This is a confirming electronic copy of the Form 10-C
                        filed manually on May 24, 1995.

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-C

                    REPORT BY ISSUER OF SECURITIES QUOTED ON
                      NASDAQ INTERDEALER QUOTATION SYSTEM
                     FILED PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                      AND RULE 13a-17 OR 15d-17 THEREUNDER


                            OXIS INTERNATIONAL, INC.
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                 (EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER)


             6040 N. Cutter Circle, Suite 317, Portland, OR  97217
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                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

Issuer's telephone number, including area code:   (503) 283-3911
                                                 -----------------

                  I.   CHANGE IN NUMBER OF SHARES OUTSTANDING

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

1.  Title of security    Common Stock
                     -----------------------------------------------------------

2.  Number of shares outstanding before the change     9,322,762
                                                  ------------------------------

3.  Number of shares outstanding after the change        10,590,387
                                                 -------------------------------

4.  Effective date of change        May 19, 1995
                            ----------------------------------------------------

5.  Method of change:  Specify method (such as merger, acquisition, exchange,
    distribution, stock split, reverse split, acquisition of stock for treasury,
    etc.)

       Issuance and Sale of Common Stock in Private Placement
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Give brief description of transaction:   On May 17, 1995 and May 19, 1995, OXIS
International, Inc. ("OXIS") sold 1,227,625 shares of its Common Stock in a
private placement to offshore investors for an aggregate consideration of
$2,037,860.  The Common Stock sold has not been registered under the Securities
Act of 1933, and may not be re-offered or re-sold absent registration under the
Securities Act or available exemptions from such registration requirements.

 
On May 17, 1995, 40,000 shares of the Company's Series A Preferred Stock
automatically converted to Common Stock in accordance with the terms of the
Certificate of Designation of the Company's Series A Preferred Stock.

 
                                   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.

                              OXIS International, Inc.



Date:   May 23, 1995                  By:       /s/  Ray R. Rogers         
            ---                                 --------------------         
                                                Name:  Ray R. Rogers         
                                                Title:  Chairman of the Board