from $1.7 million for the same period in 1998, due
primarily to lower levels of interest-bearing investments as the Company funds
its operations.

         The Company's total operating expenses increased to $15.0 million in
the second quarter of 1999 from $13.1 million for the same period in 1998.
Research and development expenses increased to $10.8 million in the second
quarter of 1999 from $9.1 million for the same period in 1998, primarily as a
result of higher staffing and increased activity in the Company's preclinical
and clinical research programs. The Company's share of the loss in
Amgen-Regeneron Partners increased to $0.6 million in the second quarter of 1999
from $0.2 million for the same period in 1998, as a result of the partnership's
increased clinical trial activity on BDNF and NT-3. Research and development
expenses (including loss in Amgen-Regeneron Partners) were


                                       14

<PAGE>


approximately 76% of total operating expenses in the second quarter of 1999,
compared to 71% for the same period in 1998.

         General and administrative expenses decreased to $1.5 million in the
second quarter of 1999 from $1.7 million for the same period in 1998 due
primarily to lower legal and insurance expenses. Depreciation and amortization
expense was $0.8 million for both the second quarter of 1999 and 1998. Contract
manufacturing expenses, which are expenses directly related to the Merck
Agreement and are reimbursed by Merck, were $1.2 million for both the second
quarter of 1999 and 1998. Interest expense was $0.1 million for both the second
quarter of 1999 and 1998.

         The Company's net loss for the second quarter of 1999 was $7.8 million,
or $0.25 per share (basic and diluted), compared to net income of $2.1 million,
or $0.07 per share (basic and diluted), for the same period in 1998.

         Six months ended June 30, 1999 and 1998. The Company's total revenue
decreased to $14.1 million for the six months ended June 30, 1999 from $23.4
million for the same period in 1998. Contract research and development revenue
decreased to $6.7 million for the six months ended June 30, 1999 from $10.8
million for the same period in 1998. The Company earned nominal revenue in the
first half of 1999 from its ongoing collaboration with Sumitomo Pharmaceuticals,
versus revenue of $2.7 million for the same period in 1998, as revenue from
research payments under the Company's collaboration agreement with Sumitomo
Pharmaceuticals ended in 1998 and because the Company did not supply any BDNF to
Sumitomo Pharmaceuticals in the first half of 1999 for preclinical and clinical
use. Contract research and development revenue related to the P&G Agreement also
decreased in the first six months of 1999 versus the same period in 1998 as
research activity on AXOKINE declined as AXOKINE progressed into clinical
trials. In addition, the Company earned a non-recurring $5.0 million research
progress payment from Procter & Gamble in the second quarter of 1998 in
connection with the AXOKINE collaboration. Contract manufacturing revenue
related to the Merck Agreement increased to $4.6 million for the first six
months of 1999, compared to $4.2 million for the same period in 1998, as a
result of increased activity in preparation for manufacturing a product for
Merck at the Company's Rensselaer facility. Investment income for the six months
ended June 30, 1999 decreased to $2.8 million from $3.5 million for the same
period in 1998, due mainly to lower levels of interest-bearing investments as
the Company funds its operations.

         The Company's total operating expenses increased to $30.9 million for
the six months ended June 30, 1999 from $25.1 million for the same period in
1998. Research and development expenses increased to $22.0 million in the first
six months of 1999 from $17.2 million for the same period in 1998, primarily as
a result of higher staffing and increased activity in the Company's preclinical
and clinical research programs. The Company's share of the loss in
Amgen-Regeneron Partners increased to $1.6 million in the first half of 1999
from $0.9 million for the same period in 1998, as a result of the partnership's
increased clinical trial activity on BDNF and NT-3. Research and development
expenses (including loss in Amgen-Regeneron Partners) were approximately 76% of
total operating expenses in the first six months of 1999, compared to 72% for
the same period in 1998.

         General and administrative expenses and depreciation and amortization
expense were $3.1 million and $1.6 million, respectively, for both the first six
months of 1999 and 1998. Contract manufacturing expenses, which are direct
expenses related to the Merck

                                       15

<PAGE>


Agreement and are reimbursed by Merck, increased to $2.4 million in the first
half of 1999 from $2.1 million in the same period of 1998, primarily due to
increased activity in preparation for manufacturing a product for Merck.
Interest expense was $0.2 million for both the first six months of 1999 and
1998.

         The Company's net loss for the six months ended June 30, 1999 was $16.8
million, or $0.54 per share (basic and diluted), compared to a net loss of $1.7
million, or $0.05 per share (basic and diluted), for the same period in 1998.


Liquidity and Capital Resources

         Since its inception in 1988, the Company has financed its operations
primarily through private placements and public offerings of its equity
securities, revenue earned under the several agreements between the Company and
each of Amgen, Sumitomo Chemical Company, Ltd., Sumitomo Pharmaceuticals, Merck,
and Procter & Gamble and investment income.

         In May 1997, the Company and Procter & Gamble entered into the P&G
Agreement. Procter & Gamble agreed over the first five years of the P&G
Agreement to purchase up to $60.0 million in Regeneron equity (of which $42.9
million was purchased in June 1997) and provide up to $94.7 million in support
of Regeneron's research efforts related to the collaboration (of which $8.8
million was received through June 30, 1999). During the second five years of the
P&G Agreement, the companies will share all research costs equally. Clinical
testing and commercialization expenses for jointly developed products will
generally be shared equally throughout the ten years of the collaboration. The
companies expect jointly to develop and market worldwide any products resulting
from the collaboration and share equally in profits. Either company may
terminate the P&G Agreement at the end of five years with at least one year
prior notice or earlier if a defined event of default occurs. In September 1997,
the Company and Procter & Gamble expanded the P&G Agreement to include AXOKINE
and related molecules (delivered systemically), and agreed to develop AXOKINE
initially to treat obesity associated with Type II diabetes. Procter & Gamble
agreed to reimburse the Company for certain research and development costs and
pay as much as $15.0 million in additional funding, partly subject to achieving
certain milestones related to AXOKINE. Of the $15.0 million, $5.0 million was
paid in 1997 and $5.0 million was paid in 1998. Beginning in the third quarter
of 1999, research support provided from Procter & Gamble, in addition to amounts
paid to support development of AXOKINE (which vary from quarter to quarter),
will increase from $1.1 million per quarter to at least $6.3 million per quarter
for the following three years of the companies' collaboration agreement.

         In connection with the Company's agreement to collaborate with Sumitomo
Pharmaceuticals in the research and development of BDNF in Japan, Sumitomo
Pharmaceuticals paid the Company $25.0 million through December 1997. The
Company also received a $5.0 million research progress payment from Sumitomo
Pharmaceuticals (reduced by $0.5 million of Japanese withholding tax) in August
1998. In addition, Sumitomo Pharmaceuticals has paid the Company $27.6 million
through June 30, 1999 in connection with supplying BDNF for preclinical and
clinical use. Regeneron expects to resume supplying BDNF to Sumitomo
Pharmaceuticals later in 1999.


                                       16

<PAGE>


         The Company's activities relating to BDNF and NT-3, as agreed upon by
Amgen and Regeneron, are being reimbursed by Amgen-Regeneron Partners, and the
Company recognizes such reimbursement as revenue. The funding of Amgen-Regeneron
Partners is through capital contributions from Amgen and Regeneron, who must
make equal payments in order to maintain equal ownership and equal sharing of
any profits or losses from the partnership. The Company has made capital
contributions totaling approximately $50.4 million to Amgen-Regeneron Partners
from the partnership's inception in June 1993 through June 30, 1999. The Company
expects that its capital contributions in 1999 will total at least $3.0 million
for the full year. These contributions could increase or decrease, depending
upon (among other things) the nature and cost of BDNF and NT-3 studies that
Amgen-Regeneron Partners' may conduct and the outcomes of those studies.

         From its inception in January 1988 through June 30, 1999, the Company
invested approximately $63.3 million in property, plant, and equipment. This
includes $16.8 million to acquire and renovate the Rensselaer facility and an
additional $14.1 million to complete construction at the facility pursuant to
the Merck Agreement. In connection with the purchase and renovation of the
Rensselaer facility, the Company obtained financing of $2.0 million from the New
York State Urban Development Corporation, of which $1.6 million is outstanding.
Under the terms of such financing, the Company is not permitted to declare or
pay dividends on its equity securities.

         The Company expects that expenses related to the filing, prosecution,
defense, and enforcement of patent and other intellectual property claims will
continue to be substantial as a result of patent filings and prosecutions in the
United States and foreign countries. The Company is currently involved in
interference proceedings in the Patent and Trademark Office between Regeneron's
patent applications and patents relating to CNTF issued to Synergen, Inc.
("Synergen"). Amgen acquired all outstanding shares of Synergen in 1994. In
March 1998, the Company and Amgen entered into a covenant not to sue each other
which, among other things, resolved their patent interference and related patent
proceedings relating to CNTF and AXOKINE. The Company also granted Amgen a
license to use CNTF and second generation CNTFs other than AXOKINE to treat
retinal degenerative conditions. Neither party will pay royalties or make other
payments to the other party in consideration of this agreement.

         As of June 30, 1999, the Company had no established banking
arrangements through which it could obtain short-term financing or a line of
credit. Additional funds may be raised through, among other things, the issuance
of additional securities, other financing arrangements, and future collaboration
agreements. No assurance can be given that additional financing will be
available or, if available, that it will be available on acceptable terms. In
addition, the Company estimates that through mid-2002 it could receive
additional payments from Procter & Gamble in the form of research funding,
milestones, and equity purchases of as much as $100 million or more.

         At June 30, 1999, the Company had $96.6 million in cash, cash
equivalents, and marketable securities. The Company expects to incur substantial
funding requirements for, among other things, research and development
activities (including preclinical and clinical testing), validation of
manufacturing facilities, and the acquisition of equipment. The Company expects
to incur ongoing funding requirements for capital contributions to
Amgen-Regeneron Partners to support the continued development and clinical
trials of BDNF and NT-3. In 1999, the Company expects further increases in the
level of quarterly research and development expenses as the Company continues to
add staff and



                                       17

<PAGE>


increases its clinical activity. The amount needed to fund operations will also
depend on other factors, including the status of competitive products, the
success of the Company's research and development programs, the status of
patents and other intellectual property rights developments, and the
continuation, extent, and success of any collaborative research programs
(including those with Amgen and Procter & Gamble). The Company believes that its
existing capital resources will enable it to meet operating needs for at least
several years. No assurance can be given that there will be no change in
projected revenues or expenses that would lead to the Company's capital being
consumed significantly before such time.


Factors That May Affect Future Operating Results

         Regeneron cautions stockholders and potential investors that the
following important factors, among others, in some cases have affected, and in
the future could affect, Regeneron's actual results and could cause Regeneron's
actual results to differ materially from those expressed in any forward-looking
statements made by, or on behalf of, Regeneron. The statements under this
caption are intended to serve as cautionary statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The following information is
not intended to limit in any way the characterization of other statements or
information under other captions as cautionary statements for such purpose:

o        Delay, difficulty, or failure of the Company's research and development
         programs to produce product candidates that are scientifically or
         commercially appropriate for further development by the Company or
         others.

o        Cancellation or termination of material collaborative or licensing
         agreements (including in particular, but not limited to, those with
         Procter & Gamble and Amgen) and the resulting loss of research or other
         funding could have a material adverse effect on the Company and its
         operations. A change of control of one or more of the Company's
         material collaborators or licensees could also have a material adverse
         effect on the Company.

o        Delay, difficulty, or failure of a clinical trial of any of the
         Company's product candidates. A clinical trial can fail or be delayed
         as a result of many causes, including, among others, failure of the
         product candidate to demonstrate safety or efficacy, the development of
         serious or life-threatening adverse events (side effects) caused by or
         connected with exposure to the product candidate, the creation of
         antibodies (in the case of protein-based therapeutics) that weaken or
         neutralize the effect of the product candidate (and possibly could have
         other adverse effects on patients), the failure of clinical
         investigators, trial monitors and other consultants, or trial subjects
         to comply with the trial plan or protocol.

o        Delay, difficulty, or failure in obtaining regulatory approval
         (including approval of its facilities for production) for the Company's
         products (including vaccine intermediate for Merck), including delays
         or difficulties in development because of insufficient proof of safety
         or efficacy.



                                       18

<PAGE>


o        Increased and irregular costs of development, manufacture, regulatory
         approval, sales, and marketing associated with the introduction of
         products in the late stage of development.

o        Competitive or market factors that may cause use of the Company's
         products to be limited or otherwise fail to achieve broad acceptance.

o        The ability to obtain, maintain, and prosecute intellectual property
         rights, and the cost of acquiring in-process technology and other
         intellectual property rights, either by license, collaboration, or
         purchase of another entity.

o        Difficulties or high costs of obtaining adequate financing to meet the
         Company's obligations under its collaboration and licensing agreements
         or to fund 50 percent of the cost of developing product candidates in
         order to retain 50 percent of the commercialization rights.

o        Amount and rate of growth of Regeneron's general and administrative
         expenses, and the impact of unusual charges resulting from Regeneron's
         ongoing evaluation of its business strategies and organizational
         structure.

o        Failure of corporate partners to develop or commercialize successfully
         the Company's products or to retain and expand the markets served by
         the commercial collaborations; conflicts of interest, priorities, and
         commercial strategies which may arise between the Company and such
         corporate partners.

o        Delays or difficulties in developing and acquiring production
         technology and technical and managerial personnel to manufacture novel
         biotechnology products in commercial quantities at reasonable costs and
         in compliance with applicable quality assurance and environmental
         regulations and governmental permitting requirements.

o        Difficulties in obtaining key raw materials and supplies for the
         manufacture of the Company's product candidates.

o        The costs and other effects of legal and administrative cases and
         proceedings (whether civil, such as product- or employment-related, or
         environmental, or criminal); settlements and investigations;
         developments or assertions by or against Regeneron relating to
         intellectual property rights and licenses; the issuance and use of
         patents and proprietary technology by Regeneron and its competitors,
         including the possible negative effect on the Company's ability to
         develop, manufacture, and sell its products in circumstances where it
         is unable to obtain licenses to patents which may be required for such
         products.

o        Underutilization of the Company's existing or new manufacturing
         facilities or of any facility expansions, resulting in inefficiencies
         and higher costs; start-up costs, inefficiencies, delays, and increased
         depreciation costs in connection with the start of production in new
         plants and expansions.



                                       19

<PAGE>


o        Health care reform, including reductions or changes in reimbursement
         available for prescription medications or other reforms.

o        The ability to attract and retain key personnel.

         As Regeneron's scientific efforts lead to potentially promising new
directions, both outside of recombinant protein therapies (into orally active,
small molecule pharmaceuticals) and outside of treatments for neurological and
neurodegenerative conditions (into, for example, potential programs in diabetes,
obesity, cancer, inflammation, muscle disease, bone growth disorders, and
angiogenesis), the Company will require additional internal expertise or
external collaborations in areas in which it currently does not have substantial
resources and personnel.

         The Company is evaluating its operations to determine the impact, if
any, that Year 2000 problems may have. The Year 2000 problem results from
computer programs and devices that do not differentiate between the year 1900
and the year 2000 because they were written using two digits rather than four to
define the applicable year. Accordingly, computer systems that have
time-sensitive calculations may not properly recognize the year 2000. Like many
corporations, Regeneron has no previous experience with an issue like the Year
2000 problem.

         The Year 2000 problem could affect Regeneron's ability to conduct its
normal operations that are date sensitive or depend on computers or equipment
that contain embedded chips that are date sensitive. It could adversely affect
Regeneron's ability to maintain or operate its facilities in a safe and
effective manner or undertake other activities necessary and customary to
carrying out its business. In addition, the Year 2000 problem could have
material adverse effects on the operations or financial condition of the
Company's licensees, licensors, collaborators, suppliers, vendors, and others
and, in particular, utility companies that provide energy to the Company's
facilities and equipment, which could, in turn, have a material direct or
indirect effect on Regeneron. Regeneron is not currently Year 2000 compliant.
Although the Company believes it is developing an appropriate program to address
the Year 2000 problem, it cannot guarantee that its program will succeed or will
be timely. The following is a discussion of the Company's Year 2000 program.

         The Company has appointed a Year 2000 task force with representatives
from each department of the Company and has retained independent consultants and
experts to facilitate its review. The Company's Year 2000 review includes its
computer systems and software, embedded systems in non-computer equipment, and
vendor operations. The Company has identified the following three principal
areas of potential computer systems exposure at Regeneron to the Year 2000
problem, in addition to third party issues which are discussed elsewhere:

o        Process control, instruments, and environmental monitoring and control
         systems: these types of systems are used in the Company's manufacturing
         and research and development processes, among other operations. These
         generally are systems, devices, and instruments which use date
         functionality and generate, send, receive, or manipulate date-stamped
         data and signals. These systems may be found in data
         acquisition/processing software, laboratory instrumentation, and other
         equipment with embedded code, for example. These devices and
         instruments may be controlled by installed software, firmware, or other
         embedded control algorithms.

                                       20

<PAGE>


o        Servers, desktops, and infrastructure: these generally are desktop
         computers (Macintosh and PCs) and server computer equipment,
         telecommunications, local area networks, wide area networks, and
         include system hardware, firmware, installed commercial application
         software, e-mail, and video teleconferencing, for example.

o        Custom applications and business systems: these generally are
         applications purchased from an external vendor. These systems include
         applications developed or purchased by a functional area on computer
         systems located within Regeneron's corporate departments and operated
         by departmental personnel, such as Regeneron's core business systems
         (including financial systems) and personnel management systems.

The Company has substantially completed an analysis of its computer systems.
This analysis has not revealed material Year 2000 problems related to such
embedded systems.

         The Company has also substantially completed a survey and analysis of
its vendors who support critical business processes to determine their level of
readiness with respect to Year 2000 issues. While many vendors indicate that
they believe they are or will be Year 2000 compliant, others state that they
cannot represent that they have achieved compliance or guarantee the efficacy of
their remediation efforts. Many vendors state that the problem is too complex
for such a claim to have legitimacy; that efforts to solve Year 2000 problems
are merely in the nature of risk mitigation; and that success in such efforts
will be measured, with hindsight, by the minimization of the level of technical
failures and by the prompt identification and repair of failures.

         The analysis of the Company's embedded systems and the information
collected regarding vendor readiness have been used to formulate a contingency
plan with respect to reasonably identifiable items of equipment and materials
that are critical to the Company's operations. No assurance can be made that the
Company's computer systems and software, embedded systems in non-computer
equipment, and vendors will be Year 2000 compliant in a timely or cost-effective
manner. In some cases, Regeneron plans to stock extra inventory and qualify
alternate suppliers, although the Company cannot guarantee the availability of
additional supplies or the Year 2000 compliance of alternate suppliers. The
failure of suppliers to become Year 2000 compliant on a timely basis, or at all,
could have a material adverse effect on the Company. The failure of certain
third parties (such as Procter & Gamble, Amgen, Sumitomo Pharmaceuticals, Merck,
and utility and communications companies) to operate in a normal and customary
manner and to maintain Year 2000 compliance (or to assure that their vendors and
suppliers are Year 2000 compliant) could have a material adverse effect on the
operations and financial condition of Regeneron. It is possible that Regeneron
could be adversely affected by the failure of other third parties to be Year
2000 compliant even though these third parties do not directly conduct business
with Regeneron. It is not possible to guarantee that the Company's Year 2000
contingency plan will succeed or be timely.

         Regeneron is developing a "most reasonably likely worst case Year 2000
scenario" and identifying the principal risks to Regeneron. In developing this
scenario, Regeneron assumed, among other things, that any Year 2000 disruptions
are likely to be of limited duration (and that extended material Year
2000-related disruptions can not be

                                       21

<PAGE>


reasonably guarded against based on the resources and nature of operations of
the Company), the Company plans to protect against, avoid, or reduce exposure to
Year 2000 disruptions by not conducting or minimizing activities between
December 31, 1999 and January 2, 2000, and the most reasonably likely worst case
Year 2000 scenario is that there is a local or regional power failure or an
unanticipated failure of certain key equipment to function properly in early
2000. A failure of electrical power (for any cause, regardless of the risk
potentially created by Year 2000 problems) to provide power to and heat or cool
the Company's facilities and to maintain the temperature of the Company's
storage units could materially adversely affect Regeneron's operations and
financial condition. The Company is in the process of implementing contingency
plans to protect certain key Regeneron assets in the event of a failure of
electrical power for a limited duration or unanticipated failure of certain
essential equipment. The Company anticipates implementing its contingency plan
by December 1999. The risks that Year 2000 problems could present to the Company
include, without limitation, disruption, delay, or cessation of manufacturing or
other operations, including operations that are subject to regulatory
compliance, and loss of research and manufacturing material and experiments that
are difficult, costly, or impossible to replace. In each case, the correction of
the problem could result in substantial expense and disruption or delay of the
Company's operations. It is unclear to what extent, if any, such losses or
expenses would be covered by the Company's current insurance policies. The
Company does not plan on securing additional insurance specifically related to
Year 2000 risks.

         As of June 30, 1999, total projected expenditures related to the
Company's Year 2000 program, including, without limitation, back-up generators,
anticipated upgrades, remediation, and new computer systems, will likely be less
than $1.0 million, most of which is expected to be capital expenditures.
However, these amounts are only estimates and are based on information currently
available to the Company; the Company cannot guarantee that these amounts will
be adequate to address the Company's Year 2000 compliance needs. As of June 30
1999, the Company estimates that it had incurred approximately $0.1 million
specifically related to its Year 2000 efforts, including without limitation,
dedicated internal staff costs, outside consulting fees, and computer system
upgrades.

         The statements set forth herein concerning the Year 2000 problem which
are not historical facts are forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those in
the forward-looking statements. There can be no guarantee that any estimates or
other forward-looking statements will be achieved and actual results could
differ significantly from those planned or contemplated. The Company plans to
update the status of its Year 2000 program as necessary in its periodic filings
and in accordance with applicable securities laws.


                                       22

<PAGE>



P
ART II. OTHER INFORMATION



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


         On June 11, 1999, the Company conducted its Annual Meeting of
Shareholders pursuant to due notice. A quorum being present either in person or
by proxy, the shareholders voted on the following matters:

         1. To elect three Directors to hold office for a three-year term as
Class II directors, and until their successors are duly elected and qualified.

         2. To ratify, confirm, and approve the Board's January 22, 1999
resolution to increase by 1,500,000 the number of shares reserved for issuance
under Regeneron's Amended and Restated 1990 Long-Term Incentive Plan.

         3. To approve the selection of PricewaterhouseCoopers LLP as
independent accountants for the Company's fiscal year ending December 31, 1999.

         No other matters were voted on. The number of votes cast was:

                                                                     Withheld
                                                      For            Authority
                                                      ---            ---------
         1.  Election of Class II Directors
                  Alfred G. Gilman, M.D., Ph.D.    57,182,100       2,026,875
                  Joseph L. Goldstein, M.D.        57,182,100       2,026,875
                  P. Roy Vagelos, M.D.             57,182,100       2,026,875


         The terms of office of Leonard S. Schleifer, M.D., Ph.D., Eric M.
Shooter, Ph.D., Fred A. Middleton, Michael S. Brown, M.D., George Sing, and
Charles A. Baker continued after the meeting.


<TABLE>
<CAPTION>
                                                  For               Against              Abstain
                                                  ---               -------              -------
<S>                                            <C>                 <C>                   <C>   
         2.  Amendment of Long-Term
                 Incentive Plan                54,146,709          4,780,248             64,372

                                                  For               Against              Abstain
                                                  ---               -------              -------

         3.  Selection of accountants          59,139,238             47,238             22,499
</TABLE>



                                       23

<PAGE>



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a)      Exhibits

                  27       Financial Data Schedule


(b)      Reports

                  No reports on Form 8-K were filed by the Registrant during the
quarter ended June 30, 1999.




                                       24

<PAGE>



                                    SIGNATURE




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.



                                   Regeneron Pharmaceuticals, Inc.




Date:    August 6, 1999            By: /s/ Murray A. Goldberg
     ------------------------          -----------------------------------------
                                       Murray A. Goldberg
                                       Vice President, Finance & Administration,
                                       Chief Financial Officer, and Treasurer



                                       25






<TABLE> <S> <C>


<ARTICLE>                     5
       
<S>                                 <C>
<PERIOD-TYPE>                          6-MOS
<FISCAL-YEAR-END>                      DEC-31-1999
<PERIOD-START>                         JAN-01-1999
<PERIOD-END>                           JUN-30-1999
<CASH>                                 20,560
<SECURITIES>                           76,008
<RECEIVABLES>                          4,966
<ALLOWANCES>                           0
<INVENTORY>                            0
<CURRENT-ASSETS>                       76,215
<PP&E>                                 63,347
<DEPRECIATION>                         28,168
<TOTAL-ASSETS>                         139,839
<CURRENT-LIABILITIES>                  8,745
<BONDS>                                0
<PREFERRED-MANDATORY>                  0
<PREFERRED>                            0
<COMMON>                               32
<OTHER-SE>                             115,364
<TOTAL-LIABILITY-AND-EQUITY>           139,839
<SALES>                                0
<TOTAL-REVENUES>                       14,088
<CGS>                                  0
<TOTAL-COSTS>                          0
<OTHER-EXPENSES>                       30,681
<LOSS-PROVISION>                       0
<INTEREST-EXPENSE>                     170
<INCOME-PRETAX>                        (16,763)
<INCOME-TAX>                           0
<INCOME-CONTINUING>                    (16,763)
<DISCONTINUED>                         0
<EXTRAORDINARY>                        0
<CHANGES>                              0
<NET-INCOME>                           (16,763)
<EPS-BASIC>                          (0.54)
<EPS-DILUTED>                          (0.54)
        


</TABLE>