<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                   Form 10-Q/A
                                 Amendment No.1

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                         For Quarter Ended July 31, 2001
                                           -------------

                          Commission File Number 1-9579
                                                 ------

                                   Ecogen Inc.
                                   -----------
             (Exact name of registrant as specified in its charter)



           Delaware                                             22-2487948
           --------                                             -----------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)


2000 W. Cabot Boulevard #170, Langhorne, Pennsylvania             19047
-----------------------------------------------------             -----
      (Address of principal executive offices)                  (Zip Code)



Registrant's telephone number,
including area code                                           (2l5) 757-l590
                                                              --------------


     Indicate by check mark whether the registrant (l) has filed all reports
required to be filed by Section l3 or l5 (d) of the Securities Exchange Act of
l934 during the preceding l2 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes X No ___.
                                             ---

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:

           Class                                  Outstanding at August 31, 2001
           -----                                  ------------------------------

Common Stock, $.01 par value                                14,278,797

<PAGE>


                                   ECOGEN INC.
                                   -----------

                                      INDEX

<TABLE>
<CAPTION>
                                                                                      Page
                                                                                      ----
<S>                                                                                   <C>
PART I - FINANCIAL INFORMATION

  Item 1        - Financial Statements:


     Unaudited Consolidated Condensed Balance Sheets as of
         July 31, 2001 and October 31, 2000 ........................................     1

     Unaudited Consolidated Condensed Statements of Operations
         for the three and nine months ended July 31, 2001 and 2000 ................     2

     Unaudited Consolidated Condensed Statement of Stockholders' Equity
         for the nine months ended July 31, 2001 ...................................     3

     Unaudited Consolidated Condensed Statements of Cash Flows
         for the nine months ended July 31, 2001 and 2000 ..........................     4

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



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



PART II - OTHER INFORMATION

  Item 6(a)     - Exhibits .........................................................    15
</TABLE>


<PAGE>

                          ECOGEN INC. AND SUBSIDIARIES

                 UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------

Assets

                                                                                July 31,              October 31,
                                                                                  2001                    2000
-----------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                      <C>
Current Assets:
  Cash and cash equivalents                                               $      75,662            $     215,777
  Trade receivables, net                                                        253,489                  616,741
  Inventory, net                                                                889,032                2,051,184
  Prepaid expenses and other current assets                                     465,428                  284,673
-----------------------------------------------------------------------------------------------------------------
     Total current assets                                                     1,683,611                3,168,375
-----------------------------------------------------------------------------------------------------------------

Plant and equipment, net                                                        129,846                  677,831
Other assets, net                                                             2,296,492                2,653,571
-----------------------------------------------------------------------------------------------------------------
                                                                          $   4,109,949            $   6,499,777
=================================================================================================================

Liabilities and Stockholders' Deficit

-----------------------------------------------------------------------------------------------------------------

Current liabilities:
  Debt due within one year                                                    2,574,777                2,123,972
  Accounts payable and accrued expenses                                       5,170,497                4,834,499
-----------------------------------------------------------------------------------------------------------------
     Total current liabilities                                                7,745,274                6,958,471
-----------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------
Long-term debt                                                                        -                    9,306
-----------------------------------------------------------------------------------------------------------------
Long-term deferred revenue                                                    1,738,928                1,612,928
-----------------------------------------------------------------------------------------------------------------
Minority interest                                                             1,533,854                1,533,854
-----------------------------------------------------------------------------------------------------------------

Stockholders' deficit:
  Preferred stock, par value $.01 per share; authorized
    7,500,000 shares:
    Series 2000 A convertible preferred stock                                        66                       76
    Series 1998 C convertible preferred stock                                       324                      324
  Common stock, par value $.01 per share                                        142,788                  134,925
  Additional  paid-in capital                                               129,317,804              129,319,027
  Accumulated  deficit                                                     (136,369,089)            (133,069,134)
-----------------------------------------------------------------------------------------------------------------
     Total stockholders' deficit                                             (6,908,107)              (3,614,782)
-----------------------------------------------------------------------------------------------------------------
                                                                          $   4,109,949            $   6,499,777
=================================================================================================================
</TABLE>


See Accompanying Notes to Unaudited Consolidated Condensed Financial Statements.

                                        1

<PAGE>

                          ECOGEN INC. AND SUBSIDIARIES

            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                    Three Months Ended                    Nine Months Ended
                                                                          July 31,                             July 31,
                                                                 2001                 2000            2001                 2000
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                <C>             <C>                  <C>
Revenues:

  Product sales, net                                         $   792,844        $   1,808,157   $   2,390,694        $   5,283,781
  Contract research                                               50,000                    -         222,813               50,000
-----------------------------------------------------------------------------------------------------------------------------------
    Total revenues                                               842,844            1,808,157       2,613,507            5,333,781
-----------------------------------------------------------------------------------------------------------------------------------

Costs and expenses:

  Cost of products sold                                          723,408            1,625,073       2,210,847            4,523,463
  Research and development:                                       62,626              417,510         544,723            1,321,900
  Selling, general and administrative                            546,012            1,454,286       2,465,449            4,296,916
-----------------------------------------------------------------------------------------------------------------------------------
     Total costs and expenses                                  1,332,046            3,496,869       5,221,019           10,142,279
-----------------------------------------------------------------------------------------------------------------------------------
Operating loss                                                  (489,202)          (1,688,712)     (2,607,512)          (4,808,498)
-----------------------------------------------------------------------------------------------------------------------------------

Other income (expense):
  Interest expense, net                                        (139,509)            (227,092)       (461,284)            (639,164)
  Other income                                                   10,264                    -         165,831               43,427
-----------------------------------------------------------------------------------------------------------------------------------
  Total other expense, net                                     (129,245)            (227,092)       (295,453)            (595,737)
-----------------------------------------------------------------------------------------------------------------------------------

Net loss                                                       (618,447)          (1,915,804)     (2,902,965)          (5,404,235)

Dividends on preferred stock including assumed
  incremental yield of $267,148 and $611,622
  in the three months and nine months of fiscal
  2000, respectively                                            134,785              381,400         396,990              891,434
-----------------------------------------------------------------------------------------------------------------------------------

Net loss allocable to common stockholders                     ($753,232)         ($2,297,204)    ($3,299,955)         ($6,295,669)
===================================================================================================================================

Basic and diluted net loss per common share                      ($0.05)              ($0.18)         ($0.24)              ($0.55)
===================================================================================================================================

Weighted average number of common
  shares outstanding                                         14,279,800           12,466,000      13,986,000           11,508,000
===================================================================================================================================
</TABLE>

See Accompanying Notes to Unaudited Consolidated Condensed Financial Statements.


                                       2

<PAGE>

                          ECOGEN INC. AND SUBSIDIARIES

       UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDER'S EQUITY
                        Nine months ended July 31, 2001

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

                                                            Convertible                 Additional
                                                             Preferred    Common         Paid-in        Accumulated
                                                               Stock       Stock         Capital          Deficit          Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>           <C>          <C>            <C>               <C>
Balance November 1, 2000                                       $400       $134,925     $129,319,027   ($133,069,134)    ($3,614,782)

Dividends on preferred stock                                      -            513            6,117        (396,990)       (390,360)

Conversion of 950 shares of Series 1999 A convertible
  preferred stock to 734,988 shares of common stock             (10)         7,350           (7,340)              -               -

Net loss                                                          -              -                -      (2,902,965)     (2,902,965)

------------------------------------------------------------------------------------------------------------------------------------
Balance July 31, 2001                                          $390       $142,788     $129,317,804   ($136,369,089)    ($6,908,107)
====================================================================================================================================
</TABLE>

See Accompanying Notes To Unaudited Consolidated Condensed Financial Statements.

                                        3

<PAGE>


                          ECOGEN INC. AND SUBSIDIARIES

           UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------

                                                                                                   Nine months ended
                                                                                                         July 31,
                                                                                            2001                      2000
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>                       <C>
Cash flows from operating activities:
  Net loss                                                                              ($2,902,965)              ($5,404,235)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Depreciation and amortization expense                                                 437,831                   551,917
      Gain on sale of assets                                                               (150,004)                        -
      Noncash interest and other expense                                                    355,434                   268,070
      Changes in assets and liabilities                                                   1,685,449                 3,046,023

------------------------------------------------------------------------------------------------------------------------------
  Net cash used in operating activities                                                    (574,255)               (1,538,225)
------------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
  Proceeds from sale of assets                                                              179,629                         -
  Purchase  of  plant and  equipment                                                              -                   (45,601)
  Acquisition, net                                                                                -                  (285,000)

------------------------------------------------------------------------------------------------------------------------------
Net  cash used in investing activities                                                      179,629                  (330,601)
------------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
  Proceeds from bank loan                                                                         -                 1,500,000
  Proceeds from promissory notes                                                          1,000,500                         -
  Payments on line of credit, net                                                          (623,972)                 (887,792)
  Repayment of capital lease obligations                                                   (122,017)                 (182,714)
  Proceeds from sale of convertible preferred stock, net of issuance costs                        -                 1,399,500
  Net proceeds from issuance of common stock under stock option plan                              -                    39,832

------------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                                   254,511                 1,868,826
------------------------------------------------------------------------------------------------------------------------------

Net (decrease) increase in cash                                                            (140,115)                        -

Cash and cash equivalents, beginning of period                                              215,777                         -

------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of  period                                              $     75,662              $          -
==============================================================================================================================
</TABLE>

                                                                     (Continued)

                                        4

<PAGE>

                          ECOGEN INC. AND SUBSIDIARIES

      UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS, CONTINUED

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                 Nine months ended
                                                                                                     July 31,
                                                                                           2001                      2000
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                      <C>
Changes in assets and liabilities, net of acquisition:
  Increase in receivables                                                                $  363,252                ($299,099)
  Decrease in inventory                                                                   1,162,152                2,604,644
  Decrease (increase) in prepaid expenses and
    other current assets                                                                     69,245                  (12,195)
  Decrease in other assets                                                                   68,323                  122,064
  (Decrease) increase in accounts payable
    and accrued expenses                                                                     22,477                  630,609

-----------------------------------------------------------------------------------------------------------------------------
    Changes in assets and liabilities, net                                               $1,685,449               $3,046,023
=============================================================================================================================
</TABLE>

--------------------------------------------------------------------------------
Noncash investing and financing activities:
--------------------------------------------------------------------------------

     During the first nine months of fiscal 2001 and 2000, the Company issued
     734,988 and 1,202,061 shares of its common stock, respectively, upon
     conversion of the Company's convertible preferred stock and issued 51,289
     and 58,403shares of common stock, respectively as dividends at the time of
     conversion.

     During the first half of fiscal 2001, the Company transferred ownership of
     certain fixed assets to a contract manufacturer in exchanged for $250,000
     in credits to be applied toward future cost of production at that facility.

     In fiscal 2000, the Company issued 1,351,351 shares of its common stock in
     connection with an acquisition.

     In the frist nine months of fiscal 2000, the Company issued 20,000 shares
     of its common stock as a fee in connection with the issuance of preferred
     stock and issued warrants to purchase 200,000 shares of common stock in
     connection with a loan agreement.

     In the first half of fiscal 2000, the Company issued 15,544 common shares
     pursuant to employee benefits plans.


See Accompanying Notes to Unaudited Consolidated Condensed Financial Statements.

                                        5

<PAGE>


                          ECOGEN INC. AND SUBSIDIARIES

         Notes to Unaudited Consolidated Condensed Financial Statements

                             July 31, 2001 and 2000

(1)  Basis of Presentation and Summary of Significant Accounting Policies
     --------------------------------------------------------------------

     Organization and Basis of Presentation:

     The consolidated condensed financial statements include the accounts of
     Ecogen Inc. ("Ecogen" or the "Company") and its wholly-owned and
     majority-owned subsidiaries. All intercompany accounts and transactions
     have been eliminated in consolidation.

     The accompanying consolidated condensed financial statements include all
     adjustments (consisting of normal recurring accruals) which are, in the
     opinion of management, necessary for a fair presentation of the
     consolidated results of operations and financial position for the interim
     periods presented. The consolidated condensed financial statements have
     been prepared in accordance with the requirements for Form 10-Q and,
     therefore, do not include all disclosures of financial information required
     by generally accepted accounting principles. These consolidated condensed
     financial statements should be read in conjunction with the Company's
     October 31, 2000 consolidated financial statements and notes thereto
     included in the Company's Annual Report on Form 10-K.

     The results of operations for the interim period ended July 31, 2001 are
     not necessarily indicative of the operating results for the full year.

     Operations:

     The Company is a biotechnology company specializing in the development and
     marketing of environmentally compatible products for the control of pests
     in agricultural and related markets. The Company has not yet achieved
     profitable operations for any of its fiscal years and there is no assurance
     that profitable operations, if achieved, could be sustained on a continuing
     basis. Further, the Company's future operations are dependent, among other
     things, on the success of the Company's commercialization efforts and
     market acceptance of the Company's products.

     Net Loss Per Common Share:

     Basic loss per share is based on net loss allocable to common stockholders
     for the relevant period, divided by the weighted average number of common
     shares outstanding during the period. Diluted loss per share is based on
     net loss allocable to common stockholders for the relevant period divided
     by common shares outstanding and other potential common shares if they are
     dilutive.

     Because the Company reported a net loss per share, there is no difference
     between the Company's basic and diluted net loss per share calculations,
     since all potential common shares were anti-dilutive.

                                                                     (Continued)

                                        6

<PAGE>

                          ECOGEN INC. AND SUBSIDIARIES

    Notes to Unaudited Consolidated Condensed Financial Statements, Continued

(2)  Liquidity
     ---------

     The Company has reported net loses allocable to common stockholders of
     ($3.3) million and ($6.3) million for the nine-month periods ended July 31,
     2001, and 2000, respectively. The loss from inception in 1983 to July 31,
     2001 amounted to ($136.4) million. Further, the Company has a working
     capital deficit, a stockholders' deficit and limited liquid resources.
     These factors raise substantial doubt about the Company's ability to
     continue as a going concern. The financial statements do not include any
     adjustments relating to the recoverability and classification of reported
     asset amounts or the amount or classification of liabilities, which might
     result from the outcome of this uncertainty.

     The Company's continued operations will depend on its ability to raise
     additional funds. The Company has financed its working capital needs
     primarily through private and public offerings of equity and debt
     securities, revenues from research and development alliances and product
     sales. In addition, the Company has a term loan of $1.5 million and
     promissory notes aggregating $1.0 million that are due on June 23, 2002.
     However, in the event that the Company receives net proceeds in excess of
     $50 thousand from non-operating activity prior to June 23, 2002, the
     holders of the term loan and the promissory notes may elect to require a
     prepayment of the balance due on the loan and/or the notes. During the
     third quarter the Company repaid the remaining balance on its working
     capital line of credit and such line has been terminated.

     The Company continues to pursue the raising of additional funds and other
     strategic initiatives including the sale of all or certain assets to
     improve its working capital position and its capital structure. During
     fiscal 2001, the Company borrowed $1.0 million pursuant to promissory notes
     that were due on June 30, 2001 and have been extended to June 23, 2002. The
     holder of the notes is a corporation controlled by one of the Company's
     principal stockholders. Further the Company has taken a number of steps,
     including personnel reductions, to conserve cash until it is it is able to
     sell assets. The Company needs to obtain proceeds from the sale of assets
     to provide the necessary cash resources to repay its term loan and
     promissory notes, its accounts payable and fund operations. Further, the
     Company may need to continue to obtain short-term financing while it
     negotiates its strategic transactions. At this time the Company is unable
     to predict whether it will be successful in its efforts. If the Company is
     not successful in obtaining additional funding or selling assets, the
     Company will not be able to continue as a going concern. Over the
     long-term, the Company's liquidity is dependent on market acceptance of its
     products and technology.

(3)  Inventory
     ---------

     At July 31, 2001, inventory consisted of raw materials of $.2 million, and
     finished products of $.7 million.

                                                                     (Continued)

                                       7

<PAGE>

                          ECOGEN INC. AND SUBSIDIARIES

    Notes to Unaudited Consolidated Condensed Financial Statements, Continued

(4)  Debt Agreements
     ---------------

     In August 1998, the Company obtained a secured, revolving working capital
     line of credit for up to $5.0 million with a financial institution. During
     the third quarter of fiscal 2001, the Company repaid the balance due on the
     working capital line of credit and such line has been terminated.

     On December 24, 1999, the Company obtained a secured loan for $1.5 million
     with a financial institution that is controlled by a principal stockholder
     of the Company. The loan required a $.5 million principal payment in June
     2000 (which was extended to June 2001) with the balance due in June 2001.
     Recently, the loan has been extended to June 23, 2002. However, in the
     event that the Company receives net proceeds in excess of $50 thousand from
     non-operating activity prior to June 23, 2002, the holder of the term loan
     may elect to require a prepayment of the balance due under the loan. The
     loan bears interest at prime plus 2%. The Company's assets collateralize
     the loan. A corporation controlled by one of the Company's principal
     stockholders guarantees the loan. In connection with the guarantee, the
     corporation was issued a five-year warrant to purchase 200,000 shares of
     the Company's common stock at $1.25 per share. The value of such warrants
     of $183,556 was recorded as deferred debt expense and amortized as interest
     expense over the life of the loan.

     During fiscal 2001, a corporation controlled by one of the Company's
     principal stockholders loaned the Company $1.0 million pursuant to
     promissory notes that were due June 30,2001, bear interest at 12%, and are
     secured by an interest in any success fees received under the Company's
     agreement with Monsanto Company. The due date on such notes has been
     extended to June 23, 2002. However, in the event that the Company receives
     net proceeds in excess of $50 thousand from non-operating activity prior to
     June 23, 2002, the holder of the promissory notes may elect to require a
     prepayment of the balance due on the notes.

(5)  Stockholders' Equity
     --------------------

     During fiscal 2001, the Company issued 734,988 shares of its common stock
     in exchange for 950 shares of the Company's Series 2000-A 7% convertible
     preferred stock issued in February 2000. The Company also issued 51,289
     shares of its common stock in payment of cumulative dividends at the time
     of conversion.

(6)  Plant and Equipment
     -------------------

     During fiscal 2001, the Company transferred ownership in certain fixed
     assets to a contract manufacturer of the Company in exchange for $.3
     million in credits to be used for future costs of production at that
     facility. If at the end of two years the Company has not utilized the full
     amount of the credits for production, the balance due will be paid to the
     Company in cash. The credits have been recorded as prepaid expenses and
     other assets.

                                                                     (Continued)

                                        8

<PAGE>

                          ECOGEN INC. AND SUBSIDIARIES

    Notes to Unaudited Consolidated Condensed Financial Statements, Continued

(7)  Acquisition
     -----------

     On February 15, 2000, the Company completed its acquisition of certain
     assets of the sprayable Bt bioinsecticide business of Mycogen Corporation,
     an affiliate of Dow AgroSciences LLC. The Company issued 1,351,351 shares
     of the Company's common stock valued at approximately $3.0 million upon the
     closing of the transaction. Prior to the closing, the Company acquired
     approximately $.4 million of Mycogen's inventory of sprayable Bt products,
     under a distribution agreement effective January 31, 2000. Under the terms
     of the agreement, Mycogen has agreed to hold the shares for a three-year
     period, except in the event of certain change in control transactions.
     Mycogen was granted certain demand and piggyback registration rights with
     respect to the shares. In addition, Mycogen has the right of first refusal
     to purchase securities of the Company so as to maintain its ownership
     percentage in the Company. Mycogen also has been granted certain market
     price protection rights at the time that Mycogen sells the shares, which
     may result in the issuance of additional shares, which may not exceed 20%
     of the Company's outstanding shares without stockholder approval. The
     Company and Dow AgroSciences LLC also entered into a five-year supply
     agreement and the companies have entered into distribution agreements
     granting exclusive rights to Dow AgroSciences to sell the acquired products
     in Mexico, New Zealand, Australia and France.

     The transaction was accounted for as a purchase and, accordingly, the total
     purchase price for the assets of approximately $3.4 million, including out
     of pocket expenses, was allocated based upon their fair value at the date
     of acquisition. The assets acquired include inventory and certain
     identifiable intangible assets including a license to certain genes and
     strains and product registration and data citation rights. Included in the
     purchase price is inventory acquired by the Company prior to the final
     closing under a distribution agreement. The agreement also provides that
     the Company has no obligation for past or future royalties under a 1998
     settlement agreement with Mycogen on a patent infringement dispute. Under
     purchase accounting, part of the purchase price has been allocated to other
     assets for the fully paid up royalty and any amounts previously accrued
     under the settlement agreement have been eliminated in purchase accounting.

     The following unaudited pro forma information has been prepared as if the
     February 2000 acquisition of the products had occurred on November 1, 1999.
     The unaudited pro forma information does not purport to represent the
     Company's consolidated results of operations that would have been achieved
     had the transaction to which pro forma effect is given been consummated as
     the date or period indicated.

                                                 Nine Months Ended July 31,
                                                   2001             2000
                                                   ----             ----
                                          ($ in thousands except per share data)

               Total revenues                  $   2,391        $   8,953
               Net loss allocable to
                 common stockholders              (3,299)          (6,143)
               Basic and diluted net
                 loss per share                    (0.24)           (0.59)

                                        9

<PAGE>

                          ECOGEN INC. AND SUBSIDIARIES

                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition

            Three Months and Nine Months Ended July 31, 2001 and 2000

NINE MONTHS ENDED JULY 31, 2001 AND 2000
----------------------------------------

Revenues
--------

Net product sales were $2.4 million and $5.3 million for the first nine months
of fiscal 2001 and 2000, respectively, representing a decrease of 54%. The
decrease in product sales was primarily the result of the Company's limited
ability to fund production and the purchase of finished goods from Dow
AgroSciences LLC. due to the Company's limited liquid resources. Sales of the
Company's Bt product line represented 92% of Company's product sales in the
first nine months of fiscal 2001. Biofungicide product sales represented 7% of
product sales in fiscal 2001. Biofungicide and other product sales were
substantially discontinued during the second quarter of fiscal 2001.

Contract research revenues increased $.2 million in the first nine months of
fiscal 2001 when compared to the same period in fiscal 2000 due to grant revenue
earned in fiscal 2001.

Costs and Expenses
------------------

Cost of products sold decreased 51% in the first nine months of fiscal 2001
compared to the same period in fiscal 2000 primarily due to lower sales. Gross
margins on product sales were 8% for fiscal 2001 and 17% in fiscal 2000. The
lower gross margins in fiscal 2001 were principally due to unabsorbed overhead
due to limited production.

Total operating expenses were $3.0 million in the first nine months of fiscal
2001 compared to $5.6 million in fiscal 2000, a decrease of 46%. Such decrease
was due to cost reduction measures implemented by the Company in fiscal 2001 to
conserve cash, including personnel reductions. Research and development costs
decreased $.8 million or 59% and selling, general and administrative expenses
decrease $.1.8 million or 43% in the first nine months of fiscal 2001.

Operating loss was ($2.6) million in the first nine months of fiscal 2001
compared to ($4.8) million in 2000 due principally to lower operating expenses
and offset in part by lower gross margins in fiscal 2001.

Other expense, net, decreased $.3 million in the first nine months of fiscal
2001 compared to the same period in fiscal 2000 due primarily to gains on the
sale of assets and lower interest expense due to lower interest and other costs
associated with the Company's line of credit.

Net Loss
--------

Net loss allocable to common stockholders for the nine months ended July 31,
2001 were ($3.3) million, compared to a net loss allocable to common
stockholders of ($6.3) million for the same period in fiscal 2000 substantially
as a result of lower expenses. Basic and diluted net loss per share for the nine
months ended July 31, 2001 was ($0.24), compared to net loss per share of
($0.55) in fiscal 2000 on weighted average shares outstanding of 14.0 million
and 11.5 million in the first nine months of fiscal 2001 and 2000, respectively.
Net loss allocable to common stockholders included preferred stock dividends of
$.4 million and $.9 million in the first nine months of fiscal 2001 and 2000,
respectively, including an assumed incremental yield of $.6 million in fiscal
2000.

                                       10

<PAGE>

THREE MONTHS ENDED JULY 31, 2001 AND 2000
-----------------------------------------

Revenues
--------

During the three months ended July 31, 2001, net product sales decreased $1.0
million or 56% principally due to volume. Sales of the Company's Bt product line
represented 96% of the Company's product sales in fiscal 2001. The decrease in
Bt product sales was primarily the result of the Company's limited ability to
fund production and the purchase of finished goods from Dow AgroSciences LLC.
due to the Company's limited liquid resources. Biofungicide and other product
sales were substantially discontinued during the second quarter of fiscal 2001.

Contract research revenues increased $50 thousand due to grant revenue earned in
the third quarter of fiscal 2001 compared to the same period in fiscal 2000.

Costs and Expenses
------------------

Cost of products sold decreased 56% in the third quarter of fiscal 2001 compared
to the same period in fiscal 2000 due primarily to a decrease in product sales.
Gross margins on product sales declined from 10% in the third quarter of fiscal
2000 to 9% in fiscal 2001. The lower gross margins on product sales in the third
quarter of fiscal 2001 were due principally to unapplied overhead as a result of
limited production.

Total operating expenses, consisting of research and development and selling,
general and administrative expenses, were $.6 million in the third quarter of
fiscal 2001, compared to $1.9 million in the comparable period in fiscal 2000.
This 67% decrease was due to cost reduction measures implemented by the Company
to conserve cash, including personnel reductions. Research and development costs
decreased $.4 million or 85% and selling, general and administrative expenses
decreased $.9 million or 62% in the third quarter of fiscal 2001 compared to
fiscal 2000.

The operating loss improved from ($1.7) million in the third quarter of fiscal
2000 to ($.5) million in the comparable period in fiscal 2001. The improvement
was primarily due to the decrease in operating expenses.

Net Loss
--------

Net loss allocable to common stockholders for the three months ended July 31,
2001 was ($.8) million, compared to a net loss allocable to common stockholders
of ($2.3) million for the same period in fiscal 2000. Basic and diluted net loss
per share for the three months ended July 31, 2001 was ($0.05), compared to net
loss per share of ($0.18) in the comparable period of fiscal 2000 on weighted
average shares outstanding of 14.3 million and 12.5 million in the three months
ended July 31, 2001 and 2000, respectively. Net loss allocable to common
stockholders included preferred stock dividends of $.1 million and $.4 million
in the third quarter of fiscal 2001 and 2000, respectively, including an assumed
incremental yield of $.3 million in fiscal 2000.

                                       11

<PAGE>

Seasonality of Business
-----------------------

The bulk of the Company's current products are presently marketed for
agricultural applications in the northern hemisphere, where the growing season
generally runs from spring through fall. Because of the seasonal nature of its
business, the Company's product revenues are likely to be concentrated in the
fiscal quarters prior to and during a particular growing season, which may
result in substantial variations in quarter-to-quarter financial results.
Unusual weather conditions, such as droughts or floods and the level of insect
pressure in grower areas also affect product sales from year-to-year. In
addition, commercial introduction of the Company's new products is contingent
on, among other factors, completion of field testing and receipt of required
regulatory approvals. Unusual weather conditions during field tests or failure
to receive regulatory approvals prior to the growing season may require
additional field tests in subsequent growing seasons, with resulting delays in
product development and commercialization.

Liquidity and Capital Resources
-------------------------------

During the first nine months of fiscal 2001, cash and cash equivalents declined
$.1 million. Net cash used for operations was $.6 million of which $.3 million
was provided by net borrowings, $.2 million from proceed on the sale of assets
and $.1 million from the decrease in cash balances since October 31,2000. During
the first nine months of fiscal 2001, the Company borrowed $1.0 million pursuant
to promissory notes and made principal payments on debt of approximately $.7
million.

At July 31, 2001, the Company had limited liquid resources. At July 31, 2001,
current liabilities were $7.7 million and current assets were $1.7 million
resulting in a working capital deficit of $6.0 million. Current liabilities
increased $.8 million from October 31, 2000 due primarily to net borrowings and
the Company's inability to make timely payments during fiscal 2001. At July 31,
2001, the Company had $3.2 million in accounts payable. Certain of these
creditors have initiated legal and other action for collection of amounts
overdue aggregating $.2 million. Included in current liabilities at July 31,
2001 are net borrowings under debt facilities of $2.6 million.

During fiscal 2000, the Company obtained a $1.5 million variable rate secured
term loan with the Berkshire Bank, a financial institution controlled by a
principal stockholder of United Equities (Commodities) Corporation, one of the
Company's principal stockholders. The maturity date of the Term Loan has been
extended to June 23, 2002 for all principal, interest and penalty payments.
However, in the event that the Company receives net proceeds in excess of $50
thousand from non-operating activity prior to June 23, 2002, the holder of the
term loan may elect to require a prepayment of the balance due on the loan.
Further, during fiscal 2001, a corporation controlled by the principal
stockholder loaned the Company $1.0 million pursuant to promissory notes ("the
Notes") which were due on June 30, 2001 and bear interest at 12%. The due date
for the notes has been extended until June 23, 2002. However, in the event that
the Company receives net proceeds in excess of $50 thousand from non-operating
activity prior to June 23, 2002, the holders of the promissory notes may elect
to require a prepayment of the balance due on the notes.

On September 11, 2000, the Company's common stock was delisted from the Nasdaq
National Market ("NNM") as a result of the Company's failure to meet the NNM's
net tangible assets listing requirement. As a result, dividends on the Company's
Series 2000-A and Series 1998-C Convertible Preferred Stock are payable in cash,
effective with the quarterly dividend payment date of September 30, 2000 and the
semiannual dividend payment date of December 31, 2000, respectively. The Company
no longer has the option to pay such dividends in stock. Under Delaware Law, the
Company is precluded from paying cash dividends due to its deficit in
stockholders' equity and therefore is in default of its preferred stock

                                       12

<PAGE>

To date, the Company has not generated positive cash flow from operations. Since
its inception, the Company financed its working capital needs primarily through
private and public offerings of equity and debt securities, revenues from
research and development alliances and product sales. The Company has secured
borrowings under a term loan and notes that are due on June 23, 2002. However,
in the event that the Company receives net proceeds in excess of $50 thousand
from non-operating activity prior to June 23, 2002, the holders of the term loan
and the promissory notes may elect to require a prepayment of the balance due on
the loan and/or the notes. During the third quarter of fiscal 2001, the Company
repaid the amounts due under its working capital line of credit and such line
has been terminated.

The Company continues to pursue the raising of additional funds and other
strategic initiatives including the sale of all or certain assets to improve its
working capital position. The Company has recently taken a number of steps to
conserve cash, including additional personnel reductions until it is able to
sell assets. The Company needs to sell assets to provide the necessary cash
resources to repay the outstanding balances under the Term Loan, the Notes, its
accounts payable and fund operations. Further the Company may need to continue
to obtain short-term funding while it negotiates its strategic transactions. At
this time the Company is unable to predict whether it will be successful in its
efforts. If the Company is not successful in obtaining additional funding or
selling assets, the Company will not be able to continue as a going concern.
Over the long-term, the Company's liquidity is dependent on market acceptance of
its products and technology. The report of our independent auditors on the
Company's consolidated financial statements for the year ended October 31, 2000
included an explanatory paragraph which stated that the recurring losses from
operations, working capital deficiency, net capital deficiency and limited
liquid resources raise substantial doubt about the Company's ability to continue
as a going concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Recently Issued Accounting Standards
------------------------------------

In December 1999, the staff of the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements
(SAB 101). SAB 101 summarizes certain of the staff's views in applying generally
accepted accounting principles to revenue recognition in financial statements.
SAB 101 required the Company to follow its guidance no later than its fiscal
year beginning November 1, 2000 through a cumulative effect of a change in
accounting principle. Adoption of this standard did not have a material impact
on the Company's financial statements.

In June 1998, the Financial Accounting Standard Board issued Statement No. 133
"Accounting for Derivative Instruments and Hedging Activities" (FAS 133"). FAS
133 which was required to be adopted for the fiscal year beginning November 1,
2000. However, the Company has reviewed FAS 133 and because it does not use
derivatives, the adoption of FAS 133 did not effect the results of operations or
the financial position of the Company.

In April 2000, the Financial Accounting Standard Board Interpretation No. 44,
"Accounting for Certain Transactions Involving Stock Compensation-An
Interpretation of APB Opinion No. 25" ("FIN 44") was issued. Fin 44 clarifies
the application of APB No. 25 for certain issues. Among other issues, FIN 44
clarifies the definition of employee for purposes of applying APB no. 25, the
criteria for determining whether a plan qualifies as non-compensatory plan, the
accounting consequences of various modifications to the term of a previously
fixed stock option or award, and the accounting for an exchange of stock
compensation awards in a business combination. Fin 44 became effective July 1,
2000, but certain conclusions in this interpretation cover specific events that
occur after either December 15, 1998 or January 12, 2000. The adoption of FIN 44
did not have a significant effect on the Company's financial position or results
of operations.

                                       13

<PAGE>

In June 2001, the Financial Accounting Standards Board issued Statement No. 141,
"Accounting for Business Combinations (FAS 141) and Statement No. 142,
Accounting for Goodwill and Intangible Assets (FAS 142). FAS 141 and 142 change
the method of accounting for mergers and acquisitions. Under FAS 141
pooling-of-interest accounting may no longer be used. Under FAS 142 purchased
goodwill will be subject to impairment reviews rather then amortizing goodwill
over a specific period. The effective date for FAS 141 is for transactions
entered into after June 30, 2001. FAS 142 will be effective for fiscal years
beginning after December 31, 2001. Earlier application is permitted, however FAS
142 must be adopted at the beginning of a fiscal year. Adoption of FAS 142 is
not expected to have a material impact on the Company's consolidated financial
statements.

Forward-Looking Statements
--------------------------

All statements contained in this management's discussion and analysis of
financial condition and results of operations other than statements of
historical information, are forward-looking statements. Forward-looking
statements include statements containing plans, objectives, goals, strategies,
future events or performance and underlying assumptions and other statements
which are other than historical facts. Although the Company believes that its
expectations are based on reasonable assumptions, the Company operates in a high
technology, emerging market environment that involves significant risks and
uncertainties which may cause actual results to vary from such forward-looking
statements and to vary significantly from reporting period to reporting period.
These risks include among others, those listed in "Factors That May Affect
Future Results", in the Company's Annual Report on Form 10K for the year ended
October 31, 2000, and other risks detailed from time to time in the Company's
filings with the Securities and Exchange Commission. The Company does not
undertake to update the results discussed herein as a result of changes in risks
or operating results.

                                       14

<PAGE>

PART II - OTHER INFORMATION

Item 6    Exhibits and reports in Form 8-K

(a)  Exhibits

Exhibit No.    Description
-----------    -----------

3.1            Restated Certificate of Incorporation of Ecogen Inc. (Form 10-Q
               for fiscal quarter ended January 31, 1996)*

3.2            By-laws of Ecogen Inc., as amended (Form S-1 Registration
               Statement, File No. 33-14119)*

3.3            Certificate of Designations, Preferences and Rights of Series
               1998-A Convertible Preferred Stock (Form 10-Q for fiscal quarter
               ended April 30, 1998)*

3.4            Certificate of Designations, Preferences and Rights of Series
               1998-C Convertible Preferred Stock (Form 8-K, dated September 2,
               1998)*

3.5            Certificate of Designations, Preferences and Rights of Series
               1999-A Convertible Preferred Stock (Form 10-Q, for fiscal quarter
               ended April 30, 1999)*

3.6            Certificate of Designations, Preferences and Rights of Series
               2000-A Convertible Preferred Stock (Form 10-K, for fiscal year
               ended October 31, 1999)*

10.153         Asset Purchase and License Agreement between Ecogen Inc. and
               Mycogen Corporation dated as of February 15, 2000 (Current Report
               on Form 8-K dated March 1, 2000)*

10.154         Stockholders Agreement between Ecogen Inc. and Mycogen
               Corporation dated February 15, 2000 (Current Report on Form 8-K
               dated March 1, 2000)*

10.155         Purchase and Sale Agreement between Ecogen Inc. and Dow
               AgroSciences LLC dated as of February 15, 2000 (Current Report on
               Form 8-K dated March 1, 2000)*

10.156         Convertible Preferred Stock Purchase Agreement between Ecogen
               Inc. and Amro International, S.A., Aspen International, Ltd. and
               Markham Holdings Limited dated as of February 14, 2000 (Form 10-Q
               for the fiscal quarter ended January 31, 2000)*

10.157         Registration Rights Agreement between Ecogen Inc. and Amro
               International, S.A., Aspen International, Ltd. and Markham
               Holdings Limited dated as of February 14, 2000 (Form 10-Q for the
               fiscal quarter ended January 31, 2000)*

* These items are hereby incorporated by reference from the exhibits of the
filing or report indicated and are made part of this Report.

                                       15

<PAGE>

10.158         Warrant Agreement between Ecogen Inc. and AMRO International,
               S.A. dated February 14, 2000 (Form 10-Q for the fiscal quarter
               ended January 31, 2000)*

10.159         Warrant Agreement between Ecogen Inc. and Aspen International,
               Ltd. dated February 14, 2000 (Form 10-Q for the fiscal quarter
               ended January 31, 2000)*

10.160         Warrant Agreement between Ecogen Inc. and Markham Holdings
               Limited dated as of February 14, 2000 (Form 10-Q for the fiscal
               quarter ended January 31, 2000)*

10.161         Form of Demand Promissory Note to Momar Corporation (Form 10-K
               for the fiscal year ended October 31, 2000)*


(b)  Current Reports on Form 8-K

          None

*    These items are hereby incorporated by reference from the exhibits of the
     filing or report indicated and are made part of this Report.

                                       16

<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.

Date:  May 21, 2002


                                   ECOGEN INC.


                                   By:   /s/ James P. Reilly, Jr
                                         ---------------------------------------
                                         James P. Reilly, Jr.
                                         Chairman, Chief Executive
                                         Officer and Acting Chief Financial and
                                         Accounting Officer

                                       17