<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 10-Q

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


                        For Quarter Ended April 30, 2002

                          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 June 4, 2002
          -----                                     ---------------------------

Common Stock, $.01 par value                                  41,790,094

<PAGE>

                                   ECOGEN INC.

                                      INDEX
<TABLE>
<CAPTION>
                                                                                              Page

PART I - FINANCIAL INFORMATION
<S>                                                                                            <C>
  Item 1        - Financial Statements:

     Unaudited Consolidated Condensed Balance Sheets-Pro Forma as of April
         30,2002 and Actual as of April 30, 2002 and October 31, 2001 ..................       1

     Unaudited Consolidated Condensed Statements of Operations
         for the six months and three months ended April 30, 2002 and 2001 .............       2

     Unaudited Consolidated Condensed Statement of Stockholders'
         Deficit for the six months ended April 30, 2002 ...............................       3

     Unaudited Consolidated Condensed Statements of Cash Flows for the six
         months ended April 30, 2002 and 2001 ..........................................       4

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

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


PART II - OTHER INFORMATION

  Item 6(a) - Exhibits .................................................................      16
</TABLE>

<PAGE>

                          ECOGEN INC, AND SUBSIDIARIES

                UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                                                     Unaudited
Assets                                                               Pro Forma                           Actual
                                                                      April 30,              April 30,            October 31,
                                                                        2002                   2002                  2001
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                   <C>                    <C>
Current  assets:
   Cash and cash  equivalents                                     $      818,181        $        2,525         $        8,054
   Trade receivables, net                                                152,575               152,575                311,024
   Inventory, net                                                         21,309                21,309                300,322
   Prepaid expenses and other current assets                             331,643               331,643                373,962
   Assets held for sale                                                        -               128,954                      -
-----------------------------------------------------------------------------------------------------------------------------
         Total current assets                                          1,323,708               637,006                993,362
-----------------------------------------------------------------------------------------------------------------------------

Plant and equipment, net                                                   3,244                 3,244                 29,554
Intangible and other assets, net                                          27,232                27,232                778,093
Assets held for sale                                                           -               746,280                      -
-----------------------------------------------------------------------------------------------------------------------------
                                                                  $ 1,354,184.00        $ 1,413,762.00         $    1,801,009
=============================================================================================================================


Liabilities and Stockholders' Deficit

-----------------------------------------------------------------------------------------------------------------------------
Current liabilities:
   Debt due within one year                                                    -             2,755,500              2,500,500
   Accounts payable and accrued  expenses                              5,107,745             5,551,588              5,005,810
-----------------------------------------------------------------------------------------------------------------------------
         Total current liabilities                                     5,107,745             8,307,088              7,506,310
-----------------------------------------------------------------------------------------------------------------------------

Long-term accrued expenses                                               153,253               153,253                231,505
-----------------------------------------------------------------------------------------------------------------------------
Long-term deferred revenue                                             1,864,928             1,864,928              1,780,928
-----------------------------------------------------------------------------------------------------------------------------
Minority interest                                                      1,533,854             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; 30,000
         shares authorized; 5,873 and 6,598 shares
         outstanding in 2002 and 2001, respectively
         (liquidation value $596,000)                                         59                    59                     66
      Series 1998 C convertible preferred stock ; 50,000
         shares authorized; 20,854 and 32,354 shares
         outstanding in 2002 and 2001, respectively
         (liquidation value $2,085,000)                                      209                   209                    324
   Common stock, par value $.01 per share; authorized
         42,000,000 shares:issued and outstanding 41,780,095
         shares in pro forma and actual 2002 and 14,432,807
         shares in 2001                                                  417,799               417,799                144,327
   Additional paid-in capital                                        129,049,166           129,049,166            129,317,112
   Accumulated deficit                                              (136,772,829)         (139,912,594)          (138,713,417)
-----------------------------------------------------------------------------------------------------------------------------
         Total stockholders' deficit                                  (7,305,596)          (10,445,361)            (9,251,588)
-----------------------------------------------------------------------------------------------------------------------------
                                                                  $    1,354,184        $    1,413,762         $    1,801,009
=============================================================================================================================
</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                  Six Months Ended
                                                              April 30,                         April 30,
                                                        2002          2001                 2002          2001
----------------------------------------------------------------------------------------------------------------
<S>                                                 <C>            <C>             <C>              <C>
Revenues:

  Product sales, net                                 $   156,656    $   805,357    ($   420,871      $ 1,597,850
  Contract research                                            -        172,813               -          172,813
----------------------------------------------------------------------------------------------------------------
    Total revenues                                       156,656        978,170         420,871        1,770,663
----------------------------------------------------------------------------------------------------------------

Costs and expenses:

  Cost of products sold                                    8,210        801,166         219,633        1,487,439
  Research and development:                                    -        189,915               -          482,097
  Selling, general and administrative                    489,529      1,091,506         979,035        1,919,437
----------------------------------------------------------------------------------------------------------------
    Total costs and expenses                             497,739      2,082,587       1,198,668        3,888,973
----------------------------------------------------------------------------------------------------------------
Operating loss                                          (341,083)    (1,104,417)       (777,797)      (2,118,310)
----------------------------------------------------------------------------------------------------------------
Other income (expense):
    Interest expense, net                               (133,505)      (199,135)       (249,397)        (321,775)
    Other income                                           2,308        124,095          14,381          155,567
----------------------------------------------------------------------------------------------------------------
    Total other expense, net                            (131,197)       (75,040)       (235,016)        (166,208)
----------------------------------------------------------------------------------------------------------------

Net loss                                                (472,280)    (1,179,457)     (1,012,813)      (2,284,518)

Dividends on preferred stock                              87,232        127,544         184,971          262,205
----------------------------------------------------------------------------------------------------------------

Net loss allocable to common stockholders           ($   559,512)  ($ 1,307,001)   ($ 1,197,784)    ($ 2,546,723)
================================================================================================================

Basic and diluted net loss per common share         ($      0.01)  ($      0.09)   ($      0.03)    ($      0.18)
================================================================================================================

Weighted average number of common
    shares outstanding                                41,447,000     14,198,900      38,878,000       13,839,800
================================================================================================================
</TABLE>



See Accompanying Notes to Unaudited Consolidated Condensed Financial Statements.

                                       2

<PAGE>

                          ECOGEN INC. AND SUBSIDIARIES

     UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' (DEFICIT)
                         Six months ended April 30, 2002

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

                                                Convertible               Additional
                                                 Preferred    Common        Paid-in      Accumulated
                                                  Stock        Stock        Capital        Deficit          Total
-----------------------------------------------------------------------------------------------------------------------
<S>                                                <C>        <C>         <C>           <C>              <C>
Balance November 1, 2001                           $390       $144,327    $129,317,112  ($138,713,417)   ($9,251,588)

Dividends on preferred stock,
  including 163,935 shares of common
  stock issued in payment of dividends                -          1,639           3,765       (186,364)      (180,960)

Conversion of 11,500 shares of
  Series 1998 C convertible preferred
  stock to 25,000,000 shares of common stock       (115)       250,000        (249,885)             -              -

Conversion of 725 shares of Series 2000
  A convertible preferred stock to
  2,183,313 shares of common stock                   (7)        21,833         (21,826)             -              -


Net  loss                                             -              -               -     (1,012,813)    (1,012,813)

-----------------------------------------------------------------------------------------------------------------------
Balance April  30,  2002                           $268       $417,799    $129,049,166  ($139,912,594)  ($10,445,361)
=======================================================================================================================
</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>
------------------------------------------------------------------------------------------------

                                                                        Six months ended
                                                                            April 30,
                                                                    2002                 2001
------------------------------------------------------------------------------------------------
<S>                                                             <C>                 <C>
Cash flows from operating activities:
   Net loss                                                     ($1,012,813)        ($2,284,518)
   Adjustments to reconcile net loss to net
      cash used in operating activities:
         Depreciation and amortization expense                        3,865             341,146
         Loss on disposition of fixed assets                          3,564            (139,740)
         Noncash interest and other expense                         222,087             267,054
         Changes in assets and liabilities                          506,137           1,010,620

------------------------------------------------------------------------------------------------
 Net cash (used in) provided by operating activities               (277,160)           (805,438)
------------------------------------------------------------------------------------------------

Cash flows from investing activities:
   Proceeds form sale of assets                                      18,047             169,365

------------------------------------------------------------------------------------------------
Net cash provided by investing activities                            18,047             169,365
------------------------------------------------------------------------------------------------

Cash flows from financing activities:
   Proceeds from promissory notes                                   255,000           1,000,500
   Payments on line of credit, net                                        -            (436,370)
   Repayment of capital lease obligations                            (1,416)           (135,631)

------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities                 253,584             428,499
------------------------------------------------------------------------------------------------

Net decrease in  cash                                                (5,529)           (207,574)

Cash and cash equivalents, beginning of period                        8,054             215,777

------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                         $    2,525          $    8,203
================================================================================================
</TABLE>

                                                                     (Continued)

<PAGE>

                          ECOGEN INC. AND SUBSIDIARIES

      UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS, CONTINUED

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

                                                                  Six months ended
                                                                      April 30,
                                                                 2002          2001
--------------------------------------------------------------------------------------
<S>                                                           <C>           <C>
Changes in assets and liabilities, net of acquisition:
   Decrease (increase) in receivables                         $158,449      ($61,620)
   Decrease in inventory                                       215,059       977,647
   Increase in prepaid expenses and other current assets       (22,681)       99,791
   Decrease in other assets                                          -        46,828
   (Increase) decrease in accounts payable
       and accrued expenses                                    155,310       (52,026)

--------------------------------------------------------------------------------------
       Changes in assets and liabilities, net                 $506,137    $1,010,620
======================================================================================

--------------------------------------------------------------------------------------
Noncash investing and financing activities:
--------------------------------------------------------------------------------------
</TABLE>


   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 costs of production at that facility. Any
   unused balance is payable in cash at the end of two years.

   During the first half of fiscal 2002 and 2001, the Company issued 26,874,353
   and 734,988 shares of common stock, respectively, upon conversion of the
   Company's preferred stock. In connection with the conversion, the Company
   issued 163,935 and 51,289 shares of its common stock, respectively in payment
   of dividends.


           See Accompanying Notes to Unaudited Consolidated Condensed
                              Financial Statements.

                                       5

<PAGE>

                          ECOGEN INC. AND SUBSIDIARIES

         Notes to Unaudited Consolidated Condensed Financial Statements

                             April 30, 2002 and 2001

(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, 2001 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 April 30, 2002 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 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 and technology.

     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 losses allocable to common stockholders of
     ($1,198,000) and ($2,547,000) for the six-month periods ended April 30,
     2002, and 2001, respectively. The loss from inception in 1983 to April 30,
     2002 amounts to ($139,913,000). Further, the Company has a working capital
     deficit, a stockholders' deficit and limited liquid resources. These
     factors raise substantial doubt about its 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. 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 secured a $1,500,000 term loan from a bank that
     is controlled by a principal of the Company's majority stockholder ("Term
     Loan") and notes from a corporation affiliated with the majority
     stockholder ("Notes") that are due on June 23, 2002. As of April 30, 2002,
     the Company had borrowed $1,255,500 under the Notes. Subsequent to April
     30, 2002, the Company borrowed an additional $250,000 under Notes. At the
     time of entering into the additional loans, the terms of the Notes were
     amended to include all of the Company's assets as security for the Notes.

     On May 6, 2002, the Company signed an Asset Purchase Agreement with Certis
     USA, LLC ("Certis"), an indirect subsidiary of Mitsui & Co., for the sale
     of certain assets relating to the Company's sprayable Bt bio-pesticide
     business and the Company's insecticidal nematode business including, but
     not limited to, the Company's CryMax , Lepinox, Condor, Condor G, Raven,
     Bti technicals and HB nematode product lines. The transaction excludes the
     Bt CellCap products acquired from Mycogen Corporation and the Company's
     agreements with the Monsanto Company relating to the royalty arrangements
     for transgenic plants. The assets to be sold include all technology and
     know-how related to the business, including strain libraries for
     bio-pesticide uses, product registration, trademarks, patents or licenses
     and certain inventory and fixed assets. Upon the closing of the
     transaction, the Company will receive cash purchase price of $4,015,000
     (net of approximately $100,000 in out of pocket expenses) subject to
     certain adjustments. The closing of the transaction is subject to certain
     conditions including obtaining approval of the Company's stockholders.
     Further, as a condition to the closing of the transaction, the Company is
     required to pay certain of its liabilities associated with the assets to be
     sold including the payment of the Term Loan and the Notes to remove the
     liens on such assets

                                                                     (Continued)

                                        7

<PAGE>

                          ECOGEN INC. AND SUBSIDIARIES

    Notes to Unaudited Consolidated Condensed Financial Statements, Continued

(2)  Liquidity (con't)

     and approximately $100,000 in accounts payable and accrued expenses. At May
     31, 2002, the aggregate amounts due under the Term Loan and Notes,
     including accrued interest were $3,372,000.

     After the payments of the Company's liabilities as described above, the net
     proceeds from the sale of approximately $543,000 will not be sufficient for
     the Company to pay its existing liabilities. The Company will need to
     continue to pursue the raising of additional funds and other strategic
     initiatives including the sale of all or certain other assets to improve
     its working capital position. The Company also has taken a number of steps
     to conserve cash, including significant personnel reductions and related
     costs and the curtailment of all manufacturing until it is able to sell
     assets. The Company needs to sell other assets or obtain financing to
     provide the necessary cash resources to repay the outstanding balances
     under it's accounts payable and fund operations. At the present time, the
     Company is not pursuing any long-term financing. Further the Company needs
     to continue to obtain short-term funding while it negotiates potential
     sales. 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, including
     products, if any, commercialized by Monsanto Company utilizing the
     Company's technology.

(3)  Loan Agreements

     The Company has a secured term loan ("Term Loan") with a principal balance
     of $1,500,000 with a financial institution that is controlled by a
     principal of the Company's majority stockholder. The Term Loan including
     unpaid interest is due in June 2002. The loan bears interest at prime plus
     2%. The Company's assets collateralize the loan. A corporation affiliated
     with the majority stockholder 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 has been recorded as deferred debt expense and
     was amortized as interest expense over the life of the loan.

     At April 30, 2002, a corporation affiliated with the Company's majority
     stockholder had loaned the Company an aggregate of $1,255,000 pursuant to
     promissory notes ("Notes") that are due June 30, 2002, bear interest at
     12%, and are secured by an interest in any success fees received under the
     Company's agreement with Monsanto Company. Subsequent to April 30, 2002,
     such corporation loaned the Company an additional $250,000 pursuant to the
     Notes under the same terms as indicated previously. At the time of entering
     into the additional loans, the terms of the Notes were amended to include
     all of the Company's assets as security for the Notes. Under the agreement
     with Certis, as described in note 5, the balances due under the Term Loan
     and the Notes plus accrued interest are required to be paid concurrent with
     the closing of the sale of assets in order to remove the lien on the assets
     to be sold.

                                                                     (Continued)

                                       8




<PAGE>

                          ECOGEN INC. AND SUBSIDIARIES

    Notes to Unaudited Consolidated Condensed Financial Statements, Continued

(4)  Stockholders' Equity

     In November 2001, 11,500 shares of the Series 1998 C Preferred Stock were
     converted into 25,000,000 shares of the Company's common stock in
     accordance with the terms of the preferred stock. As a result of the
     conversion, the holder of the preferred stock owns 62% of the Company's
     outstanding common shares. After the conversion, 20,854 shares of the
     Series 1998 C Convertible Preferred Stock remain outstanding.

     During the six month period ended April 30, 2002, the Company issued
     2,183,313 shares of its common stock in exchange for 725 shares of the
     Company's Series 2000-A 7% Convertible Preferred Stock. The Company also
     issued 163,935 shares of its common stock in payment of cumulative
     dividends at the time of conversion.

     Subsequent to April 30, 2002, the Board of Directors of the Company
     approved a 1 for 10 reverse stock split, subject to obtaining stockholder
     approval.

(5)  Sale of Assets

     On May 6, 2002, the Company signed an Asset Purchase Agreement with Certis,
     an indirect subsidiary of Mitsui & Co., for the sale of certain assets
     relating to the Company's sprayable Bt bio-pesticide business and the
     Company's insecticidal nematode business including, but not limited to, the
     Company's CryMax , Lepinox, Condor, Condor G, Raven, Bti technicals and HB
     nematode product lines. The transaction excludes the Bt CellCap products
     acquired from Mycogen Corporation and the Company's agreements with the
     Monsanto Company relating to the royalty arrangements for transgenic
     plants. The assets to be sold include all technology and know-how related
     to the business, including strain libraries for bio-pesticide uses, product
     registration, trademarks, patents or licenses and certain inventory and
     fixed assets. Upon the closing of the transaction, the Company will receive
     cash purchase price of $4,015,000 (net of out of pocket expenses of
     approximately $100,000) subject to certain adjustments. The closing of the
     transaction is subject to certain conditions including obtaining approval
     of the Company's stockholders. Further, as a condition to the closing of
     the transaction, the Company is required to pay certain of its liabilities
     associated with the assets to be sold including the payment of the Term
     Loan and the Notes to remove the liens on such assets and approximately
     $100,000 in accounts payable and accrued expenses. At May 31, 2002, the
     aggregate amounts due under the Term Loan and Notes, including accrued
     interest were $3,372,000.

     A summary of assets to be sold is as follows:

               Inventory                                     $    64,000
               Other current assets                               65,000
               Intangibles and other assets                      747,000
                                                             -----------
                                                                 876,000
               Net Proceeds                                    4,015,000
                                                             -----------
               Gain on sale of assets                        $ 3,139,000
                                                             ===========

                                                                     (Continued)

                                        9

<PAGE>

                          ECOGEN INC. AND SUBSIDIARIES

    Notes to Unaudited Consolidated Condensed Financial Statements, Continued

(5)  Sale of Assets, con't

     The unaudited pro forma consolidated balance sheet presented is based upon
     the Company's historical consolidated balance sheet at April 30, 2002,
     after giving effect to (i) the sale of assets as described above and the
     receipt of estimated $4,015,000 cash purchase price from the sale, (ii) the
     payment of $1,700,000 for amounts due under the Term Loan and $1,400,000
     for the amounts due under the Notes including accrued interest at April 30,
     2001 as described previously in note 3 and (iii) the payment of $100,000 in
     accounts payable and accrued expenses.

                                       10

<PAGE>

                          ECOGEN INC. AND SUBSIDIARIES

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

            Three Months and Six Months Ended April 30, 2002 and 2001

SIX MONTHS ENDED APRIL 30, 2002 AND 2001

Revenues

Net product sales were $421,000 and $1,598,000 for the first six months of
fiscal 2002 and 2001, respectively, representing a decrease of 74%. Sales of the
Company's Bt product line, representing 94% of Company's product sales in the
first six months of fiscal 2002, decreased 73%. The decrease in sales was due
principally to the Company's lack of financial resources including its inability
to fund production and secure additional finished goods from Dow Agrosciences
LLC. In January 2002, Dow terminated the Supply Agreement as a result of
Ecogen's alleged failure to remedy its breaches under the agreement. As a result
of the termination of the Supply Agreement, the Company currently is unable to
sell any products acquired from Mycogen. Since Dow owns the manufacturing
process, the Company is unable to contract with a third party for the
manufacture of these products. Although the Company is in discussions with Dow
to resolve the situation, there is no assurance that the Company will be
successful. Due to the termination of the Dow supply agreement, the sale of
assets to Certis and the Company's lack of liquidity, sales are expected to
continue to decline. The Company's source of product sales is dependent upon its
limited amount of inventory.

Biofungicide product sales, which represented 6% of product sales in fiscal
2002, decreased from 9% of product sales in the year-ago period. The Company
discontinued marketing its biofungicide products in fiscal 2001. The limited
product sales represent the sale of available finished products.

Contract research revenues decreased to zero from $.2 million due to grants
funded in fiscal 2001. The Company has discontinued all research and development
efforts in fiscal 2002.

Costs and Expenses

Cost of products sold decreased 85% in the first six months of fiscal 2002
compared to the same period in fiscal 2001. Gross margins on product sales were
48% for fiscal 2002 and 7% in fiscal 2001. The higher gross margins in fiscal
2002 were principally due to sales of certain products that had been fully
reserved and therefore had no costs associated with such sales.

Total operating expenses were $979,000 in the first six months of fiscal 2002,
compared to $2,402,000 in the same period in fiscal 2001, a decrease of 59% due
to cost reduction measures implemented by the Company in fiscal 2002 and 2001 to
conserve cash, including significant personnel reductions. There were no
research and development expenses in fiscal 2002 due to the Company's decision
to curtail all research and development due to its limited resources. Research
and development expenses in the first half of fiscal 2001 were $482,000. The
remaining decrease is related to selling general and administrative expenses,
which the Company expects to continue to decrease.

                                       11

<PAGE>

Operating loss was ($778,000) in the first six months of fiscal 2002 compared to
($2,118,000) in 2001. The decrease was due principally to lower operating
expenses in fiscal 2002.

Total other expense, increased in the first six months of fiscal 2002 compared
to the same period in fiscal 2001 due primarily to $155,000 in gains on the
sales of assets in fiscal 2001.

Net Loss

Net loss allocable to common stockholders for the six months ended April 30,
2002 were ($1,198,000), decreased when compared to a net loss allocable to
common stockholders of ($2,547,000) for the same period in fiscal 2001
substantially as a result of lower expenses. Basic and diluted net loss per
share for the six months ended April 30, 2002 was ($.03), compared to net loss
per share of ($.18) in fiscal 2001 on weighted average shares outstanding of
38.9 million and 13.8 million in the first six months of fiscal 2002 and 2001,
respectively. Net loss allocable to common stockholders included preferred stock
dividends of $185,000 and $262,000 in fiscal 2002 and 2001 respectively.

THREE MONTHS ENDED April 30, 2002 AND 2001

Revenues

Net product sales decreased $650,000 or 80% in the three month period ended
April 30, 2002 when compared to the same period in fiscal 2001 principally due
to lower volume of the Company's Bt products. The Company has discontinued its
biofungicide business.

The decrease in Bt product sales was due principally to the Company's lack of
financial resources including its inability to fund production and secure
additional finished goods from Dow Agrosciences LLC. In January 2002, Dow
terminated the Supply Agreement as a result of Ecogen's alleged failure to
remedy its breaches under the agreement. As a result of the termination of the
Supply Agreement, the Company currently is unable to sell any products acquired
from Mycogen. Since Dow owns the manufacturing process, the Company is unable to
contract with a third party for the manufacture of these products. Although the
Company is in discussions with Dow to resolve the situation, there is no
assurance that the Company will be successful. Due to the termination of the Dow
supply agreement, the sale of assets to Certis and the Company's lack of
liquidity, sales are expected to continue to decline. The Company's source of
product sales is dependent upon its limited amount of inventory.

Costs and Expenses

Cost of products sold was $8,000 in the second quarter of fiscal 2002
representing a gross margin on product sales of 95%. The higher margins in the
second quarter of fiscal 2002 were due principally to sales of certain finished
products that had no costs as a result of a previously recorded reserve against
the carrying amount of such inventory.

Total operating expenses consisting of research and development and selling,
general and administrative expenses were $489,000 in the second quarter of
fiscal 2002, compared to $1,281,000 in the same period in fiscal 2001, a
decrease of 62% due to cost reduction measures implemented by the Company to
conserve

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<PAGE>

cash, including significant personnel reductions and related costs and a
reduction in outside services. Further cost reductions have been implemented in
operating expenses subsequent to the end of the second quarter of fiscal 2002.
There was no research and development activity in fiscal 2002

The operating loss improved from ($1,104,000) in the second quarter of fiscal
2001 to ($341,000) in the second quarter of fiscal 2002. The improvement was
primarily due to the decrease in operating expenses.

Net Loss

Net loss allocable to common stockholders for the three months ended April 30,
2002 was ($560,000), compared to a net loss allocable to common stockholders of
($1,307,000) for the same period in fiscal 2001. Basic and diluted net loss per
share for the three months ended April 30, 2002 was ($0.01), compared to net
loss per share of ($0.09) in the second quarter of fiscal 2001 on weighted
average shares outstanding of 41.4 million and 14.2 million in the second
quarter of fiscal 2002 and 2001, respectively. Net loss allocable to common
stockholders included preferred stock dividends of $87,000 and $127,000 in the
second quarter of fiscal 2002 and 2001, respectively.

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.
Product sales from year-to-year are also affected by unusual weather conditions,
such as droughts or floods, and the level of insect pressure in grower areas. 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

At April 30, 2002, the Company had cash on hand of $2,525. The Company funded
its operating loss in the first half of fiscal 2002 primarily through decreases
in inventory and accounts receivable, limited sale of assets and proceeds from
the Notes.

At April 30, 2002, current liabilities were $8,307,000 and current assets were
$637,000, resulting in a working capital deficit of $7,670,000. Current
liabilities increased $801,000 from October 31, 2001 due primarily to non-cash
interest and dividends and additional borrowings under the Notes. At April 30,
2002, the Company had $3,187,000 in accounts payable. Certain of these creditors
have initiated legal and other action for collection of amounts overdue.
Included in current liabilities at April 30, 2002 are net borrowings under debt
facilities of $2,755,000.

During the six month period ended April 30, 2002, the Company issued 2,183,313
shares of its common stock in exchange for 725 shares of the Company's Series
2000-A 7% Convertible Preferred Stock. The Company also issued 163,935 shares of
its common stock in payment of cumulative dividends at the time of conversion.

                                       13

<PAGE>

During fiscal 2000, the Company obtained a $1.500,000 variable rate secured term
loan with the Berkshire Bank, a financial institution controlled by a principal
of United Equities (Commodities) Corporation, the Company's current majority
stockholder. The maturity date of the Term Loan was extended to June 2002 for
all principal, interest and penalty payments. Further, a corporation affiliated
with the majority stockholder loaned the Company an aggregate of $1,255,000
through April 30, 2002 pursuant to promissory notes ("the Notes") which are due
in June 2002 and bear interest at 12%. Subsequent to April 30, 2002, the Company
borrowed an additional $250,000 pursuant to 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,
beginning 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.

The Company's continued operations will depend on its ability to raise
additional funds. 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
secured a $1,500,000 Term Loan from a bank that is controlled by a principal of
the Company's majority stockholder and Notes aggregating $1,255,000 at April 30,
2002 from a corporation affiliated with the majority stockholder that are due on
June 23, 2002. At May 31, 2002, the aggregate amounts due under the Term Loan
and Notes, including accrued interest were $3,372,000.

On May 6, 2002, Ecogen Inc. (the "Company") signed an Asset Purchase Agreement
with Certis USA, LLC ("Certis"), an indirect subsidiary of Mitsui & Co., for the
sale of certain assets relating to the Company's sprayable Bt bio-pesticide
business and the Company's insecticidal nematode business including, but not
limited to, the Company's CryMax, Lepinox, Condor, Condor G, Raven, Bti
technicals and HB nematode product lines. The transaction excludes the Bt
CellCap products acquired from Mycogen Corporation and the Company's agreements
with the Monsanto Company relating to the royalty arrangements for transgenic
plants. The assets to be sold include all technology and know-how related to the
business, including strain libraries for bio-pesticide uses, product
registration, trademarks, patents or licenses and certain inventory and fixed
assets. Upon the closing of the transaction, the Company will receive estimated
cash purchase price of $4,015,000. The closing of the transaction is subject to
certain conditions including obtaining approval of the Company's stockholders.
Further, as a condition to the closing of the transaction, the Company is
required to pay certain of its liabilities associated with the assets to be sold
including the payment of the Term Loan and the Notes to remove the liens on such
assets and approximately $100,000 in accounts payable and accrued expenses. At
May 16, 2002, the aggregate amounts due under the Term Loan and Notes, including
accrued interest were $3,372,000.

After the payments of the Company's liabilities as described above, the net
proceeds from the sale of approximately $543,000 will not be sufficient for the
Company to pay its existing liabilities. The Company will need to continue to
pursue the raising of additional funds and other strategic initiatives including
the sale of all or certain other assets to improve its working capital position.
The

                                       14

<PAGE>

Company also has taken a number of steps to conserve cash, including significant
personnel reductions and related costs and the curtailment of all manufacturing
until it is able to sell assets. The Company needs to sell other assets or
obtain financing to provide the necessary cash resources to repay the
outstanding balances under it's accounts payable and fund operations. At the
present time, the Company is not pursuing any long-term financing. Further the
Company needs to continue to obtain short-term funding while it negotiates
potential sales. 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 including products, if any,
commercialized by the Monsanto Company utilizing the Company's technology. The
report of our independent auditors on the Company's consolidated financial
statements for the years ended October 31, 2001 and 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 June 1998, the Financial Accounting Standard Board issued Statement No. 133
"Accounting for Derivative Instruments and Hedging Activities" (FAS 133"). FAS
133 was required to be adopted for the fiscal year beginning November 1, 2000.
However, 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 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. The adoption of this standard did not have a material
impact on our financial statements.

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. The adoption of FIN 44 did not have a significant effect on the Company's
financial position or results of operations.

                                       15

<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, 2001, 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.

                                       16

<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.

                                       17

<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) *

10.162             Letter Agreement between Ecogen Inc. and Momar Corporation
                   dated May 16, 2002 (Form 10-K for the fiscal year ended
                   October 31, 2001)*

10.163             Asset Purchase Agreement by and among Certis USA L.L.C.,
                   Ecogen Inc., Ecogen-Bio Inc. and Ecogen Technologies
                   Incorporated dated May 6, 2002.

10.164             Pre-closing Business Arrangement Agreement by and among
                   Certis USA L.L.C., Ecogen Inc., Ecogen-Bio Inc. and Ecogen
                   Technologies Incorporated dated May 6, 2002.

10.165             List of omitted schedules/exhibits to Asset Purchase
                   Agreement by and among Certis USA L.L.C., Ecogen Inc.,
                   Ecogen-Bio Inc. and Ecogen Technologies Incorporated dated
                   May 6, 2002.


(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.

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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.

Date:  June 7, 2002

                                           ECOGEN INC.



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

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