<PAGE>

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q

 |X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
           Act of 1934 For the quarterly period ended March 31, 2001

                                       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: 0-12177

                           BIONOVA HOLDING CORPORATION

             (Exact name of registrant as specified in its charter)

               Delaware                                    75-2632242
     (State or other jurisdiction                       (I.R.S. Employer
   of incorporation or organization)                   Identification No.)


      6701 San Pablo Avenue
     Oakland, California                                       94608
   (Address of principal executive offices)                  (Zip Code)

                                 (510) 547-2395
              (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
    ---     ---

      As of May 9, 2001, 23,588,031 shares of common stock, par value $0.01 per
share, of Bionova Holding Corporation were outstanding.

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                           BIONOVA HOLDING CORPORATION
                      UNAUDITED CONSOLIDATED BALANCE SHEET
                            THOUSANDS OF U.S. DOLLARS
                      (EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                 -------------------------
                                                                                   March 31,  December 31,
                                                                                     2001        2000
                                                                                 -------------------------
<S>                                                                              <C>          <C>
ASSETS

Current assets:
  Cash and cash equivalents ..................................................   $     229    $     233
  Accounts receivable, net ...................................................       1,378        1,683
  Net assets of discontinued operations (see note 3) .........................      64,426       60,552
  Inventories, net ...........................................................         346          352
  Other current assets .......................................................         138          215
                                                                                 ---------    ---------
  Total current assets .......................................................      66,517       63,035
Property, plant and equipment, net ...........................................         950          932
Patents and trademarks, net ..................................................      14,329       14,765
Goodwill, net ................................................................       8,014        8,144
Other assets .................................................................          68           65
                                                                                 ---------    ---------
Total assets .................................................................   $  89,878    $  86,941
                                                                                 =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses ......................................   $   2,672    $   3,388
  Accounts due to related parties ............................................       3,374          477
  Advances towards sale of discontinued operations (see note 3) ..............      64,426       60,552
                                                                                 ---------    ---------
   Total current liabilities .................................................      70,472       64,417
Contingencies (see note 8)
Stockholders' equity:
  Preferred stock, $0.01 par value, 5,000 shares authorized, 200 shares issued
  and outstanding at March 31, 2001 and December 31,
  2000 (liquidation value of $10,000 per share) ..............................          --           --
  Common stock, $0.01 par value, 50,000,000 shares
  authorized, 23,588,031 shares issued and outstanding at March 31, 2001 and
  December 31, 2000...........................................................         236          236
  Additional paid-in capital .................................................     165,023      168,897
  Accumulated deficit ........................................................    (145,853)    (146,609)
                                                                                 ---------    ---------
  Total stockholders' equity .................................................      19,406       22,524
                                                                                 ---------    ---------
Total liabilities and stockholders' equity ...................................   $  89,878    $  86,941
                                                                                 =========    =========
</TABLE>

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

                                       2


<PAGE>

                           BIONOVA HOLDING CORPORATION
                 UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
                        AND COMPREHENSIVE INCOME AND LOSS
                            THOUSANDS OF U.S. DOLLARS
                           (EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                               March 31,
                                                                                   ----------------------------
                                                                                           2001            2000
                                                                                   ------------    ------------
<S>                                                                                <C>             <C>
Total revenues .................................................................   $        595    $      1,493
                                                                                   ------------    ------------
Selling and administrative expenses ............................................          1,190           1,377
Research and development expenses ..............................................          1,635           1,538
Amortization of goodwill, patents and trademarks ...............................            566             502
                                                                                   ------------    ------------
                                                                                          3,391           3,417
                                                                                   ------------    ------------

Operating loss .................................................................         (2,796)         (1,924)
                                                                                   ------------    ------------

Interest expense ...............................................................            (79)         (3,760)
Interest income ................................................................              5             152
                                                                                   ------------    ------------
                                                                                            (74)         (3,608)
                                                                                   ------------    ------------

Loss from continuing operations before discontinued
operations .....................................................................         (2,870)         (5,532)


Discontinued operations:
  Income (loss) from operations of fresh produce
  business .....................................................................          3,626          (4,148)
                                                                                   ------------    ------------

Net income (loss) ..............................................................            756          (9,680)

Other comprehensive income (loss) net of tax:
    Foreign currency translation adjustments ...................................             --              --
                                                                                   ------------    ------------

Comprehensive income (loss) ....................................................   $        756    $     (9,680)
                                                                                   ------------    ------------

Loss per share from continuing operations ......................................   $      (0.12)          (0.23)
Income (loss) per share from discontinued
operations .....................................................................           0.15           (0.18)
                                                                                   ------------    ------------
Net income (loss) per share - basic and diluted ................................   $       0.03    $      (0.41)
                                                                                   ------------    ------------

Weighted average number of common shares
outstanding.....................................................................     23,588,031      23,588,031
</TABLE>

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

                                       3


<PAGE>

                           BIONOVA HOLDING CORPORATION
                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
                            THOUSANDS OF U.S. DOLLARS

<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                               March 31,
                                                                                   ----------------------------
                                                                                           2001            2000
                                                                                   ------------    ------------
<S>                                                                                <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) ..............................................................   $        756    $     (9,680)
Items not affecting cash:
  Depreciation .................................................................             60              60
  Amortization of goodwill, patents and trademarks .............................            566             502
Net changes (exclusive of subsidiaries acquired or divested) in:
  Accounts receivable and advances to growers, net .............................            305          (2,331)
  Inventories ..................................................................              6              --
  Net assets of discontinued operations ........................................         (3,874)          4,182
  Other assets .................................................................             74           7,593
  Accounts payable and accrued expenses ........................................           (716)           (136)
                                                                                   ------------    ------------

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES ............................         (2,823)            190
                                                                                   ------------    ------------

CASH FLOWS USED IN INVESTING ACTIVITIES
  Purchases of property, plant and equipment ...................................            (82)             (9)
  Proceeds from sale of property, plant and equipment ..........................              4              --
                                                                                   ------------    ------------
NET CASH USED IN INVESTING ACTIVITIES ..........................................            (78)             (9)
                                                                                   ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Accounts due to related parties ................................................          2,897            (192)
                                                                                   ------------    ------------

NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES .....................................................................          2,897            (192)
                                                                                   ------------    ------------

Net increase (decrease) in cash and cash equivalents ...........................             (4)            (11)
Cash at beginning of year ......................................................            233             207
                                                                                   ------------    ------------
Cash at end of period ..........................................................   $        229    $        196
                                                                                   ------------    ------------

</TABLE>

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

                                       4

<PAGE>


                           BIONOVA HOLDING CORPORATION

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001

NOTE 1 - BASIS OF PRESENTATION

         For operating and financial reporting purposes, the Company
historically has classified its business into three fundamental areas: (1)
FARMING, which consists principally of interests in 100% Company-owned fresh
produce production facilities and joint ventures or contract growing
arrangements with other growers; (2) DISTRIBUTION, consisting principally of
interests in sales and distribution companies in Mexico, the United States, and
Canada; and (3) RESEARCH AND DEVELOPMENT (OR TECHNOLOGY), consisting of business
units focused on the development of fruits and vegetables and intellectual
properties associated with these development efforts. IF THE SALE OF THE FRESH
PRODUCE BUSINESS IS APPROVED, THE COMPANY WILL SELL THE SUBSIDIARIES ENGAGED IN
THE FARMING AND DISTRIBUTION BUSINESSES AND WILL RETAIN ONLY THE RESEARCH AND
DEVELOPMENT BUSINESS. Therefore, the Farming and Distribution segments have been
reclassified as discontinued operations. The Company's sole business segment now
consists of its Research and Development business.

         In management's opinion, the accompanying unaudited consolidated
financial statements for Bionova Holding for the three month period ended March
31, 2001 and 2000 have been prepared in accordance with generally accepted
accounting principles for interim financial statements and include all
adjustments (consisting only of normal recurring accruals) that the Company
considers necessary for a fair presentation of its financial position, results
of operations, and cash flows for such periods. However, the accompanying
financial statements do not contain all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. The accompanying unaudited financial statements should be read in
conjunction with the Company's audited financial statements and notes thereto
presented in its 2000 10-K for the fiscal year ended December 31, 2000.
Footnotes which would substantially duplicate disclosures in the Company's
audited financial statements for the fiscal year ended December 31, 2000
contained in the 2000 10-K report have been omitted. The interim financial
information contained herein is not necessarily indicative of the results to
be expected for any other interim period or the full fiscal year ending
December 31, 2001.

GOING CONCERN

         The Company incurred a net loss of $42.1 million and an operating cash
flow deficiency of $22.1 million for the year ended December 31, 2000. The loss
in fiscal year 2000 included a significant loss from discontinued operations,
but also stemmed from significant research and development expenditures,
administrative expenses and financing expenses associated with the Company's
highly leveraged financial position. The Company also sustained significant
operating losses and operating cash flow deficiencies in 1999 and 1998.
Although the Company had net income of $0.8 million in the quarter ended
March 31, 2001, the Company used $2.8 million of cash in operations in this
same quarter and management anticipates the Company will incur a net loss and
an operating cash flow deficiency for the year ending December 31, 2001. Due
to the continuing losses and operating cash flow deficiencies, there is
substantial doubt about the Company's ability to continue as a going concern.

         Management has been and is continuing to address the Company's
financial condition by selling assets, exiting the fresh produce business, and
by reaching an agreement with its parent company, Savia, to capitalize all
advances Savia made to the Company in 2000 (other than those advances that will
be paid for by the sale of the fresh produce business to Savia) and advances it
will make to the Company in 2001 to support operations. These actions were taken
to (i) eliminate the sizable payment that would have been due on the advances by
Savia in March 2002 that in all likelihood the Company would not have been able
to meet, (ii) to reduce future volatility in earnings and cash requirements
emanating from the cyclical and unpredictable nature of the farming operations
of the fresh produce business and the vulnerability of this business to highly
volatile market prices, and (iii) to enable the Company to concentrate on its
technology business.

                                       5

<PAGE>


         There can be no assurance that these actions will result in sufficient
working capital to significantly improve the Company's current financial
position or its results of operations. The Company also is dependent on Savia to
meet its commitments under the Cash Support Agreement, which is in doubt due to
recent declines in Savia's financial position and the significant debt
obligations it must service. While the Company is actively seeking to develop
alternative sources of funding, there can be no assurance the Company will be
able to meet its obligations in 2001 nor secure funds beyond the 2001 calendar
year.

         The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

NOTE 2 - NET LOSS PER COMMON SHARE

         The weighted average number of common shares outstanding during the
three month periods ended March 31, 2001 and 2000 was 23,588,031.

         The following table sets forth the potential shares of common stock
that are not included in the diluted net income or loss per share
attributable to common stockholders because to do so would be anti-dilutive
for the periods indicated (in thousands):

<TABLE>
<CAPTION>

                                                                   (THOUSANDS OF SHARES)
                                                                 -----------------------
                                                                         MARCH 31
                                                                 -----------------------
                                                                   2001             2000
                                                                 -----------------------
<S>                                                              <C>                <C>
Effect of dilutive securities:
    Convertible preferred stock outstanding                      23,156               --
    Stock options outstanding                                       326              362
    Warrants outstanding                                             --              407
</TABLE>

NOTE 3 - DISCONTINUED OPERATIONS

         On December 28, 2000 Bionova Holding Corporation (" the Company") and
its parent company, Savia, S.A. de C.V., entered into a Purchase Agreement to
which Savia's subsidiary, Bionova International, Inc. is also a party. Among
other commitments and conditions the Company agreed to sell its fresh produce
farming and distribution business segments ("fresh produce business"), including
all of the debt and liabilities of the business, to Savia for $48 million. The
purchase price for the business will be paid by the application of $48 million
of advances previously made by Savia to the Company. Also, on December 29, 2000
the Company issued 200 shares of convertible preferred stock to Bionova
International for $63.7 million, which was paid through the application of all
of the remaining outstanding advances previously made by Savia to the Company
(other than the $48 million which will be retired upon the sale of the fresh
produce business). These 200 shares of preferred stock are convertible into
23,156,116 shares of common stock (a conversion ratio based on $2.75 per
share) at any time after adoption and filing by the Company of a charter
amendment increasing the authorized number of shares of Common Stock to at
least 70,000,000.

         For accounting purposes, the sale of the fresh produce business and
the sale of the Series A convertible preferred stock were accounted for as
transactions between entities under common control. No gain or loss is
recognized on the transactions as any differences between cash received and
assets transferred to the parent are treated as capital contributions or
distributions. Accordingly, the Company accounted for the $111.7 million in
cash received (in the form of advances retired) from Savia and its
subsidiary, Bionova International, Inc., as follows:

1.  The sale of the fresh produce business was accounted for at historical
    cost, and $64.4 million of the proceeds have been included as advances
    towards the sale of discontinued operations on the balance sheet.

2.  The sale of Series A convertible preferred stock was recorded at $34.7
    million, which represents the market value of the common stock on
    December 29, 2000, the date of the transaction, into which the Series A
    convertible preferred shares may be converted.

3.  The remaining $12.6 million was accounted for as an additional capital
    contribution.

         In addition, the Company accrued interest expense totaling $9.9 million
related to the advances from Savia and its subsidiary, Bionova International,
Inc., from April 13 through December 29, 2000. As a result of these
transactions, the interest is not payable and the reversal of accrued interest
was accounted for as an additional capital contribution.

         The effective date of December 29, 2000 is the measurement date
referred to when discussing the results of operations of this business elsewhere
in this Form 10-Q.

         The presentation of the discontinued operations includes segregation of
the operating results in the Consolidated Statement of Operations and
Comprehensive Income and Loss for the quarters ended March 31, 2001 and 2000.
The net assets and cash flows of the discontinued operations are segregated in
the Consolidated Balance Sheet at March 31, 2001 and December 31, 2000 and in
the Consolidated

                                       6

<PAGE>


Statement of Cash Flows for the quarters ended March 31, 2001 and 2000.
Accordingly, the revenues, costs and expenses, assets and liabilities and
cash flows of these discontinued operations have been excluded from the
respective captions in the Consolidated Statement of Operations and
Comprehensive Income and Loss, Consolidated Balance Sheet and Consolidated
Statement of Cash Flows and have been reported as "Loss from operations of
fresh produce business," "Net assets of discontinued operations," and as "Net
changes in: Net assets of discontinued operations" for the periods noted
above. The results of discontinued operations do not include any interest
expense or management fees allocated by the Company. Data presented for
earnings per share reflect the reclassification of the discontinued
operations.

         The results of the discontinued operations through the appropriate
measurement dates are summarized as follows (in thousands of dollars):

<TABLE>
<CAPTION>

                                                                 FARMING        DISTRIBUTION        TOTAL
                                                                 -------        ------------       -------
<S>                                                              <C>            <C>                 <C>

QUARTER ENDED MARCH 31, 2001
----------------------------
Revenues......................................................   $   406           $  65,242        $65,648
Income before provision for income taxes......................     1,599               2,899          4,498
Income tax expense............................................        --                (427)          (427)
Income from operations, net of income taxes
  and minority interest.......................................     1,195               2,431          3,626
Net income....................................................     1,195               2,431          3,626

QUARTER ENDED MARCH 31, 2000
----------------------------
Revenues......................................................   $   196           $  55,564        $55,760
Income (loss) before provision for income taxes...............    (5,778)              1,238         (4,540)
Income tax expense............................................        --                (112)          (112)
Income (loss) from operations, net of
  income taxes and minority interest..........................    (5,375)              1,226         (4,149)
Net income (loss).............................................    (5,375)              1,226         (4,149)
</TABLE>

         For financial reporting purposes, the assets and liabilities
attributable to undisposed discontinued operations have been classified in the
consolidated balance sheet as net assets of discontinued operations and consists
of the following (in thousands of dollars):

<TABLE>
<CAPTION>
                                                                 FARMING        DISTRIBUTION        TOTAL
                                                                 -------        ------------       -------
<S>                                                              <C>            <C>                <C>
AT MARCH 31, 2001
-----------------
Current assets................................................   $ 30,298         $ 27,223         $ 57,521
Total assets..................................................     75,184           50,498          125,682
Current liabilities...........................................     32,299           25,260           57,559
Total liabilities.............................................     32,314           26,321           58,635
Minority interest.............................................       (505)           2,991            2,486
Accumulated other comprehensive income (loss).................         --              135              135
Net assets of discontinued operations.........................   $ 43,375         $ 21,051         $ 64,426

AT DECEMBER 31, 2000
--------------------
Current assets................................................   $  22,672       $  38,981        $  61,653
Total assets..................................................      84,880          44,038          128,918
Current liabilities...........................................      30,396          35,438           65,834
Total liabilities.............................................      30,415          35,622           66,037
Minority interest.............................................      (1,145)          3,214            2,069
Accumulated other comprehensive income........................           0             260              260
Net assets of discontinued operations.........................   $  55,610        $  4,942        $  60,552
</TABLE>


         In conjunction with the Purchase Agreement, the Company and Savia
entered into a Cash Support Agreement. This agreement provides that, during
2001, Savia will advance funds to the Company as requested to finance the
Research and Development segment of the business and administrative expenses.
These advances will be applied (i.e., exchanged) to the purchase by Savia of
additional common shares when the sale of the fresh produce business is closed,
and thereafter, through December 31, 2001. The purchase price for these shares
will be $2.50 per share prior to the expiration of the rights offering, and then
will be the higher of $2.50 per share or the average market price of the
Company's common stock. The Company has budgeted cash requirements for the
calendar year 2001 in a range of $7 to $8 million. The Cash Support Agreement
also acknowledges that Savia will be responsible for providing or arranging the
required financing of the fresh produce business prior to completion of the
sale.

         The pending sale of the fresh produce business remains subject to
various conditions, including the approval of stockholders of Bionova Holding.
Stockholders will also be asked to authorize additional shares of common stock
to permit conversion of the preferred stock issued to Savia and to issue the
rights.

         EXCEPT AS NOTED, THE FOOTNOTES TO THESE FINANCIAL STATEMENTS REFLECT
BALANCES OF CONTINUING OPERATIONS AS OF MARCH 31, 2001 AND DECEMBER 31, 2000.
INCOME AND EXPENSE DISCLOSURES IN THE FOOTNOTES TO THESE FINANCIAL STATEMENTS,
UNLESS OTHERWISE NOTED, REFLECT ONLY THOSE FROM CONTINUING OPERATIONS FOR THE
QUARTERS ENDED MARCH 31, 2001 AND 2000.

                                       7

<PAGE>


NOTE 4 - INVENTORIES

         Inventories consist of the following:

         Inventories were comprised of the following:

<TABLE>
<CAPTION>

                                                                                  THOUSANDS OF U.S. DOLLARS
                                                                          -------------------------------------------
                                                                                  MARCH 31,             DECEMBER 31,
                                                                                       2001                     2000
                                                                          ------------------      ------------------
<S>                                                                       <C>                     <C>
Finished produce......................................................              $  333                   $  332
Spare parts and materials.............................................                  13                       20
                                                                          ------------------      -------------------
                                                                                    $  346                   $  352
                                                                          ==================      ===================
</TABLE>


NOTE 5 - RECLASSIFICATIONS

         Certain prior year amounts have been reclassified to conform to the
current year presentation.

NOTE 6 - SEGMENT REPORTING

         The Company classifies its business into three fundamental areas:
FARMING, which consists principally of interests in Company-owned fresh produce
production facilities and joint ventures with other growers; DISTRIBUTION,
consisting principally of interests in sales and distribution companies in
Mexico, the United States, and Canada; and RESEARCH AND DEVELOPMENT, consisting
of business units focused on the development of fruits and vegetables and
intellectual properties associated with these development efforts.

         Information pertaining to the operations of these different business
segments is set forth below. The Company evaluates performance based on several
factors. The most significant financial measure used to evaluate business
performance is business segment operating income. Inter-segment sales are
accounted for at fair value as if the sales were to third parties. Segment
information includes the allocation of corporate overhead to the various
segments, as looked at from the point of view of the segment presidents. All
acquired goodwill has been pushed down to the companies and segments that have
made the acquisitions.

<TABLE>
<CAPTION>

                                                                   THOUSANDS OF U.S. DOLLARS

                                                                                                 Total of
                                                    Discontinued         Research and           Reportable
                                                     Operations           Development            Segments
                                                  ----------------     ----------------      ----------------
<S>                                               <C>                  <C>                   <C>
JANUARY 1 - MARCH 31, 2001
Total revenues.............................          $  65,648             $    595             $  66,243
Operating income (loss)....................              5,168               (2,796)                2,372
Depreciation and amortization..............              1,160                  625                 1,785
Identifiable assets at  March 31 (1).......            123,226               25,155               148,381
Acquisition of long-lived assets...........              2,849                   82                 2,931

JANUARY 1 - MARCH 31, 2000
Total revenues.............................          $  55,761             $  1,493             $  57,254
Operating income (loss)....................             (4,223)              (1,924)               (6,146)
Depreciation and amortization..............                790                  562                 1,352
Identifiable assets at March 31 (1)........            115,840               34,326               150,166
Acquisition of long-lived assets...........                557                    9                   566
</TABLE>

NOTES:

1.   IDENTIFIABLE ASSETS for segments are defined as total assets less cash in
     banks, deferred income taxes and investment in shares.

                                       8

<PAGE>


Reconciliation of the segments to total consolidated amounts is set forth below:

<TABLE>
<CAPTION>

                                                                        THOUSANDS OF U.S. DOLLARS

                                                                          JANUARY 1 - MARCH 31
                                                                         2001               2000
                                                                    ---------------     --------------
<S>                                                                 <C>                 <C>
REVENUES
    Total segment revenues.......................................    $  66,243          $  57,254
    Revenues of discontinued operations..........................      (65,648)           (55,761)
                                                                    ---------------     --------------
    Consolidated revenues........................................          595              1,493
                                                                    ===============     ==============

INCOME BEFORE TAXES
    Total operating income (loss) from reportable segments.......        2,372             (6,146)
    Interest, net................................................          (74)            (3,609)
    Operating (income) loss of discontinued operations...........       (5,168)             4,223
                                                                    ---------------     --------------
    Consolidated loss before taxes...............................       (2,870)            (5,532)
                                                                    ===============     ==============

ASSETS
    Total segment identifiable assets............................      148,381            150,166
    Unallocated and corporate assets (1).........................          297                261
    Total assets of discontinued operations......................     (123,226)          (115,840)
    Net assets of discontinued operations........................       62,426             62,058
                                                                    ---------------     --------------
    Consolidated assets..........................................       89,878             96,645
                                                                    ===============     ==============
</TABLE>

  NOTES:

1.   Includes Bionova Holding's and segments' cash in banks, deferred income
     taxes and other corporate assets.

Revenue from external customers by product/service category is set forth below:

<TABLE>
<CAPTION>

                                                                    (THOUSANDS OF U.S. DOLLARS)
                                                                                                      Total of
                                                        Discontinued        Research and            Reportable
                                                          Operations         Development              Segments
                                                      ---------------     ---------------      ----------------
<S>                                                   <C>                 <C>                  <C>
JANUARY 1 - MARCH 31, 2001
Core vegetables (1).......................               $ 35,546           $   --                 $ 35,546
Fruits and other fresh produce (2)........                 30,102               --                   30,102
Contracted R&D revenue....................                     --              595                      595
Licensed technology and royalties.........                     --               --                       --
                                                      ---------------     ---------------      ----------------
Total.....................................                 65,648              595                   66,243

JANUARY 1 - MARCH 31, 2000
Core vegetables (1).......................               $ 33,549           $   --                 $ 33,549
Fruits and other fresh produce (2)........                 22,212               --                   22,212
Contracted R&D revenue....................                     --            1,218                    1,218
Licensed technology and royalties.........                     --              275                      275
                                                      ---------------     ---------------      ----------------
Total.....................................                 55,761            1,493                   57,254
</TABLE>

NOTES:

1.   Core vegetables include tomatoes, bell peppers and cucumbers.
2.   Fruits and other fresh produce include papayas, mangoes, grapes, melons,
     watermelons and others.

                                       9

<PAGE>


NOTE 7 - SUBSEQUENT EVENTS: RESTRUCTURING OF TECHNOLOGY BUSINESS

         On April 24, 2001 Bionova Holding announced it was refocusing the
strawberry growing and development operations contained in Bionova Holding's
subsidiary, VPP Corporation, and making a significant reduction in the staffing
of its technology operations. These actions were taken to conserve cash
resources while the technology group continues to concentrate on the development
of its trait genomics platform and seeks to develop new sources of funding and
strategic options for its technology business.

         The re-structuring of the strawberry business involves the termination
of the Company's breeding program along with the cessation of its strawberry
research efforts. These actions will save more than $1 million in 2001, and
could even generate some funds if the breeding assets can be sold to third party
growers. The Company intends to preserve its strawberry intellectual property
until such time that it can re-initiate its research efforts in this area.

         The reduction in staffing at DNAP, which will be completed in June,
will result in the elimination of 43 jobs at DNAP and a reduction in the annual
payroll of more than $2.5 million. Of the 29 employees being retained, 18 are
scientists who will focus on the development of key technologies essential to
Bionova Holding's proprietary position in the functional genomics space. All
employee-related expenditures are being reduced in a corresponding manner, and
the Company is attempting to significantly reduce other overhead and its
facility expenses. A charge of approximately $4 million currently is anticipated
to be recorded in the second quarter of 2001 to write down certain assets of the
strawberry business and for severance costs associated with the employees being
separated. This charge could be adjusted up or down depending on the final value
placed on the strawberry assets being retained and the final price obtained on
the assets being sold.

         Beyond the short-term savings these actions will generate, the primary
goal of this restructuring is to reduce the annual cash burn rate of the
technology group to a level no greater than $3 million. In conjunction with an
estimated $1 million of corporate overhead on a per annum basis, Bionova Holding
will require approximately $4 million of funding per annum for 2002 and beyond.
The Company expects to work with a financial advisor to help it evaluate its
alternatives.

NOTE 8--CONTINGENCIES

         On August 29, 1997, a lawsuit styled GRACE BROTHERS, LTD. V. DNAP
HOLDING CORPORATION, DNA PLANT TECHNOLOGY CORPORATION AND DOES 1 THROUGH 20
INCLUSIVE was filed in the Superior Court of the State of California, County
of Alameda. This claim arose out of the Merger ("the Merger") on September
26, 1996 of DNAP with a wholly-owned subsidiary of Bionova Holding. In the
Merger, shares of DNAP's Preferred Stock were converted into the right to
receive shares of common stock of Bionova Holding. The plaintiff alleged that
it owned shares of Preferred Stock and that DNAP breached its contractual
obligations to the plaintiff by, among other things, not providing special
conversion privileges to the preferred stockholders. The plaintiff also
alleged that the former holders of DNAP common stock were unjustly enriched
by DNAP's alleged breach of the Certificate of Designation. On February 17,
1999, the Court granted Bionova Holding's and DNAP's Motion for Summary
Judgment and dismissed all of the plaintiff's claims. The plaintiff then
appealed the judgment to the California Court of Appeals, and on January 30,
2001, the Court of Appeals reversed the trial court's entry of judgment in
favor of Bionova Holding and DNAP and remanded the matter to the trial court
for further proceedings. Bionova Holding and DNAP have filed a Petition for
Review with the California Supreme Court. DNAP denies any wrongdoing or
liability in this matter and intends to vigorously contest this lawsuit.

         The Company, DNAP, and former directors of DNAP also have been
defendants in three other shareholder litigation actions stemming from the
Merger. These actions all were decided in favor of the Company, its
affiliates, and directors at the trial court level. All three of these cases
currently are under appeal. Bionova Holding and DNAP deny any wrongdoing and
liability in these matters and intend to vigorously contest these lawsuits.
Please see the Company's Form 10-K for the year ended December 31, 2000 that
was filed on April 2, 2001 for further discussion on the Company's pending
litigation.

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

THE COMPANY

         Bionova Holding Corporation, a Delaware corporation (together with its
subsidiaries, unless the context requires otherwise, "Bionova Holding" or the
"Company"), was formed in January 1996, and acts as a holding company for (i)
Agrobionova, S.A. de C.V., a corporation organized under the laws of the United
Mexican States, of which the Company owns 80% ("ABSA"), (ii) International
Produce Holding Company, a Delaware corporation, of which the Company owns 100%
("IPHC"), (iii) DNA Plant Technology Corporation, a Delaware corporation, of
which the Company owns 100% ("DNAP"), and (iv) VPP Corporation, a Delaware
corporation, of which the Company owns 100% ("VPP"). Since October 6, 1998,
approximately 76.6% of the outstanding common stock of the Company has been
indirectly owned by Savia, S.A. de C.V.

         For operating and financial reporting purposes, the Company
historically has classified its business into three fundamental areas: (1)
FARMING, which consists principally of interests in 100% Company-owned fresh
produce production facilities and joint ventures or contract growing
arrangements with other growers; (2) DISTRIBUTION, consisting principally of
interests in sales and distribution companies in Mexico, the United States, and
Canada; and (3) RESEARCH AND DEVELOPMENT (OR TECHNOLOGY), consisting of business
units focused on the development of fruits and vegetables and intellectual
properties associated with these development efforts. IF THE SALE OF THE FRESH
PRODUCE BUSINESS IS APPROVED, THE COMPANY WILL SELL THE SUBSIDIARIES ENGAGED IN
THE FARMING AND DISTRIBUTION BUSINESSES AND WILL RETAIN ONLY THE RESEARCH AND
DEVELOPMENT BUSINESS. Therefore, the Farming and Distribution segments have been
reclassified as discontinued operations. The Company's sole business segment now
consists of its Research and Development business.

                                      10

<PAGE>


RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 2000

         Revenues of RESEARCH AND DEVELOPMENT declined from $1.5 million in the
first quarter of 2000 to $0.6 million in the first quarter of 2001. The revenue
decline was attributable to lower revenues recorded on the research activities
being conducted on behalf of Seminis and a reduction in royalty revenues.

         Selling and administrative expenses decreased from $1.4 million in the
first quarter of 2000 to $1.2 million in the first quarter of 2001 due to
reductions in corporate overhead compensation allocated to the ongoing
operations of the research and development business.

         Research and development expenses increased by $0.1 million from the
first quarter of 2000 to the same quarter in 2001 due primarily to salary
increases awarded in March of 2000.

         Interest expense declined from $3.8 million in the first quarter of
2000 to $0.1 million in first quarter of 2001. During the first quarter of 2000
the Company was paying interest on its $100,000,000 of Senior Guaranteed
Floating Rate Notes which were retired on April 13, 2000. The interest expense
incurred during the first quarter of 2001 relates to advances made by Savia in
the first quarter of 2001. It is expected these advances will be capitalized
when the sale of the fresh produce business is completed in accordance with the
Purchase Agreement concluded on December 29, 2000.

         Interest income declined from $0.2 million in the first quarter of 2000
to almost zero in the first quarter of 2001. This decline was due to the
elimination of the Company's interest reserve account supporting the Floating
Rate Notes and which earned interest on the average balances held in this
account during the first quarter of 2000.

         The turnaround from a $4.1 million net loss in the discontinued
operations of the fresh produce business in the first quarter of 2000 to net
income of $3.6 million in the first quarter of 2001 was primarily a result of
significantly better market conditions in the United States this year versus
prior year and the re-structuring of business operations undertaken in 2000.
Revenues were 9.8% higher overall. Farming operating profit improved from a
loss of $3.2 million to a positive profit of $2.6 million from the first
quarter of 2000 to the same quarter in 2001. This improvement was due
primarily to better pricing for the Company's products and lower
administrative expenses due to the restructuring undertaken in 2000. An
improvement of $3.6 million in the operating profit of the distribution
businesses was achieved due to higher prices and volumes in the U.S. markets
in the first quarter of 2001 as compared with the first quarter of 2000 and
the elimination of write offs in this segment of the business that occurred in
the first quarter of 2000.

CAPITAL EXPENDITURES

         During the first quarter of 2001 the Company made capital investments
of $0.1 million, the majority of which was spent to purchase computer hardware
and software required for the new trait genomics platform.

LIQUIDITY AND CAPITAL RESOURCES

         For the three months ended March 31, 2001, the Company used $2.8
million of cash in operating activities. Cash provided from the results of
operations amounted to $1.4 million (i.e., net income as adjusted for items not
affecting cash, including minority interest, depreciation, amortization, and
allowances for uncollectible receivables). Working capital requirements
increased by $4.2 million during the first three months of 2000 due to a $3.9
million increase in the net assets of the discontinued operations of the fresh
produce business and a decline in accounts payable of $0.7 million.

                                      11

<PAGE>


         As a result of the Company's operating losses during the past three
years and management's anticipation that the Company will incur a net loss and
an operating cash flow deficiency for the year ending December 31, 2001, there
continues to be substantial doubt about the Company's ability to continue as a
going concern. Management has been and is continuing to address the Company's
financial condition by selling assets, exiting the fresh produce business,
re-structuring its technology business to reduce the cash burn in 2001 and
beyond, and by entering into a Cash Support Agreement for 2001 with Savia. In
the first quarter of 2001 Savia provided to the Company $2.9 million of funding
under this agreement to fund the activities of the technology business and to
cover corporate overheads. There can be no assurance that the actions the
Company is taking will result in sufficient working capital to significantly
improve the Company's current financial position or its results of operations.
The Company also is dependent on Savia to meet its commitments under the Cash
Support Agreement, which is in doubt due to recent declines in Savia's financial
position and the significant debt obligations it must service. While the Company
is actively seeking to develop alternative sources of funding, there can be no
assurance the Company will be able to meet its obligations in 2001 nor secure
funds beyond the 2001 calendar year. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

         This report on Form 10-Q includes "forward-looking" statements within
the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the
Securities Exchange Act of 1934. All statements, including without limitation
statements contained in this "Management's Discussion and Analysis of Financial
Condition and Results of Operations" other than statements of historical facts
included in this Form 10-Q, including statements regarding our financial
position, business strategy, prospects, plans and objectives of our management
for future operations, and industry conditions, are forward-looking statements.
Although we believe that the expectations reflected in these forward-looking
statements are reasonable, we can give you no assurance that these expectations
will prove to be correct. In addition to important factors described elsewhere
in this report, the following "Risk Factors," sometimes have affected, and in
the future could affect, our actual results and could cause these results during
2001 and beyond, to differ materially from those expressed in any
forward-looking statements made by us or on our behalf. When we use the terms
"Bionova," "we," "us," and "our," these terms refer to the Company and its
subsidiaries.

IF WE DO NOT COMPLETE THE SALE OF THE FRESH PRODUCE BUSINESS, WE MAY NOT BE ABLE
TO FIND THE FINANCING TO OPERATE OUR BUSINESS OR TO MEET OUR FINANCIAL
OBLIGATIONS IN 2001 AND 2002

         If this transaction is not completed, the Company probably will not
have enough money to pay the $48 million it will owe to Savia on March 23, 2002
(this obligation would be satisfied as part of the sale of the fresh produce
business). The Company may also have difficulty meeting debt obligations to
banks or other sources of financing it establishes.

         While Bionova International, Inc. ("BII") has agreed to vote its shares
in favor of the transaction to sell the Company's fresh produce business to
Savia, any disruptions which would cause BII to withhold its vote or vote no to
this transaction or any failure to achieve other approvals, such as those
required of certain regulatory authorities in the United States and Mexico,
could result in a failure to complete this transaction. If the transaction is
not completed, then the Company's debt and/or other financial obligations will
continue to increase due to the funding that Savia is required to provide during
2001 for operations and accruing interest expense on these advances. It is
highly unlikely the Company will be able to generate the necessary funds to pay
these obligations when they become due in 2002.

         The Company is likely to be constrained in efforts it is pursuing to
develop partnerships or other types of collaboration arrangements in its
technology business and in raising new capital required to carry on the
technology business after 2001 with the high level of debt it will be carrying.

EVEN IF WE DO COMPLETE THE SALE OF THE FRESH PRODUCE BUSINESS, WE MAY NOT BE
ABLE TO OBTAIN THE FINANCING NECESSARY TO IMPLEMENT OUR BUSINESS PLAN

                                      12

<PAGE>


         The Company sustained losses in 1998, 1999 and 2000. While most of
these losses arose in the fresh produce business, the Company's technology
business also lost money in each of those years. Moreover, we do not expect the
technology business to become profitable for at least three years, and it may
never become profitable. Therefore, the Company will need additional financing
to achieve its growth and technology objectives and to fund working capital
requirements, capital expenditures and the purchase and development of new
technologies.

         For 2001, Savia has agreed to provide financing to the Company in
exchange for stock, but Savia may not have the resources to fulfill this
commitment. For 2002 and later, the Company will need to find additional debt or
equity financing, which may not be available. Furthermore, additional financing
may dilute or otherwise adversely affect the rights of existing stockholders,
cause the Company to relinquish rights to its technologies or cause it to grant
licenses on unfavorable terms.

WE MAY NOT BE ABLE TO FORM THE STRATEGIC ALLIANCES NECESSARY TO IMPLEMENT OUR
BUSINESS PLAN

         Development and commercialization of the Company's technologies depends
on customer relationships and strategic alliances with other companies. If the
Company cannot find customers or strategic partners in the future, or if the
Company cannot maintain existing strategic alliances, the Company may not be
able to develop its technologies or products. If the Company does not develop
commercially successful products, its business may be significantly harmed.
Since the Company's technologies have many potential applications and it has
limited resources, our focus on any particular area may result in a failure to
capitalize on more profitable areas.

WE MAY NOT BE ABLE TO ACQUIRE OR MAINTAIN THE INTELLECTUAL PROPERTY RIGHTS
NECESSARY TO IMPLEMENT OUR BUSINESS PLAN

         For our business plan to succeed, we will need to develop new
technology and to acquire rights to technology owned by third parties. We may
not be able to negotiate agreements to use all of the technology we will need,
leaving us unable to grow the company in accordance with our projections.

         The Company may not be successful in obtaining patents on new
technology, protecting its trade secrets and conducting its business without
infringing on the rights of others, which could adversely affect its business.

         The Company's success depends, in part, on its ability to obtain and
enforce patents, maintain trade secret protection, and conduct its business
without infringing the proprietary rights of others. If others develop competing
technologies and market competing products, the Company's sales could be
adversely affected. If the Company is not able to maintain its trade secrets or
to enforce its patents, the Company's competitive position could be adversely
affected. In addition, the Company licenses technology from third parties. If
the Company cannot maintain these licenses, or if it cannot obtain licenses to
other useful technology on commercially reasonable terms, its research efforts
could be adversely affected.

         Any inability to adequately protect the Company's proprietary
technologies could harm its competitive position. Furthermore, litigation or
other proceedings or third party claims of intellectual property infringement
could require the Company to spend time and money and could shut down some of
its operations. Because the Company may not be able to obtain appropriate
patents or licenses, it may not be able to successfully operate its business.
The Company intends to conduct proprietary research programs, and any conflicts
with its strategic partners could harm its business.

WE MAY NOT BE ABLE TO KEEP UP WITH ADVANCES IN TECHNOLOGY

         Rapid technological development by the Company or others may result in
products or technologies becoming obsolete before it recovers the expenses it
incurs in connection with their development.

                                      13

<PAGE>


         Genomic technologies have undergone and are expected to continue to
undergo rapid and significant change. The Company's future success will depend
in large part on maintaining a competitive position in the integration of
functional genomics with plant transformation and evaluation. Rapid
technological development by the Company or others may result in products or
technologies becoming obsolete before it recovers the expenses incurred in
connection with their development. Products offered by the Company, its
customers or its strategic partners could be made obsolete by less expensive or
more effective crop enhancement and nutrition enhancement technologies,
including technologies that may be unrelated to genomics. The Company may not be
able to make the enhancements to its technology necessary to compete
successfully with newly emerging technologies.

WE MAY LOSE THE SCIENTISTS AND MANAGEMENT PERSONNEL NECESSARY TO IMPLEMENT OUR
BUSINESS PLAN

         The Company depends on the services of a number of key personnel, and a
loss of any of these personnel could disrupt operations and result in reduced
revenues.

         The realization of the Company's new business strategy depends on,
among other things, its ability to adapt management information systems and
controls and to hire, train and retain qualified employees to allow operations
to be effectively managed.

WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY IN OUR INDUSTRY

         The Company faces significant competition in its chosen fields: novel
crop production traits and specialized technology services. The Company may not
be able to compete effectively, which could cause its business to suffer.

         Both traditional and specialized agricultural chemical firms offer
competing technology (e.g., traditional chemicals and biopesticides) that can be
deployed against fungal disease and nematodes pests. Several agricultural
chemical firms offer novel crop protection traits through biotechnology as well.
Several specialized biotechnology research firms offer pesticide target
discovery of target pathogens, pests or weed species. These biotechnology
research firms may also compete with us in providing specialized technology
services.

         There are also many companies engaged in research and product
development activities based on agricultural biotechnology. Competitors include
specialized biotechnology firms, as well as major pharmaceutical, food and
chemical companies that have biotechnology divisions, many of which have
considerably greater financial, technical, and marketing resources than the
Company. Competition may intensify as technological developments occur at a
rapid rate in the agricultural biotechnology industry.

WE MAY NOT COMPLETE THE DEVELOPMENT OF, OR BE ABLE TO SUCCESSFULLY COMMERCIALIZE
NEW TECHNOLOGY PRODUCTS AND SERVICES

         If the products the Company develops and markets are not commercial
successes, it will not recoup its development and production costs, which will
hurt its financial condition.

         The Company is currently in the early stages of research and
development, and there can be no assurance that any of its projects will be
successful or will produce significant revenues or profits. The success of these
and future products depends on many variables, including technical risks
associated with using genetic engineering for crop protection and nutrition,
business risks associated with selecting commercial targets and capturing value
from customers.

         The Company may be sued for product liability, which, if a suit were
successful, could cause it to face substantial liabilities that exceed its
resources.

         The Company may be held liable if any product it develops, or any
product that is made using its technologies, causes injury or is found
unsuitable during product testing, manufacturing, marketing or sale. These risks
are inherent in the development of agricultural and food products. The Company
currently does

                                      14

<PAGE>


not have product liability insurance. If it chooses to obtain product
liability insurance, but cannot obtain sufficient insurance coverage at an
acceptable cost or otherwise protect against potential product liability
claims, the commercialization of products that the Company's customers,
strategic partners, or that it develops may be prevented. If the Company is
sued for any injury caused by its products, its liability could exceed its
total assets.

WE MAY NOT GAIN PUBLIC ACCEPTANCE FOR OUR GENETICALLY-ENGINEERED PRODUCTS

         If the public is unwilling to accept genetically engineered products,
the Company will not recoup its development and production costs, which will
hurt its financial condition. Social and environmental concerns may limit the
acceptance of genetically engineered products.

         Most of the Company's products are being developed through the use of
genetic engineering. The commercial success of these products will depend in
part on public acceptance of the cultivation and consumption of genetically
engineered products. The Company cannot assure you that these products will gain
sufficient public acceptance to be profitable, even if these products obtain the
required regulatory approvals.

         Public debate surrounding food and fiber crops enhanced through
biotechnology has recently intensified in the United States and internationally.
Technology critics have urged U.S. regulatory agencies to tighten their
regulation of biotechnology crops, including withdrawal of certain product
registrations, implementation of product labeling, and stricter pre-market
approval procedures. Internationally, agricultural biotechnology issues are
being debated within the World Trade Organization, the United Nations Convention
on Biological Diversity, the Codex Alimentarius, and on several regional fronts.
The Company believes that progress has been made to ensure that science-based
rules form the basis for international trade of agricultural biotechnology
products. However, the extent of government regulation that might arise from
future legislative or administrative actions and the potential consequences to
the business is not known and cannot be predicted with certainty.

GOVERNMENT REGULATION

         Government regulation can cause delays and increased costs, which may
decrease the Company's revenues and profitability. Stringent laws may limit the
market for genetically engineered agricultural products that it may develop.
Business opportunities and products developed using technology developed by the
Company may be subject to a lengthy and uncertain government regulatory process
that may not result in the necessary approvals, may delay the commercialization
of its customers' products or may be costly, which could harm its business.

         The Company's activities in the United States are extensively regulated
by the Food and Drug Administration, the United States Department of
Agriculture, the Environmental Protection Agency, and other federal and state
regulatory agencies in the United States. Also, the Company's genetically
engineered products may require regulatory approval or notification in the
United States or in other countries in which they are tested, used or sold. The
regulatory process may delay research, development, production, or marketing and
require more costly and time-consuming procedures, and there can be no assurance
that requisite regulatory approvals or registration of the Company's current or
future genetically engineered products will be granted on a timely basis.

SAVIA AND BIONOVA INTERNATIONAL, INC. HAVE SUBSTANTIAL CONTROL OVER THE COMPANY
AND CAN AFFECT VIRTUALLY ALL DECISIONS MADE BY ITS STOCKHOLDERS AND DIRECTORS

         BII beneficially owns 18,076,839 shares of our common stock accounting
for 76.6% of all issued and outstanding shares. As a result, BII has the
requisite voting power to significantly affect virtually all decisions made by
the Company and its stockholders, including the power to elect all directors and
to block corporate actions such as an amendment to most provisions of the
Company's certificate of incorporation. This ownership and management structure
will inhibit the taking of any action by the Company that is not acceptable to
BII.

                                      15

<PAGE>


WE MAY INCUR SIGNIFICANT LIABILITY AS A RESULT OF STOCKHOLDER LAWSUITS

         The Company and its subsidiary, DNA Plant Technology Corporation, have
been sued in several lawsuits relating to the 1996 merger transaction (the
"Merger") in which DNAP became a subsidiary of the Company. In some of those
lawsuits, the former preferred stockholders of DNAP alleged they should have
received much more consideration for their shares in the Merger than they did.
Though the trial courts in these cases dismissed all of the claims, the
appellate court reversed the trial court in one case and a second case is still
pending before a different appellate court. If the Company is ultimately found
to be liable in these cases, the value of the potential judgment could be far
more than the Company could afford to pay.

AGRIBUSINESS RISKS

         Extreme weather conditions, disease and pests can materially and
adversely affect the quality and quantity of strawberry starter plants of the
Company's products. There can be no assurance that these factors will not affect
a portion of the Company's revenues in any year and have a material adverse
effect on its business. Defective starter plants could result in warranty claims
and negative publicity, and the insurance covering warranty claims may become
unavailable or be inadequate, which could have a material adverse effect on the
Company's business.

         All subsequent written and oral forward-looking statements attributable
to the Company or persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements disclosed in this section and otherwise in
this report.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

         The table below provides information about the Company's derivative
financial instruments consisting primarily of debt obligations that are
sensitive to changes in interest rates. For debt obligations, the table presents
principal cash flows and related weighted average interest rates by expected
(contractual) maturity dates. Notional amounts are used to calculate the
contractual payments to be exchanged under the contracts. Weighted average
variable rates are based on implied forward rates in the yield curve on March
31, 2000. The information is presented in U.S. dollar equivalents, which is the
Company's reporting currency. The instrument's actual cash flows are denominated
in both U.S. dollars and Mexican pesos, and are indicated accordingly in the
tables below.

<TABLE>
<CAPTION>

                                                                                EXPECTED MATURITY DATE
                                                    ------------------------------------------------------------------------
                                                                                               There                   Fair
                                                      2001       2002      2003      2004      After      Total       Value
                                                    ------      ------    ------    ------    ------     -------     -------
<S>                                                 <C>         <C>       <C>       <C>       <C>        <C>         <C>
Short-term debt:
($US equivalent in millions)
    U.S. dollar variable rate..........             $ 14.8                                               $ 14.8      $ 14.8
      Average interest rate............                 9%
    Peso variable rate (in $US)........             $  1.6                                               $  1.6      $  1.6
      Average interest rate............                26%
Long-term debt:
    U.S. dollar fixed rate.............             $  0.6                                                $ 0.6       $ 0.6
      Average interest rate............                10%
    U.S. dollar variable rate..........             $  0.3      $  0.2    $  0.1      $0.1      $ 0.7     $ 1.4       $ 1.4
      Average interest rate............                10%         10%       10%       10%        10%
</TABLE>

         The Company tries to use the most cost-effective means to fund its
operating and capital needs. Fixed or variable debt will be borrowed in both
U.S. dollars and Mexican pesos. The Company borrows Mexican pesos to provide for
its working capital needs in its Mexican operations. To minimize exchange risk
associated with the importation of products, the Company will enter into forward
exchange contracts

                                      16

<PAGE>


where the functional currency to be used in the transaction is dollars. At
March 31, 2000, approximately 30% of the Company's long-term debt is fixed
rate debt and 70% is variable rate debt. All of the fixed rate long-term debt
is denominated in U.S. dollars. All of the long-term variable rate debt is
denominated in U.S. dollars.

EXCHANGE RATE RISK

         The table below provides information about the Company's financial
instruments by functional currency that are subject to exchange risk. This
information is presented in U.S. dollar equivalents. The table summarizes
information on instruments that are sensitive to foreign currency exchange
rates, including peso-denominated debt obligations. For debt obligations, the
table presents principal cash flows and related weighted average interest rates
by expected maturity dates.

<TABLE>
<CAPTION>

                                                                                            Fair
                                                          2001            Total            Value
                                                        ------            -----            -----
<S>                                                     <C>               <C>              <C>
On-Balance sheet
Financial Investments
        ($US equivalent in millions)

    Peso short-term debt:
      Variable rate (in $US)..................            $ 1.6           $ 1.6            $ 1.6
      Average interest rate...................              26%
      Expected maturity or
        Transaction date......................          Dec. 31
</TABLE>

         The Company had no firmly committed forward sales contracts in Mexican
pesos as of December 31, 2000.

         The Company is exposed to U.S. dollar-to-Mexican peso currency exchange
risk due to revenues and costs denominated in Mexican pesos associated with its
Mexican subsidiaries, ABSA and Interfruver. The Company expects it will continue
to be exposed to currency exchange risks in the near future.

COMMODITY PRICE RISK

The table below provides information about the Company's fresh produce growing
crops inventory and fixed price contracts that are sensitive to changes in
commodity prices. For inventory, the table presents the carrying amount and fair
value at March 31, 2000. For the fixed price contracts, the table presents
the notional amounts in Boxes, the weighted average contract prices, and the
total dollar contract amount by expected maturity dates, the latest of which
occurs within one year from the reporting date. Contract amounts are used to
calculate the contractual payments and quantity of fresh produce to be exchanged
under futures contracts.

                                      17

<PAGE>


<TABLE>
<CAPTION>

                                             AT MARCH 31, 2000
                                           --------------------
                                                                                   Carrying            Fair
                                                                                    Amount            Value
                                                                                   --------           -----
<S>                                                                                <C>                <C>
         On-balance sheet commodity position:
             Fresh produce crops in process inventory ($US in millions)....           $7.0             $7.0

         Fixed price contracts:
             Contract volumes  (2,169,628 boxes)
             Weighted average unit price (per 2,169,628 boxes).............          $8.53            $8.53
             Contract amount ($US in millions).............................          $18.5            $18.5
</TABLE>

         In order to manage the exposure to commodity price sensitivity
associated with fresh produce products, the Company enters into fixed price
contracts with certain customers which guarantee specified volumes for the
growing season or the year at a fixed price. The Company believes that its
efforts to assure a high level of product quality along with efforts to develop
and market differentiated, added value products also reduce to some extent its
exposure to commodity price sensitivity.

PART II - OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

RESTRUCTURING OF TECHNOLOGY BUSINESS

         On April 24, 2001 Bionova Holding announced it was refocusing the
strawberry growing and development operations contained in Bionova Holding's
subsidiary, VPP Corporation, and making a significant reduction in the staffing
of its technology operations. These actions were taken to conserve cash
resources while the technology group continues to concentrate on the development
of its trait genomics platform and seeks to develop new sources of funding and
strategic options for its technology business.

         The re-structuring of the strawberry business involves the termination
of the Company's breeding program along with the cessation of its strawberry
research efforts. These actions will save more than $1 million in 2001, and
could even generate some funds if the breeding assets can be sold to third party
growers. The Company intends to preserve its strawberry intellectual property
until such time that it can re-initiate its research efforts in this area.

         The reduction in staffing at DNAP, which will be completed in June,
will result in the elimination of 43 jobs at DNAP and a reduction in the annual
payroll of more than $2.5 million. Of the 29 employees being retained, 18 are
scientists who will focus on the development of key technologies essential to
Bionova Holding's proprietary position in the functional genomics space. All
employee-related expenditures are being reduced in a corresponding manner, and
the Company is attempting to significantly reduce other overhead and its
facility expenses. A charge of approximately $4 million currently is anticipated
to be recorded in the second quarter of 2001 to write down certain assets of the
strawberry business and for severance costs associated with the employees being
separated. This charge could be adjusted up or down depending on the final
value placed on the strawberry assets being retained and the final price
obtained on the assets being sold.

         Beyond the short-term savings these actions will generate, the primary
goal of this restructuring is to reduce the annual cash burn rate of the
technology group to a level no greater than $3 million. In conjunction with an
estimated $1 million of corporate overhead on a per annum basis, Bionova Holding
will require approximately $4 million of funding per annum for 2002 and beyond.
The

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Company expects to work with a financial advisor to help it evaluate its
alternatives.

EXECUTIVE AND DIRECTOR CHANGES

         Jorge Fenyvesi, President of DNA Plant Technology Corporation and an
executive vice president of the Company, left DNAP in early May to assume new
responsibilities in affiliated companies of the parent group. Dr. Peter Davis, a
director of Bionova Holding, has assumed the responsibility of President of DNA
Plant Technology. Eugenio Najera resigned his position as a director of Bionova
Holding in March due to other commitments.

CONTROLLING STOCKHOLDER; CONFLICTS OF INTEREST

         Approximately 76.6% of the outstanding shares of common stock of the
Company are owned of record by Bionova International, Inc., an indirect,
wholly-owned subsidiary of Savia. Therefore, Savia has the power to elect a
majority of the Company's board of directors and to determine the outcome of any
action requiring the approval of the holders of the Company's common stock. This
ownership and management structure will inhibit the taking of any action by the
Company which is not acceptable to the controlling stockholder.

         Certain of the Company's directors and executive officers are also
currently serving as board members or executive officers of Savia or companies
related to Savia, and it is expected that each will continue to do so. Such
management interrelationships and intercorporate relationships may lead to
possible conflicts of interest.

         The Company and other entities that may be deemed to be controlled by
or affiliated with Savia sometimes engage in (i) intercorporate transactions
such as guarantees, management and expense sharing arrangements, shared fee
arrangements, joint ventures, partnerships, loans, options, advances of funds on
open account and sales, leases and exchanges of assets, including securities
issued by both related and unrelated parties and (ii) common investment and
acquisition strategies, business combinations, reorganizations,
recapitalizations, securities repurchases and purchases and sales (and other
acquisitions and dispositions) of subsidiaries, divisions or other business
units, which transactions have involved both related and unrelated parties. The
Company continuously considers, reviews and evaluates, and understands that
Savia and related entities consider, review and evaluate, transactions of the
type described above. Depending upon the business, tax and other objectives then
relevant, it is possible that the Company might be a party to one or more of
such transactions in the future in addition to those currently in force, such as
the Long Term Funded Research Agreement dated January 1, 1997 between Seminis
Vegetable Seeds, Inc., an indirect subsidiary of Savia, and DNAP. In connection
with these activities the Company might consider issuing additional equity
securities or incurring additional indebtedness. The Company's acquisition
activities may in the future include participation in the acquisition or
restructuring activities conducted by other companies that may be deemed to be
controlled by Savia.

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<PAGE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     3.1  Certificate of Incorporation of the Company (filed as an exhibit to
          the Company's Registration Statement on Form S-4 (No. 333-09975) and
          incorporated herein by reference).

     3.2  Certificate of Amendment to the Certificate of Incorporation of the
          Company effective September 26, 1996 (filed as an exhibit to the
          Company's quarterly report on Form 10-Q for the quarterly period ended
          June 30, 1996 and incorporated herein by reference).

     3.3  Certificate of Amendment to the Certificate of Incorporation of the
          Company effective April 28, 1999 (filed as an exhibit to the Company's
          Quarterly report on Form 10-Q for the quarterly period ended March 31,
          1999 and incorporated herein by reference).

     3.4  Bylaws of the Company (filed as an exhibit to the Company's annual
          report on Form 10-K for the year ended December 31, 1998 and
          incorporated herein by reference).

     4.1  Certificate of Designations for Series A Convertible Preferred Stock
          (filed as an exhibit to the Company's current report of Form 8-K filed
          on January 12, 2001 and incorporated herein by reference).

(b) Reports on Form 8-K

        On January 12, 2001, the Company filed a Current Report of Form 8-K
dated December 29, 2000 relating to the issuance of preferred stock to Savia and
the other transactions contemplated by the Purchase Agreement and the Cash
Support Agreement.

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<PAGE>


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                  BIONOVA HOLDING CORPORATION



                  Date: May 11, 2001      By: /s/ ARTHUR H. FINNEL
                                            -----------------------------------
                                                     Arthur H. Finnel,
                                                 Executive Vice President,
                                          Treasurer and Chief Financial Officer





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<PAGE>


                                INDEX TO EXHIBITS

(a)  Exhibits

     3.1  Certificate of Incorporation of the Company (filed as an exhibit to
          the Company's Registration Statement on Form S-4 (No. 333-09975) and
          incorporated herein by reference).

     3.2  Certificate of Amendment to the Certificate of Incorporation of the
          Company effective September 26, 1996 (filed as an exhibit to the
          Company's quarterly report on Form 10-Q for the quarterly period ended
          June 30, 1996 and incorporated herein by reference).

     3.3  Certificate of Amendment to the Certificate of Incorporation of the
          Company effective April 28, 1999 (filed as an exhibit to the Company's
          Quarterly report on Form 10-Q for the quarterly period ended March 31,
          1999 and incorporated herein by reference).

     3.4  Bylaws of the Company (filed as an exhibit to the Company's annual
          report on Form 10-K for the year ended December 31, 1998 and
          incorporated herein by reference)

     4.1  Certificate of Designations for Series A Convertible Preferred Stock
          (filed as an exhibit to the Company's current report of Form 8-K filed
          on January 12, 2001 and incorporated herein by reference).





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