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 period ended March 31, 2002

                                       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 No. 000-24537

                                   DYAX CORP.
             (Exact Name of Registrant as Specified in its Charter)

      DELAWARE                                        04-3053198
(State of Incorporation)                (I.R.S. Employer Identification Number)

                   300 TECHNOLOGY SQUARE, CAMBRIDGE, MA 02139
                    (Address of Principal Executive Offices)

                                 (617) 225-2500
              (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   / /

Number of shares outstanding of Dyax Corp.'s Common Stock, par value $0.01, as
of May 6, 2002: 19,633,207.



                                   DYAX CORP.

                                TABLE OF CONTENTS



                                                                                     PAGE
                                                                                    
PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

         Consolidated Balance Sheets (Unaudited)
                March 31, 2002 and December 31, 2001....................................3

         Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
                For the three months ended March 31, 2002 and 2001......................4

         Consolidated Statements of Cash Flows (Unaudited)
                For the three months ended March 31, 2002 and 2001......................5

         Notes to Unaudited Consolidated Financial Statements...........................6

Item 2 - Management's Discussion and Analysis of
         Financial Condition and Results of Operations ................................10

Item 3 - Quantitative and Qualitative Disclosures About Market Risk ...................14

PART II- OTHER INFORMATION

Item 2 - Use of Proceeds from Registered Securities ...................................14

Item 6 - Exhibits and Reports on Form 8-K..............................................15

Signature .............................................................................16

Exhibit Index..........................................................................17


                                        2


PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

                                   DYAX CORP.

                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)


                                                                                  March 31,            December 31,
                                                                                     2002                   2001
                                                                               ---------------       ---------------
                                                                                               
                                     ASSETS
Current assets:
   Cash and cash equivalents......................................             $    44,275,000       $    51,034,000
   Accounts receivable, net.......................................                   6,974,000             7,128,000
   Inventories....................................................                   3,635,000             3,267,000
   Current portion of notes receivable, employees.................                     168,000               159,000
   Other current assets...........................................                     445,000               541,000
                                                                               ---------------       ---------------

     Total current assets.........................................                  55,497,000            62,129,000
Fixed assets, net.................................................                  15,272,000            12,915,000
Notes receivable, employees.......................................                   1,317,000             1,346,000
Goodwill and other intangibles, net...............................                     152,000               157,000
Restricted cash...................................................                   4,365,000             4,365,000
Other assets......................................................                     529,000               529,000
                                                                               ---------------       ---------------

     Total assets.................................................             $    77,132,000       $    81,441,000
                                                                               ===============       ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable and accrued expenses..........................             $    11,323,000       $    10,104,000
   Current portion of deferred revenue............................                   6,738,000             5,821,000
   Current portion of long-term obligations.......................                   2,321,000             2,194,000
                                                                               ---------------       ---------------

     Total current liabilities....................................                  20,382,000            18,119,000
Deferred revenue..................................................                   3,033,000             3,618,000
Long-term obligations.............................................                   4,760,000             4,240,000
                                                                               ---------------       ---------------

     Total liabilities............................................                  28,175,000            25,977,000

Commitments

Stockholders' equity:

   Common stock, $0.01 par value; 50,000,000 shares authorized at
     March 31, 2002 and December 31, 2001; 19,612,826 shares issued
     and outstanding at March 31, 2002 and 19,433,928 shares issued
     at December 31, 2001.........................................                     196,000               194,000
   Additional paid-in capital.....................................                 141,731,000           141,384,000
   Accumulated deficit ...........................................                 (91,073,000)          (84,009,000)
   Deferred compensation..........................................                  (1,842,000)           (2,199,000)
   Accumulated other comprehensive (loss) income..................                     (55,000)               94,000
                                                                               ---------------       ---------------

     Total stockholders' equity...................................                  48,957,000            55,464,000
                                                                               ---------------       ---------------

     Total liabilities and stockholders' equity...................             $    77,132,000       $    81,441,000
                                                                               ===============       ===============


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
                                   STATEMENTS.

                                        3


                                   DYAX CORP.

          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                   (UNAUDITED)



                                                                 Three Months Ended
                                                                     March 31,
                                                         --------------------------------
                                                             2002               2001
                                                         ------------        ------------
                                                                       
     Revenues:
        Product revenues.........................        $  4,982,000        $  3,846,000
        Product development and license fee
          revenues...............................           3,904,000           3,222,000
                                                         ------------        ------------
     Total revenues..............................           8,886,000           7,068,000

     Operating expenses:
        Cost of products sold....................           2,172,000           1,768,000
        Research and development:
          Other research and development...                 7,467,000           3,962,000
          Noncash compensation...................             123,000             171,000
        Selling, general and administrative:
          Other selling, general and
          administrative.........................           5,995,000           5,250,000
          Noncash compensation...................             156,000             209,000
                                                         ------------        ------------

     Total operating expenses....................          15,913,000          11,360,000
                                                         ------------        ------------

     Loss from operations........................          (7,027,000)         (4,292,000)

        Other (expense) income, net..............             (37,000)            866,000
                                                         ------------        ------------

     Net loss....................................          (7,064,000)         (3,426,000)
                                                         ------------        ------------
     Other comprehensive loss:
        Foreign currency translation adjustments.            (149,000)           (157,000)
                                                         ------------        ------------
     Comprehensive loss..........................        $ (7,213,000)       $ (3,583,000)
                                                         ============        ============
     Basic and diluted net loss per share........        $       (.36)       $       (.18)
                                                         ============        ============
     Shares used in computing basic and diluted
        net loss per share.......................          19,560,357          19,099,185
                                                         ============        ============


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
                                   STATEMENTS.

                                        4


                                   DYAX CORP.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



                                                                                           Three Months Ended
                                                                                                March 31,
                                                                                 -------------------------------------
                                                                                      2002                   2001
                                                                                 --------------         --------------
                                                                                                  
Cash flows from operating activities:
   Net loss...........................................................           $   (7,064,000)        $   (3,426,000)
   Adjustments to reconcile net loss to net cash used in operating
     activities:
     Depreciation and amortization of fixed assets.....................                 579,000                288,000
     Amortization of goodwill and other intangibles....................                   5,000                222,000
     Compensation expenses associated with stock options...............                 279,000                380,000
   Changes in operating assets and liabilities:
     Accounts receivable...............................................                 124,000               (392,000)
     Inventories.......................................................                (372,000)              (390,000)
     Notes receivable, employees.......................................                  20,000                 85,000
     Other assets......................................................                  93,000                  1,000
     Accounts payable and accrued expenses.............................               1,461,000             (1,614,000)
     Deferred revenue..................................................                 334,000                187,000
                                                                                 --------------         --------------

Net cash used in operating activities..................................              (4,541,000)            (4,659,000)
                                                                                 --------------         --------------

Cash flows from investing activities:
   Purchase of fixed assets............................................              (5,308,000)              (854,000)
                                                                                 --------------           ------------

Cash flows from financing activities:
   Proceeds from the issuance of common stock and the exercise of stock
     options...........................................................                 427,000                147,000
   Proceeds from landlord for leasehold improvements...................               2,352,000                     --
   Proceeds from long-term obligations.................................               1,212,000                     --
   Repayment of long-term obligations..................................                (562,000)              (170,000)
                                                                                 --------------         --------------

Net cash provided by (used in) financing activities                                   3,429,000                (23,000)
Effect of foreign currency translation on cash balances................                (339,000)               (37,000)
                                                                                 --------------         --------------

Net decrease in cash and cash equivalents..............................              (6,759,000)            (5,573,000)
Cash and cash equivalents at beginning of the period...................              51,034,000             74,205,000
                                                                                 --------------         --------------

Cash and cash equivalents at end of the period.........................          $   44,275,000         $   68,632,000
                                                                                 ==============         ==============

Supplemental disclosure of cash flow information:
   Interest paid.......................................................          $      210,000         $       45,000
                                                                                 ==============         ==============
Supplemental disclosure of non cash investing and financing activities:
   Acquisition of property and equipment under long-term obligations...          $    1,212,000         $           --
                                                                                 ==============         ==============


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
                                   STATEMENTS.

                                        5


                                   DYAX CORP.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

1.        NATURE OF BUSINESS AND BASIS OF PRESENTATION

          Dyax Corp. (Dyax or the Company) is a biopharmaceutical company
principally focused on the discovery, development and commercialization of
therapeutic products. The Company uses a proprietary, patented method, known as
phage display, to identify a broad range of compounds with the potential for the
treatment of various diseases. The Company is using phage display technology to
build a broad portfolio of product candidates that it plans to develop and
commercialize itself or with others. On behalf of collaborators, the Company
also uses phage display technology to identify compounds that can be used in
therapeutics, diagnostic imaging, the development of research reagents, and in
purifying and manufacturing biopharmaceuticals and chemicals. The Company is
further leveraging its phage display technology through collaborations and
licenses that are structured to generate revenues through research funding,
license fees, technical and clinical milestone payments, and royalties. The
Company, through its Biotage subsidiary, develops, manufactures and sells
chromatography separations systems and products.

          The accompanying unaudited interim consolidated financial statements
have been prepared by the Company in accordance with accounting principles
generally accepted in the United States of America (GAAP) for interim financial
information and with the instructions to Form 10-Q. The consolidated financial
statements include the accounts of the Company and its subsidiaries. All
material intercompany balances and transactions have been eliminated. Certain
amounts from prior years have been reclassified in the accompanying unaudited
consolidated financial statements in order to be consistent with current year
classifications.

          The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect (i) the
reported amounts of assets and liabilities, (ii) disclosure of contingent assets
and liabilities at the dates of the financial statements and (iii) the reported
amounts of revenues and expenses during the reporting periods. Actual results
could differ from those estimates. The results of operations for the three-month
period ended March 31, 2002 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2002.

          It is management's opinion that the accompanying interim financial
statements reflect all adjustments (which are normal and recurring) necessary
for a fair presentation of the results for the interim periods. The financial
statements should be read in conjunction with the consolidated financial
statements included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2001.

2.        INVENTORY

          Inventories consist of the following:



                                                                  March 31,     December 31,
                                                                    2002            2001
                                                                ------------    ------------
                                                                          
                Raw materials............................       $  2,617,000    $  2,396,000
                Work in process..........................            402,000         237,000
                Finished products........................            616,000         634,000
                                                                ------------    ------------
                                                                $  3,635,000    $  3,267,000
                                                                ============    ============



                                        6


3.        ACCOUNTS PAYABLE AND ACCRUED EXPENSES

          Accounts payable and accrued expenses consist of the following:



                                                                  March 31,     December 31,
                                                                    2002            2001
                                                                ------------    ------------
                                                                          
                Accounts payable.............................   $  8,647,000    $  6,504,000
                Accrued compensation and related taxes.......      1,381,000       2,357,000
                Accrued warranty costs.......................        296,000         296,000
                Other accrued liabilities....................        999,000         947,000
                                                                ------------    ------------
                                                                $ 11,323,000    $ 10,104,000
                                                                ============    ============


4.        NET LOSS PER SHARE

          Net loss per share is computed under Statement of Financial Accounting
Standards ("SFAS") No. 128, Earnings Per Share. Basic net loss per share is
computed using the weighted average number of shares of common stock
outstanding. Diluted net loss per share does not differ from basic net loss per
share since potential common shares from the exercise of stock options are
antidilutive for all periods presented and therefore are excluded from the
calculation of diluted net loss per share.

          The following sets forth the computation of net loss per share:



                                                                       Three Months Ended
                                                                           March 31,
                                                                -------------------------------
                                                                     2002             2001
                                                                -------------     -------------
                                                                            
          Numerator: Net Loss..........................         $  (7,064,000)    $  (3,426,000)

          Denominator: Weighted average common shares,
             basic and diluted.........................            19,560,357        19,099,185
                                                                -------------     -------------
          Net loss per share: Basic and diluted........         $        (.36)    $        (.18)
                                                                =============     =============



          At March 31, 2002 and 2001, the following potentially dilutive common
shares were excluded because their effect was antidilutive:



                                                                             March 31,
                                                                -------------------------------
                                                                     2002             2001
                                                                -------------     -------------
                                                                                
          Stock options...............................              3,498,670         2,671,758


5.        COMPREHENSIVE LOSS

          Accumulated other comprehensive income (loss) is calculated as
follows:



                                                                     Three Months Ended
                                                                          March 31,
                                                                -------------------------------
                                                                   2002              2001
                                                                -------------     -------------
                                                                            
    Accumulated other comprehensive income (loss):
       Foreign currency translation adjustment:
            Balance at beginning of period.......               $      94,000     $     (27,000)
            Change during period.................                    (149,000)         (157,000)
                                                                -------------     -------------
            Balance at end of period.............               $     (55,000)    $    (184,000)
                                                                =============     =============


                                        7


6.        BUSINESS SEGMENTS

          The Company discloses business segments under SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information. Segment
data does not include allocations of corporate administrative costs to each of
its operating segments. The Company evaluates the performance of its segments
and allocates resources to them based on losses before corporate administrative
costs, interest and taxes.

          The Company has two reportable segments: (i) Separations and (ii)
Therapeutics/Diagnostics. The Separations segment develops, manufactures and
sells chromatography separations systems and products through the Company's
Biotage subsidiary. The Therapeutics/Diagnostics segment develops therapeutic
and diagnostic products using the Company's proprietary phage display
technology, licenses this proprietary technology to third parties and licenses
affinity ligands developed using the Company's phage display technology to third
parties for separations applications.

          The Company's reportable segments are strategic business units that
offer different products and services. They are managed separately because each
business requires different technologies and marketing strategies.

         The following table presents certain segment financial information and
the reconciliation of segment financial information to consolidated totals.



                                                                         Therapeutics/
      THREE MONTHS ENDED MARCH 31, 2002                Separations        Diagnostics             Total
                                                      --------------     --------------       -------------
                                                                                     
      Revenue from external customers.......           $  4,982,000       $   3,904,000       $   8,886,000
      Segment loss from operations..........           $   (358,000)      $  (4,636,000)      $  (4,994,000)
      Segment assets........................           $ 16,946,000       $   8,011,000       $  24,957,000




                                                                         Therapeutics/
      THREE MONTHS ENDED MARCH 31, 2001                Separations        Diagnostics             Total
                                                      --------------     --------------       -------------
                                                                                     
      Revenue from external customers.......           $  3,846,000       $   3,222,000       $   7,068,000
      Segment loss from operations..........           $   (743,000)      $  (1,145,000)      $  (1,888,000)
      Segment assets........................           $  9,046,000       $   4,162,000       $  13,208,000




                                                               Three Months Ended
                                                                   March 31,
                                                       --------------------------------
                                                            2002              2001
                                                       -------------      -------------
                                                                    
         RECONCILIATIONS:
            Loss from operations from reportable
              segments................................ $  (4,994,000)     $  (1,888,000)
              Unallocated amounts:
                 Corporate expenses...................    (2,033,000)        (2,404,000)
                 Other (expense) income, net..........       (37,000)           866,000
                                                       -------------      -------------
            Consolidated net loss..................... $  (7,064,000)     $  (3,426,000)
                                                       =============      =============


7.        GOODWILL AND OTHER INTANGIBLE ASSETS

          In June 2001, The Financial Accounting Standards Board (FASB) issued
SFAS No. 142, Goodwill and Other Intangible Assets. SFAS 142 requires that
ratable amortization of goodwill be replaced with periodic tests of the
goodwill's impairment and that intangible assets other than goodwill be
amortized over their useful lives. The provisions of SFAS 142 are effective for
fiscal years beginning after December 15, 2001. In accordance with SFAS 142, the
Company has ceased goodwill amortization during the quarter ended March 31, 2002
and will undertake a transitional goodwill impairment test prior to June 30,
2002. The impact of impairment, if any, of goodwill on the Company's financial
statements is not expected to be material. For the quarter ended March 31, 2001,
the Company's goodwill amortization expense was approximately $217,000. Pro
forma net loss for the quarter ended March 31, 2001 was $3.2 million excluding
goodwill amortization expense. Pro forma basic and diluted net loss per share
for the quarter ended March 31, 2001 was $0.17. Intangible assets other than
goodwill continue to be amortized over their remaining estimated useful lives.

                                        8


Goodwill and other intangibles consist of the following:



                                                   March 31,                      December 31,
                                                    2002                              2001
                                          --------------------------      -----------------------------
                                            Gross                            Gross
                                          Carrying      Accumulated         Carrying      Accumulated
                                           Amount       Amortization         Amount       Amortization
                                        ------------    ------------      ------------    -------------
                                                                              
        Goodwill...............         $  2,452,000    $  2,341,000      $  2,452,000    $   2,341,000
        Patent.................              100,000          78,000           100,000           76,000
        Covenant Not to Compete               75,000          56,000            75,000           53,000
                                        ------------    ------------      ------------    -------------
                                        $  2,627,000    $  2,475,000      $  2,627,000    $   2,470,000
                                        ============    ============      ============    =============


          Patents are amortized on a straight-line basis over a period of 15
years. The covenant not to compete is amortized on a straight-line basis over
five years. Amortization expense is not expected to be material to the Company's
financial position or operating results.

8.        RECENTLY ISSUED ACCOUNTING STANDARDS

          In June 2001, the Financial Accounting Standards Board (FASB) issued
SFAS 141, Business Combinations. SFAS 141 requires that all business
combinations be accounted for under the purchase method and that certain
acquired intangible assets in a business combination be recognized as assets
apart from goodwill. SFAS 141 is effective for all business combinations
initiated after June 30, 2001 and for all business combinations accounted for by
the purchase method for which the date of acquisition is after June 30, 2001.

          In August 2001, the FASB issued SFAS No. 143, Accounting for
Obligations Associated with the Retirement of Long-Lived Assets. The provisions
of SFAS 143 apply to all entities that incur obligations associated with the
retirement of tangible long-lived assets. SFAS 143 is effective for fiscal years
beginning after June 15, 2002 and will be adopted by the Company in fiscal year
2003. The Company does not expect the adoption of SFAS 143 to have a material
impact on its financial position or operating results.

          In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS 144 supersedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of and provides a single accounting model for long-lived assets to
be disposed of. SFAS 144 is effective for fiscal years beginning after December
15, 2001. The Company adopted SFAS 144 on January 1, 2002 with no significant
effects on the Company's financial position or operating results.

9.        COMMITMENTS AND CONTINGENCIES

          In connection with the construction of Biotage's new facility in
Charlottesville, Virginia, Biotage obtained a $4.25 million loan from a
commercial bank on April 24, 2002. Under terms of the loan agreement, interest
is payable monthly on the amount outstanding until completion of construction,
limited to a maximum of 16 months. On completion of construction, the loan will
convert to a term loan and will be repaid over 20 years with interest at between
5.83% and 7.00%. Interest will be fixed at 5.83% for the first five years and
will be adjusted once every five years thereafter, but may be adjusted earlier
if Biotage fails to maintain an average non-interest bearing compensating
balance of $750,000 at the lending bank. Biotage is required to advance the
first $1.25 million of construction costs prior to drawing down amounts on the
loan. $943,000 in construction costs were incurred during the three months ended
March 31, 2002. The Company expects construction to be completed by September
30, 2002. As of March 31, 2002, there were no amounts outstanding under the
loan.

          During 2001, the Company signed a capital lease agreement providing
for a lease facility for qualified fixed asset purchases. In the first quarter
of 2002,

                                        9


the Company sold to and leased back from the lessor $553,000 of laboratory,
production and office equipment under this lease facility. The lease facility
bears interest at a rate of 10.14% and is payable in 42 monthly installments.
The lessor has no obligation to fund any further amounts.

          In June 2001, the Company signed a ten-year lease with the
Massachusetts Institute of Technology (MIT) to lease 67,197 square feet of
space. Under terms of the lease, the Company is obligated to lease an additional
24,122 square feet by August 15, 2007 and has the option to extend the lease for
two additional five-year terms. The Company was required to provide the lessor
with a letter of credit in the amount of $4,279,000, which may be reduced after
the fifth year of the lease term. This amount is included as restricted cash on
the Company's balance sheet. The Company is eligible for a loan from MIT
totaling $2.4 million to be used for leasehold improvements. In the first
quarter of 2002, the Company received $659,000 under this loan, which was
included in long-term obligations on the Company's balance sheet. The loan bears
interest at a rate of 12.00% and is payable in 119 equal monthly installments
through February 2012.

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

          The discussion in this item and elsewhere in this report contains
forward-looking statements involving risks and uncertainties that could cause
actual results to differ materially from those expressed in the forward-looking
statements. These risks and uncertainties include those described under
"Important Factors That May Affect Future Operations and Results" below.

OVERVIEW

          We are a biopharmaceutical company principally focused on the
discovery, development and commercialization of therapeutic products. Two of our
product candidates are in early stage clinical trials and we are preparing to
begin clinical trials for one of these candidates in a second indication. We use
a proprietary, patented method, known as phage display, to identify a broad
range of compounds with potential for the treatment of various diseases. We are
using phage display technology to build a broad portfolio of product candidates
that we plan to develop and commercialize either ourselves or with others. On
behalf of collaborators, we also use phage display technology to identify
compounds that can be used in therapeutics, diagnostic imaging, the development
of research reagents, and in purifying and manufacturing biopharmaceuticals and
chemicals. We are further leveraging our phage display technology through
collaborations and licenses that are structured to generate revenues through
research funding, license fees, technical and clinical milestone payments, and
royalties.

          We also develop, manufacture and sell chromatography separations
systems and products through our Biotage subsidiary. We are a leading developer,
manufacturer and supplier of chromatography separations systems that use
disposable cartridges to separate and purify pharmaceuticals being produced for
research and clinical development.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2002 AND 2001

          Total revenues for the three month period ended March 31, 2002 (the
"2002 Quarter") were $8.9 million, compared with $7.1 million for the three
month period ended March 31, 2001 (the "2001 Quarter"), an increase of $1.8
million or 26%. Product revenues and product development and license fee
revenues accounted for 56% and 44%, respectively, of our total revenues in the
2002 Quarter, as compared with 54% and 46% in the 2001 Quarter. Product revenues
increased to $5.0 million in the 2002 Quarter from $3.8 million in the 2001
Quarter, an increase of $1.1 million or 30%. The increase in product revenues
was primarily due to increased unit sales in Biotage's drug discovery
purification consumables business, particularly revenues from its Horizon
product that was launched in the third quarter of 2001.

                                       10


          Product development and license fee revenues increased to $3.9 million
for the 2002 Quarter from $3.2 million for the 2001 Quarter, an increase of
$682,000 or 21%. This increase was primarily due to higher revenue under our
DX-890 collaboration, representing reimbursements due from a collaborative
partner for our cost of drug manufacture. This increase was partly offset by a
decrease in patent licensing revenue.

          Deferred revenue as of March 31, 2002 increased by $332,000 from
December 31, 2001. This increase was primarily due to the timing of revenue
invoicing under our patent and license fee agreements. Patent and license fee
revenues are generally invoiced annually on the anniversary dates of the
agreements, and a significant number of the agreements' anniversary dates occur
during the first quarter. Deferred revenue is recognized as revenue over future
periods and in accordance with Staff Accounting Bulletin No. 101.

          Cost of products sold for the 2002 Quarter was $2.2 million compared
to $1.8 million for the 2001 Quarter, an increase of $404,000 or 23%. The cost
of products sold as a percentage of product sales decreased to 44% in the 2002
Quarter from 46% for the 2001 Quarter. This was mainly due to a favorable
product mix in the 2002 Quarter compared with the 2001 Quarter, spreading
relatively fixed manufacturing overhead costs over an increased revenue base and
increased sales by Biotage's foreign subsidiaries.

          Research and development expenses for the 2002 Quarter were $7.6
million, compared with $4.1 million for the 2001 Quarter, an increase of $3.5
million or 84%. The increase resulted primarily from increased compound
manufacturing and related expenditures for clinical trials, salaries and fringe
expenses. These increases were partially offset by a decrease in non cash
compensation as a result of continued amortization of deferred compensation.

          Selling, general and administrative expenses increased to $6.2 million
for the 2002 Quarter compared to $5.5 million for the 2001 Quarter, an increase
of $692,000 or 13%. The increase was primarily due to increased professional
fees related to expanding and protecting our intellectual property, higher
facilities costs and selling and marketing expenses at Biotage as we expand our
sales capabilities. These increases were partially offset by a decrease in non
cash compensation as a result of continued amortization of deferred
compensation.

          Other expense/income was a net expense of $37,000 for the 2002 Quarter
compared to income of $866,000 for the 2001 Quarter. Interest income decreased
due to lower cash and cash equivalent balances and lower interest rates.
Interest expense increased due to additional long-term debt obligations.

          Our net loss for the 2002 Quarter was $7.1 million compared to $3.4
million for the 2001 Quarter.

LIQUIDITY AND CAPITAL RESOURCES

          Through March 31, 2002, we have funded our operations principally
through the sale of equity securities, which have provided aggregate net cash
proceeds since inception of approximately $132.1 million, including net proceeds
of $62.4 million from our August 2000 initial public offering. We have also
generated funds from product sales, product development and license fee
revenues, interest income and other sources. As of March 31, 2002, we had cash
and cash equivalents of approximately $44.3 million, a decrease of approximately
$6.8 million from December 31, 2001. We invest excess cash in U.S. Treasury
obligations.

          Our operating activities used cash of $4.5 million and $4.7 million
for the 2002 and 2001 Quarters, respectively. The use of cash in both periods
resulted primarily from losses from operations and changes in our working
capital accounts, net of depreciation, amortization and non cash compensation
expense.

          Our investing activities used cash of $5.3 million and $854,000 for
the 2002 and 2001 Quarters, respectively. Our investing activities consisted
of purchases of fixed assets. We estimate that we will invest an additional
$3.5 million in the remaining nine months of 2002 for leasehold improvements
to satisfy facility requirements for our research

                                       11


activities. Additionally, our Biotage subsidiary will continue construction on a
51,000 square foot facility in Charlottesville, Virginia at a cost of
approximately $4.0 million to $6.0 million, which will be financed partially
through debt. On April 24, 2002, Biotage obtained a $4.25 million loan with a
bank.

          Our financing activities provided cash of $3.4 million for the 2002
Quarter and used cash of $23,000 for the 2001 Quarter. Our financing activities
for the 2002 Quarter consisted of proceeds from: landlord for leasehold
improvements, borrowings under long-term obligations, the exercise of stock
options and the sale of common stock under our employee stock purchase plan.
These proceeds were partly offset by repayments of long-term obligations. Our
financing activities for the 2001 Quarter consisted primarily of proceeds from
the exercise of stock options offset by repayments of long-term obligations.

          Under the lease signed with MIT in June 2001, we are entitled to
reimbursement by MIT of up to $2.4 million in costs relating to certain
leasehold improvements. During the 2002 Quarter, we received the entire $2.4
million and applied it as a reduction to the purchase of leasehold improvements.
Also under the lease, we are eligible for a loan totaling $2.4 million for
leasehold improvements. In the first quarter of 2002, we received $659,000 under
this loan, which was included in the balance sheet as long-term obligations. MIT
is obligated to fund the remaining $1.7 million on this loan. The loan bears
interest at a rate of 12.00% and is payable in 119 equal monthly installments
ending in February 2012.

          We have financed fixed asset purchases through capital leases and
debt. Capital lease obligations are collateralized by assets under lease.
Other debt obligations are collateralized by a stand-by letter of credit for
the amount financed. If at the end of any quarter our unrestricted cash is
less than the greater of $25.0 million or annualized cash needs, we must
provide to a lender an irrevocable letter of credit in the amount equal to
the amount of leasehold improvements financed by that lender, which was $2.9
million at March 31, 2002. Annualized cash needs are determined by
multiplying cash used in operations for the most recently ended quarter by
four. We believe that we will be able to obtain funding for our future fixed
asset purchases through existing or alternative lenders. If we cannot obtain
additional funding we will have to use our existing cash and cash equivalents
to fund future fixed asset purchases.

          We currently have a $3.0 million loan facility available from Genzyme
Corporation that was established as part of a collaboration for the research and
development of DX-88. Interest would accrue at a rate of one percent over the
prime rate. There are currently no amounts outstanding under this facility.

OUTLOOK

          For the remainder of 2002, we anticipate that total revenues should
increase by approximately 18% to 22%. We expect cost of products sold as a
percentage of product revenues to decline, driven primarily by our program of
leveraging suppliers, growth in quantity buying and the market's acceptance of
our higher margin Horizon systems. Also, in late 2001, we implemented a Material
Resource Planning system, which should improve factory productivity and material
planning. Research and development expenses are expected to rise approximately
75% to 100% in 2002 due to expansion of our laboratory facilities, continued
progress of our clinical trials and expanded development of our preclinical
pipeline. Growth in selling, general and administrative expenses is expected to
be approximately 10% to 15%.

          As of March 31, 2002, we had two product candidates in clinical
trials. DX-88 is in a phase II trial for hereditary angioedema and DX-890 is
in a Phase II(a) trial for cystic fibrosis. We expect patient enrollment in
both of these trials to be completed during 2002. We expect to incur
significant additional costs in the development of these compounds.

     We believe that existing cash and cash equivalents plus anticipated cash
flow from product revenues and collaborations will be sufficient to support our
current operating plans through 2002. We expect net spending to be approximately
$13.0 to $18.0 million during the remaining nine months of 2002. We anticipate
that we will

                                       12


need to raise additional capital to fund our operations and we may raise such
capital through the sale of equity or through debt financing. The sale of equity
or issuance of debt may result in dilution to our stockholders, and we cannot be
certain that additional financing will be available in amounts or on terms
acceptable to us, if at all. If we are unable to obtain additional financing, we
may be required to reduce the scope of our planned research, development and
commercialization activities, which could harm our financial condition and
operating results.

CRITICAL ACCOUNTING POLICIES

          In the Company's Form 10-K for the year ended December 31, 2001, the
Company's most critical accounting policies and estimates upon which our
financial status depends upon were identified as those relating to inventories,
allowance for doubtful accounts, valuation of long-lived and intangible assets,
revenue recognition and litigation claims. We reviewed our policies and
determined that those policies remain our most critical accounting policies for
the quarter ended March 31, 2002. We did not make any changes in those policies
during the quarter.

IMPORTANT FACTORS THAT MAY AFFECT FUTURE OPERATIONS AND RESULTS

          This Quarterly Report on Form 10-Q contains forward-looking
statements. These forward-looking statements appear principally in the section
entitled "Management's Discussion and Analysis of Financial Conditions and
Results of Operations." Forward-looking statements may appear in other sections
of this report as well. Generally, the forward-looking statements in this report
use words like "expect," "believe," "continue," "anticipate," "estimate," "may,"
"will," "could," "should," "opportunity," "future," "project," and similar
expressions.

          The forward-looking statements include statements about our:
          -    results of operations;
          -    research and development programs;
          -    clinical trials; and
          -    collaborations.

          Statements that are not historical facts are based on our current
expectations, beliefs, assumptions, estimates, forecasts and projections for our
business and the industry and markets in which we compete. The forward-looking
statements contained in this report are not guarantees of future performance and
involve certain risks, uncertainties and assumptions that are difficult to
predict. Therefore, actual outcomes and results may differ materially from what
is expressed in such forward-looking statements. We caution investors not to
place undue reliance on the forward-looking statements contained in this report.
These statements speak only as of the date of this report, and we do not
undertake any obligation to update or revise them, except as required by law.

          The following factors, among others, create risks and uncertainties
that could affect our future or other performance:

          -    our history of operating losses and our expectation that we will
               incur significant additional operating losses;
          -    any inability to raise the capital that we will need to sustain
               our operations;
          -    any inability to successfully and expeditiously complete the
               rigorous clinical trials and regulatory approvals that any
               biopharmaceutical or diagnostic product candidates that we
               develop must undergo, which could substantially delay or prevent
               their development or marketing;
          -    our dependence on third parties to manufacture
               biopharmaceuticals, which may adversely affect our ability to
               commercialize any biopharmaceuticals we may develop;
          -    our lack of experience in conducting clinical trials, regulatory
               processes, and conducting sales and marketing activities, any or
               all of
                                       13


               which may adversely impact our ability to commercialize any
               biopharmaceuticals we may develop;
          -    our dependence on the expertise, effort, priorities and
               contractual obligations of our collaborators, any changes in our
               collaborators' business direction or priorities or defaults in
               their obligations may have an adverse impact on our research
               revenues and ultimately our license revenues and expenses;
          -    any failure by us or our collaborators to gain market acceptance
               of our biopharmaceuticals;
          -    competition and technological change that may make our potential
               products and technologies less attractive or obsolete;
          -    any inability to obtain and maintain intellectual property
               protection for our products and technologies;
          -    time consuming and expensive proceedings to obtain, enforce or
               defend patents and to defend against charges of infringement that
               may result in unfavorable outcomes and could limit our patent
               rights and our activities;
          -    significant fluctuations in our revenues and operating results,
               which have occurred in the past and which we expect to continue
               to fluctuate in the future;
          -    any loss or inability to hire and retain qualified personnel;
          -    difficulties in managing our growth;
          -    our dependence on one supplier for a key component in our
               separations products;
          -    risks associated with international sales and operations and
               collaborations;
          -    failure to acquire technology and integrate complementary
               businesses;
          -    our common stock may continue to have a volatile public trading
               price and low trading volume; and
          -    anti-takeover provisions in our governing documents and under
               Delaware law and our shareholder rights plan that may make an
               acquisition of us more difficult.

          As a result of the foregoing and other factors, we may experience
material fluctuations in our future operating results, which could materially
affect our business, financial position, and stock price. These risks and
uncertainties are discussed in more detail in Exhibit 99.1 entitled, "Important
Factors Affecting Future Operations and Results" filed with our Annual Report on
Form 10-K for the year ended December 31, 2001.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Our exposure to market risk is confined to our cash and cash equivalents.
We place our investments in high-quality financial instruments, primarily U.S.
Treasury funds, which we believe are subject to limited credit risk. We
currently do not hedge interest rate exposure. As of March 31, 2002, we had cash
and cash equivalents of $44.3 million consisting of cash and highly liquid,
short-term investments. Our short-term investments will decline by an immaterial
amount if market interest rates increase, and therefore, our exposure to
interest rate changes is immaterial. Declines of interest rates over time will,
however, reduce our interest income from our short-term investments. Our
outstanding capital lease obligations are all at fixed interest rates and
therefore have minimal exposure to changes in interest rates.

     Most of our transactions are conducted in U.S. dollars. We have
collaboration and technology license agreements, and product sales with
parties located outside the United States. Transactions under certain other
agreements are conducted in local foreign currency. If exchange rates undergo
a change of up to 10%, we do not believe that it would have a material impact
on our results of operations or cash flows.

PART II - OTHER INFORMATION

ITEM 2 - Use of Proceeds from Registered Securities

                                       14


          On August 14, 2000 the Securities and Exchange Commission declared
effective our Registration Statement on Form S-1 (File No. 333-37394) in
connection with the initial public offering of our common stock. On August 18,
2000, we sold 4,600,000 shares of common stock (including 600,000 shares
pursuant to the exercise by the underwriters of their overallotment option) at a
price of $15.00 per share to the underwriters. We received proceeds in the
initial public offering of approximately $62.4 million, net of underwriter
commissions of approximately $4.8 million and other offering costs of
approximately $1.8 million. No payments were made to directors, officers or
affiliates of the Company or to 10% owners of any class of our equity securities
in connection with the offering. From August 18, 2000 through March 31, 2002, we
used approximately $20.9 million to fund operating activities and $14.2 million
for the purchase of fixed assets. The remaining proceeds were held in cash and
cash equivalents.


ITEM 6 - Exhibits and Reports on Form 8-K

      (a) - Exhibits

             See the Exhibit Index immediately following the signature page to
      this report, which Exhibit Index is incorporated herein by reference.

      (b) - Reports on Form 8-K

             No reports on Form 8-K were filed during the quarter for which this
      report is filed.

                                       15


                                   DYAX CORP.

                                   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.

                                         DYAX CORP.

Date: May 14, 2002                       /s/ STEPHEN S. GALLIKER
                                         ----------------------------------
                                         Executive Vice President, Finance
                                         and Administration, and Chief
                                         Financial Officer

                                       16


                                   DYAX CORP.

                                  EXHIBIT INDEX

EXHIBIT NO.                             DESCRIPTION

3.1                 Restated Certificate of Incorporation of the Company. Filed
                    as Exhibit 3.1 to the Company's Quarterly Report on Form
                    10-Q (File No. 000-24537) for the quarter ended September
                    30, 2000 and incorporated herein by reference.

3.2                 Amended and Restated By-laws of the Company. Filed as
                    Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q
                    (File No. 000-24537) for the quarter ended September 30,
                    2000 and incorporated herein by reference.

3.3                 Certificate of Designations Designating the Series A Junior
                    Participating Preferred Stock of the Company. Filed as
                    Exhibit 3.1 to the Company's Current Report on Form 8-K
                    (File No. 000-24537) and incorporated herein by reference.

3.4                 Certificate of Correction to the Restated Certificate of
                    Incorporation of the Company. Filed as Exhibit 3.4 to the
                    Company's Amendment No. 1 to the Annual Report on Form
                    10-K/A (File No. 000-24537) and incorporated herein by
                    reference.

10.1                Master Lease Agreement and related documents between the
                    Company and General Electric Capital Corporation dated as of
                    May 1, 2002. Filed herewith.

10.2                Loan Agreement and related documents, relative to $4,250,000
                    Industrial Revenue Bond financing dated as of May 1, 2001,
                    among the Company, the Industrial Development Authority of
                    Albemarle County, Virginia and Virginia National Bank. Filed
                    herewith.

                                       17