UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


             [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended December 1, 2001
                                                ----------------

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ____________ to ____________


                         Commission file number 1-11479
                                                -------


                                  E-Z-EM, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                    Delaware                            11-1999504
         -------------------------------            -------------------
         (State or other jurisdiction of             (I.R.S. Employer
          incorporation or organization)            Identification No.)


             717 Main Street, Westbury, New York           11590
           ----------------------------------------      ----------
           (Address of principal executive offices)      (Zip Code)


                                 (516) 333-8230
               --------------------------------------------------
               Registrant's telephone number, including area code


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                           Yes   X             No
                               -----              -----

As of January  9, 2002,  there were  4,002,567  shares of the  issuer's  Class A
Common Stock  outstanding  and 5,822,013  shares of the issuer's  Class B Common
Stock outstanding.


                                       -1-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

                                      INDEX
                                      -----


Part I:  Financial Information                                           Page
-------  ---------------------                                           ----

    Item 1.  Financial Statements

        Consolidated Balance Sheets - December 1, 2001 and
          June 2, 2001                                                   3 - 4

        Consolidated Statements of Operations - thirteen and
          twenty-six weeks ended December 1, 2001 and
          December 2, 2000                                                 5

        Consolidated Statement of Stockholders' Equity and
          Comprehensive Loss - twenty-six weeks ended
          December 1, 2001                                                 6

        Consolidated Statements of Cash Flows - twenty-six weeks
          ended December 1, 2001 and December 2, 2000                    7 - 8

        Notes to Consolidated Financial Statements                       9 - 15

    Item 2.  Management's Discussion and Analysis of Financial
               Condition and Results of Operations                      16 - 21

    Item 3.  Quantitative and Qualitative Disclosures About
               Market Risk                                              21 - 22

Part II:  Other Information
--------  -----------------

    Item 4.  Submission of Matters to a Vote of Security Holders           23

    Item 6.  Exhibits and Reports on Form 8-K                              23


                                       -2-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)



                                                    December 1,        June 2,
              ASSETS                                    2001             2001
                                                      -------          -------
                                                    (unaudited)       (audited)

CURRENT ASSETS
  Cash and cash equivalents                           $ 4,085          $ 4,391
  Debt and equity securities                           16,010           13,748
  Accounts receivable, principally
    trade, net                                         20,689           23,371
  Inventories                                          24,412           22,021
  Other current assets                                  3,747            5,901
                                                       ------           ------

            Total current assets                       68,943           69,432

PROPERTY, PLANT AND EQUIPMENT - AT COST,
  less accumulated depreciation and
  amortization                                         18,339           19,750

COST IN EXCESS OF FAIR VALUE OF NET ASSETS
  ACQUIRED, less accumulated amortization                 367              376

INTANGIBLE ASSETS, less accumulated
  amortization                                          1,518            1,329

DEBT AND EQUITY SECURITIES                              1,578              846

INVESTMENT AT COST                                        600

OTHER ASSETS                                            5,942            5,722
                                                       ------            ------

                                                      $97,287          $97,455
                                                       ======           ======


The accompanying notes are an integral part of these statements.


                                       -3-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS
                 (in thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                                December 1,       June 2,
    LIABILITIES AND STOCKHOLDERS' EQUITY                           2001             2001
                                                                 --------         --------
                                                                (unaudited)       (audited)
<S>                                                              <C>              <C>
CURRENT LIABILITIES
  Notes payable                                                  $    764         $    854
  Current maturities of long-term debt                                181              156
  Accounts payable                                                  7,148            4,798
  Accrued liabilities                                               6,419            7,329
  Accrued income taxes                                                101              111
                                                                   ------           ------

    Total current liabilities                                      14,613           13,248

LONG-TERM DEBT, less current maturities                               421              408

OTHER NONCURRENT LIABILITIES                                        2,869            2,795
                                                                   ------           ------

    Total liabilities                                              17,903           16,451
                                                                   ------           ------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
    Preferred stock, par value $.10 per
      share - authorized, 1,000,000 shares;
      issued, none
    Common stock
        Class A (voting), par value $.10 per
          share - authorized, 6,000,000 shares;
          issued and outstanding 4,003,727 shares
          at December 1, 2001 and 4,011,396 shares
          at June 2, 2001 (excluding 49,529 and
          41,860 shares held in treasury at December
          1, 2001 and June 2, 2001, respectively)                     400              401
        Class B (non-voting), par value $.10 per
          share - authorized, 10,000,000 shares;
          issued and outstanding 5,820,893 shares
          at December 1, 2001 and 5,843,426 shares
          at June 2, 2001 (excluding 424,397 and
          395,251 shares held in treasury at December
          1, 2001 and June 2, 2001, respectively)                     582              584
    Additional paid-in capital                                     19,856           20,066
    Retained earnings                                              61,859           63,138
    Accumulated other comprehensive income (loss)                  (3,313)          (3,185)
                                                                   ------           ------

    Total stockholders' equity                                     79,384           81,004
                                                                   ------           ------

                                                                 $ 97,287         $ 97,455
                                                                   ======           ======
</TABLE>

The accompanying notes are an integral part of these statements.


                                       -4-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
                      (in thousands, except per share data)


<TABLE>
<CAPTION>
                                               Thirteen weeks ended              Twenty-six weeks ended
                                            ----------------------------      ----------------------------
                                            December 1,      December 2,      December 1,      December 2,
                                                2001             2000             2001             2000
                                             ---------        ---------        ---------        ---------
<S>                                          <C>              <C>              <C>              <C>
Net sales                                    $  30,629        $  26,658        $  58,270        $  54,391

Cost of goods sold                              17,575           15,344           34,546           31,608
                                                ------           ------           ------           ------

      Gross profit                              13,054           11,314           23,724           22,783
                                                ------           ------           ------           ------

Operating expenses
  Selling and administrative                    10,789            8,743           20,254           17,439
  Loss on sale of subsidiary
    and related assets                                                                                872
  Asset impairment and facility
    closing costs                                1,532                             1,532
  Research and development                       1,659            1,389            3,140            2,661
                                                ------           ------           ------           ------

    Total operating expenses                    13,980           10,132           24,926           20,972
                                                ------           ------           ------           ------

      Operating profit (loss)                     (926)           1,182           (1,202)           1,811

Other income (expense)
  Interest income                                  119              230              271              456
  Interest expense                                 (65)             (67)            (135)            (138)
  Other, net                                        81                7              201               25
                                                 -----           ------            -----           ------

      Earnings (loss) before
        income taxes                              (791)           1,352             (865)           2,154

Income tax provision (benefit)                     376              491              414             (549)
                                                 -----           ------            -----           ------

      NET EARNINGS (LOSS)                    $  (1,167)       $     861        $  (1,279)       $   2,703
                                                 =====           ======            =====           ======

Earnings (loss) per common share
  Basic                                      $    (.12)       $     .09        $    (.13)       $     .27
                                                 =====           ======            =====           ======

  Diluted                                    $    (.12)       $     .08        $    (.13)       $     .26
                                                 =====           ======            =====           ======

Weighted average common shares
  Basic                                          9,839            9,878            9,846            9,897
                                                 =====           ======            =====           ======

  Diluted                                        9,839           10,192            9,846           10,218
                                                 =====           ======            =====           ======
</TABLE>

The accompanying notes are an integral part of these statements.


                                       -5-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE LOSS

                     Twenty-six weeks ended December 1, 2001
                                   (unaudited)
                        (in thousands, except share data)


<TABLE>
<CAPTION>
                                     Class A            Class B                              Accumulated
                                   common stock       common stock    Additional                other                Compre-
                                -----------------  -----------------   paid-in    Retained  comprehensive            hensive
                                  Shares   Amount    Shares   Amount   capital    earnings  income (loss)   Total     loss
                                ---------  ------  ---------  ------  ----------  --------  -------------  -------   -------
<S>                             <C>         <C>    <C>         <C>     <C>        <C>         <C>          <C>       <C>
Balance at June 2, 2001         4,011,396   $401   5,843,426   $584    $20,066    $63,138     $(3,185)     $81,004

Exercise of stock options                                613                 3                                   3
Income tax benefits on
  stock options exercised                                                    1                                   1
Compensation related to
  stock option plans                                                         3                                   3
Issuance of stock                                      6,000      1         45                                  46
Purchase of treasury stock         (7,669)    (1)    (29,146)    (3)      (262)                               (266)
Net loss                                                                           (1,279)                  (1,279)  $(1,279)
Unrealized holding gain on debt
  and equity securities                                                                           170          170       170
Foreign currency translation
  adjustments                                                                                    (298)        (298)     (298)
                                ---------    ---   ---------    ---     ------     ------       -----       ------     -----

Comprehensive loss                                                                                                   $(1,407)
                                                                                                                       =====

Balance at December 1, 2001     4,003,727   $400   5,820,893   $582    $19,856    $61,859     $(3,313)     $79,384
                                =========    ===   =========    ===     ======     ======       =====       ======
</TABLE>

The accompanying notes are an integral part of this statement.


                                       -6-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                           Twenty-six weeks ended
                                                        -----------------------------
                                                        December 1,       December 2,
                                                           2001               2000
                                                         --------           --------
<S>                                                      <C>                <C>
Cash flows from operating activities:
  Net earnings (loss)                                    $ (1,279)          $  2,703
  Adjustments to reconcile net earnings
    (loss) to net cash provided by operating
    activities
      Depreciation and amortization                         1,420              1,388
      Impairment of long-lived assets                       1,356                450
      Provision for (reduction in) doubtful
        accounts                                               (2)                43
      Loss on sale of subsidiary and
        related assets                                                           872
      Deferred income tax provision (benefit)                   1             (1,723)
      Other non-cash items                                     49                 44
      Changes in operating assets and
        liabilities, net of sale
          Accounts receivable                               2,684              1,586
          Inventories                                      (2,391)                51
          Other current assets                              2,154                190
          Other assets                                       (289)              (188)
          Accounts payable                                  2,350             (1,114)
          Accrued liabilities                                (910)              (740)
          Accrued income taxes                                (11)              (291)
          Other noncurrent liabilities                        100                 95
                                                          -------            -------

            Net cash provided by operating
              activities                                    5,232              3,366
                                                          -------            -------

Cash flows from investing activities:
  Additions to property, plant and
    equipment, net                                         (1,365)            (1,451)
  Proceeds from sale of subsidiary and
    related assets                                                             3,250
  Purchase of intangible assets                              (300)
  Investment at cost                                         (600)
  Available-for-sale securities
    Purchases                                             (47,458)           (40,151)
    Proceeds from sale                                     44,696             34,525
                                                          -------            -------

      Net cash used in investing activities                (5,027)            (3,827)
                                                          -------            -------

Cash flows from financing activities:
  Repayments of debt                                         (153)              (121)
  Proceeds from issuance of debt                              147                 19
  Proceeds from exercise of stock options,
    including related income tax benefits                       4                 15
  Purchase of treasury stock                                 (266)              (377)
                                                          -------            -------

      Net cash used in financing activities                  (268)              (464)
                                                          -------            -------
</TABLE>


                                       -7-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

                CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
                                   (unaudited)
                                 (in thousands)


<TABLE>
<CAPTION>
                                                           Twenty-six weeks ended
                                                        -----------------------------
                                                        December 1,       December 2,
                                                           2001               2000
                                                         -------            -------
<S>                                                      <C>                <C>
Effect of exchange rate changes on
  cash and cash equivalents                              $  (243)           $  (417)
                                                          ------             ------

      DECREASE IN CASH AND CASH
        EQUIVALENTS                                         (306)            (1,342)

Cash and cash equivalents
  Beginning of period                                      4,391              5,583
                                                          ------             ------

  End of period                                          $ 4,085            $ 4,241
                                                          ======             ======

Supplemental disclosures of cash flow information:
    Cash paid (refunded) during the period for:
      Interest                                           $    40            $    38
                                                          ======             ======

      Income taxes paid (refunded) (net of $815
        in refunds in 2001)                              $  (411)           $ 1,830
                                                          ======             ======
</TABLE>

The accompanying notes are an integral part of these statements.


                                       -8-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      December 1, 2001 and December 2, 2000
                                   (unaudited)


NOTE A - CONSOLIDATED FINANCIAL STATEMENTS

     The  consolidated  balance sheet as of December 1, 2001,  the  consolidated
     statement of  stockholders'  equity and  comprehensive  loss for the period
     ended December 1, 2001, and the  consolidated  statements of operations and
     cash flows for the periods  ended  December  1, 2001 and  December 2, 2000,
     have been prepared by the Company without audit. The  consolidated  balance
     sheet as of June 2, 2001 was derived  from audited  consolidated  financial
     statements.  In the opinion of management,  all adjustments  (which include
     only  normally  recurring  adjustments)  necessary  to  present  fairly the
     financial position, changes in stockholders' equity and comprehensive loss,
     results  of  operations  and cash  flows at  December  1, 2001 (and for all
     periods presented) have been made.

     Certain  information  and  footnote   disclosures,   normally  included  in
     financial  statements  prepared in accordance  with  accounting  principles
     generally accepted in the United States of America,  have been condensed or
     omitted.  It is suggested that these consolidated  financial  statements be
     read in  conjunction  with  the  financial  statements  and  notes  thereto
     included in the fiscal 2001 Annual Report on Form 10-K filed by the Company
     on August  30,  2001.  The  results of  operations  for the  periods  ended
     December 1, 2001 and December 2, 2000 are not necessarily indicative of the
     operating results for the respective full years.

     The consolidated  financial statements include the accounts of E-Z-EM, Inc.
     and  all  100%-owned   subsidiaries   (the   "Company").   All  significant
     intercompany balances and transactions have been eliminated.


NOTE B - EARNINGS PER COMMON SHARE

     Basic earnings per share are based on the weighted average number of common
     shares outstanding without consideration of potential common stock. Diluted
     earnings per share are based on the weighted  average  number of common and
     potential common shares outstanding. The calculation takes into account the
     shares that may be issued upon  exercise of stock  options,  reduced by the
     shares that may be  repurchased  with the funds received from the exercise,
     based on the average price during the period.  Potential common shares were
     excluded from the diluted calculation for the thirteen and twenty-six weeks
     ended December 1, 2001, as their effects were anti-dilutive.

     The following table sets forth the  reconciliation  of the weighted average
     number of common shares:

<TABLE>
<CAPTION>
                                        Thirteen weeks ended       Twenty-six weeks ended
                                      -------------------------  --------------------------
                                      December 1,   December 2,   December 1,   December 2,
                                         2001          2000          2001          2000
                                        ------        ------        ------        ------
                                                         (in thousands)
<S>                                      <C>           <C>           <C>           <C>
        Basic                            9,839         9,878         9,846         9,897
        Effect of dilutive
          securities (stock
          options)                                       314                         321
                                         -----        ------         -----        ------

        Diluted                          9,839        10,192         9,846        10,218
                                         =====        ======         =====        ======
</TABLE>


                                      -9-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                      December 1, 2001 and December 2, 2000
                                   (unaudited)


NOTE B - EARNINGS PER COMMON SHARE (continued)

     Excluded from the calculation of earnings per common share,  are options to
     purchase  2,307,499 and 462,915  shares of common stock at December 1, 2001
     and  December  2,  2000,   respectively,   as  their   inclusion  would  be
     anti-dilutive.


NOTE C - EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In August 2001, the Financial  Accounting  Standards Board issued Statement
     of Financial  Accounting  Standards  ("SFAS") No. 144,  "Accounting for the
     Impairment or Disposal of Long-Lived  Assets".  This statement is effective
     for  fiscal  years  beginning  after  December  15,  2001.  This  statement
     supercedes SFAS No. 121, while  retaining many of the  requirements of such
     statement.  The Company is currently  evaluating  the impact this statement
     may have.


NOTE D - RECLASSIFICATIONS

     Pursuant to the Financial  Accounting  Standards Board Emerging Issues Task
     Force Issue No.  00-10,  "Accounting  for Shipping  and  Handling  Fees and
     Costs", which was adopted in the fourth quarter of fiscal 2001, the Company
     has   reclassified   freight   billed  to   customers   from   selling  and
     administrative  expenses to net sales, and has reclassified related freight
     costs from selling and administrative expenses to cost of goods sold. Prior
     period  amounts have been  restated to conform to this  presentation.  This
     change had no effect on the dollar amount of the Company's operating profit
     or net earnings.


NOTE E - ACCOUNTING FOR BUSINESS COMBINATIONS, GOODWILL AND INTANGIBLE ASSETS

     As  of  June  3,  2001,  the  Company  adopted  SFAS  No.  141,   "Business
     Combinations"  and SFAS No. 142,  "Goodwill and Other  Intangible  Assets".
     These standards require that all business combinations initiated after June
     30, 2001 be accounted  for under the  purchase  method.  In  addition,  all
     intangible  assets acquired that are obtained through  contractual or legal
     right,  or are capable of being  separately  sold,  transferred,  licensed,
     rented or exchanged  shall be recognized  as an asset apart from  goodwill.
     Goodwill and  intangibles  with  indefinite  lives are no longer subject to
     amortization,  but  are  subject  to at  least  an  annual  assessment  for
     impairment by applying a fair value based test. The Company has performed a
     transitional   fair  value  based  impairment  test  on  its  goodwill  and
     determined that the fair value exceeded the recorded value at June 3, 2001.
     Therefore,  no impairment loss was recorded during the thirteen weeks ended
     September 1, 2001. Net earnings for the thirteen and twenty-six weeks ended
     December 2, 2000 would have changed by approximately $3,000 and $5,000, net
     of tax, respectively, if the recorded goodwill amortization was added back.
     Basic  and  diluted  earnings  per  share in such  period  would  have been
     unchanged. Annual amortization of intangibles will approximate $122,000 for
     each of the next five years.


                                      -10-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      December 1, 2001 and December 2, 2000
                                   (unaudited)


NOTE F - COMPREHENSIVE INCOME

    The components of  comprehensive  income (loss),  net of related tax, are as
    follows:

                                                     Twenty-six weeks ended
                                                  -----------------------------
                                                  December 1,       December 2,
                                                      2001              2000
                                                    -------           -------
                                                          (in thousands)

     Net earnings (loss)                            $(1,279)          $ 2,703
     Unrealized holding gain (loss) on
       debt and equity securities                       170            (2,399)
     Foreign currency translation
       adjustments                                     (298)              272
                                                     ------            ------

         Comprehensive income (loss)                $(1,407)          $   576
                                                     ======            ======

     The components of accumulated  other  comprehensive  income (loss),  net of
     related tax, are as follows:

                                                  December 1,          June 2,
                                                      2001              2001
                                                    -------           -------
                                                          (in thousands)

     Unrealized holding gain on debt and
       equity securities                            $   368           $   198
     Cumulative translation adjustments              (3,681)           (3,383)
                                                     ------            ------

         Accumulated other comprehensive income
           (loss)                                   $(3,313)          $(3,185)
                                                     ======            ======


NOTE G - INVESTMENT AT COST

     In August  2001,  the  Company  acquired  240,000  shares  of the  Series B
     Convertible   Preferred  Stock,  or  approximately  5%,  of  PointDx,  Inc.
     ("PointDx")  for  $600,000.   PointDx,  a  Delaware  corporation  based  in
     Winston-Salem,  North Carolina,  is an emerging medical  technology company
     focused on the development of virtual  colonoscopy  software and structured
     reporting  solutions for  radiology.  Virtual  colonoscopy is an innovative
     technology  which  visualizes  the colon using  advanced CT imaging and 3-D
     computer  reconstruction  of that image data.  The Company also  acquired a
     three-year warrant to purchase an additional 120,000 shares of the Series B
     Convertible  Preferred Stock at $2.50 per share, and the right to designate
     one nominee for the PointDx board of directors. The Company's investment in
     PointDx is accounted for by the cost method.


                                      -11-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      December 1, 2001 and December 2, 2000
                                   (unaudited)


NOTE H - SALE OF SUBSIDIARY AND RELATED ASSETS

     On July  27,  2000,  AngioDynamics,  Inc.  sold  all the  capital  stock of
     AngioDynamics Ltd., a wholly-owned subsidiary,  and certain other assets to
     AngioDynamics  Ltd.'s management.  AngioDynamics  Ltd., located in Ireland,
     manufactured  cardiovascular and  interventional  radiology  products.  The
     aggregate  consideration  paid was  $3,250,000  in  cash.  The sale was the
     culmination of AngioDynamics' strategic decision to exit the cardiovascular
     market and to focus entirely on the interventional  radiology  marketplace.
     As a  result  of this  sale,  the  Company  recognized  a  pre-tax  loss of
     approximately  $872,000  during the thirteen weeks ended September 2, 2000.
     The   aforementioned   pre-tax  loss  includes  the  effect  of  previously
     unrealized losses on foreign currency translation of approximately $994,000
     and the write-off of  approximately  $673,000 in inventory and  intangibles
     related to the  cardiovascular  product  line,  both of which were non-cash
     charges.  Further,  AngioDynamics entered into a manufacturing agreement, a
     distribution  agreement and a royalty  agreement with the buyer.  Under the
     two-year manufacturing  agreement,  the buyer will be manufacturing certain
     interventional radiology products sold by AngioDynamics.


NOTE I - ASSET IMPAIRMENT CHARGES AND FACILITY CLOSING

     In  accordance  with  SFAS  No.  121,  "Accounting  for the  Impairment  of
     Long-Lived  Assets  and for  Long-Lived  Assets  to be  Disposed  Of,"  the
     Company's  Diagnostic  operating  segment  recorded  impairment  charges of
     $50,000 and $450,000  during the thirteen  weeks ended December 1, 2001 and
     September 2, 2000, respectively, relating to certain acquired patent rights
     to  an  oral  magnetic   resonance  imaging  contrast  agent.  The  Company
     determined  that the revenue  potential of this  technology  was  impaired,
     since it believed  that the market for this  technology  was  significantly
     less than  previously  projected.  The impairment  charges  represented the
     difference  between the carrying value of the intangible asset and the fair
     market value of this asset based on estimated future discounted cash flows.
     The  charges  had no impact on the  Company's  cash flow or its  ability to
     generate cash flow in the future.  The  impairment  charges are included in
     the  consolidated  statement of operations  under the caption  "Selling and
     administrative".

     During the twenty-six  weeks ended December 1, 2001, the Company  adopted a
     plan,  which was  approved by the Board of  Directors,  to close a facility
     owned  by its  wholly-owned  Japanese  subsidiary  in  December  2001.  The
     facility  was  principally  used  to  manufacture   liquid  barium  sulfate
     formulations  for sale in the  Japanese  market.  The  facility  lacked the
     necessary  manufacturing  throughput to justify its continued existence. In
     connection  with this plan,  the Company  recorded a  $1,532,000  charge to
     operations  during the thirteen weeks ended December 1, 2001  consisting of
     i) a $1,306,000 write-down of property, plant and equipment to management's
     estimate of their fair market value, based upon the anticipated proceeds to
     be received upon sale, ii) severance costs of $128,000,  iii)  refurbishing
     costs of $66,000,  relating  to a leased  warehousing  facility,  and iv) a
     provision for inventory reserves of $32,000.


                                      -12-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      December 1, 2001 and December 2, 2000
                                   (unaudited)


NOTE J - INVENTORIES

     Inventories consist of the following:

                                            December 1,          June 2,
                                                2001              2001
                                              -------           -------
                                                    (in thousands)

        Finished goods                        $11,461           $11,093
        Work in process                         2,414             1,826
        Raw materials                          10,537             9,102
                                               ------            ------

                                              $24,412           $22,021
                                               ======            ======


NOTE K - INCOME TAXES

     During the thirteen weeks ended  September 2, 2000, the Company reduced its
     valuation   allowance   primarily  to  recognize  deferred  tax  assets  of
     approximately  $1,344,000.  Continued and projected future profitability of
     the Company's U.S.  operations,  including those of AngioDynamics,  made it
     more likely than not that  certain  deferred  tax assets  would be realized
     through future taxable earnings.


NOTE L - COMMON STOCK

     Under the 1983 and 1984 Stock Option Plans,  options for 21,000 shares were
     granted at $4.90 per share,  options for 613 shares were exercised at $5.63
     per share,  options for 11,959 shares were forfeited at prices ranging from
     $5.39 to $8.58 per share, and options for 1,194 shares expired at $9.58 per
     share during the twenty-six  weeks ended  December 1, 2001.  Under the 1997
     AngioDynamics  Stock Option  Plan,  options for 3.18 shares were granted at
     $40,000 per share,  options for .06 shares  were  forfeited  at $40,000 per
     share, and no options were exercised or expired during the twenty-six weeks
     ended December 1, 2001.

     In January 1999, the Board of Directors  authorized the repurchase of up to
     500,000  shares  of the  Company's  Class B Common  Stock  at an  aggregate
     purchase price of up to $2,000,000. In October 1999, the Board modified the
     program to include the Company's  Class A Common Stock.  In February  2000,
     the Board further  modified the program to increase the aggregate  purchase
     price of Class A and Class B Common Stock by an additional  $2,000,000.  As
     of December 1, 2001, the Company had  repurchased  49,529 shares of Class A
     Common Stock and 424,397  shares of Class B Common Stock for  approximately
     $3,323,000.


                                      -13-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                      December 1, 2001 and December 2, 2000
                                   (unaudited)


NOTE M - OPERATING SEGMENTS

     The  Company is  engaged  in the  manufacture  and  distribution  of a wide
     variety of  products  which are  classified  into two  operating  segments:
     Diagnostic  products  and  AngioDynamics   products.   Diagnostic  products
     encompass both contrast systems,  consisting of barium sulfate formulations
     and related medical devices used in X-ray, CT-scanning,  ultrasound and MRI
     imaging   examinations,    and   non-contrast   systems,    including   the
     electromechanical  injector  line,  radiological  medical  devices,  custom
     contract   pharmaceuticals,   gastrointestinal   cleansing  laxatives,  and
     immunoassay   tests.    AngioDynamics    products   include   angiographic,
     image-guided  vascular  access,  thrombolytic,   angioplasty,  stents,  and
     drainage medical devices used in the interventional radiology marketplace.

     The Company's chief operating decision maker utilizes operating segment net
     earnings  (loss)  information in assessing  performance  and making overall
     operating  decisions  and  resource  allocations.   Information  about  the
     Company's segments is as follows:

<TABLE>
<CAPTION>
                                                Thirteen weeks ended                  Twenty-six weeks ended
                                           -------------------------------        ------------------------------
                                           December 1,         December 2,        December 1,        December 2,
                                               2001               2000               2001               2000
                                             --------           --------           --------           --------
                                                                      (in thousands)
<S>                                          <C>                <C>                <C>                <C>
     Net sales to external
     customers
       Diagnostic products
         Contrast systems                    $ 15,911           $ 15,476           $ 30,758           $ 31,280
         Non-contrast systems                   7,329              5,949             13,549             12,065
                                              -------            -------            -------            -------

         Total Diagnostic products             23,240             21,425             44,307             43,345
       AngioDynamics products                   7,389              5,233             13,963             11,046
                                              -------            -------            -------            -------

     Total net sales to external
     customers                               $ 30,629           $ 26,658           $ 58,270           $ 54,391
                                              =======            =======            =======            =======

     Intersegment net sales
       Diagnostic products                                      $      1                              $      1
       AngioDynamics products                $    214                162           $    383                352
                                              -------            -------            -------            -------

     Total intersegment net sales            $    214           $    163           $    383           $    353
                                              =======            =======            =======            =======

     Operating profit (loss)
       Diagnostic products                   $ (1,706)          $    887           $ (2,184)          $  2,114
       AngioDynamics products                     776                316                981               (234)
       Eliminations                                 4                (21)                 1                (69)
                                              -------            -------            -------            -------

     Total operating profit (loss)           $   (926)          $  1,182           $ (1,202)          $  1,811
                                              =======            =======            =======            =======

     Net earnings (loss)
       Diagnostic products                   $ (1,513)          $    842           $ (1,595)          $  2,026
       AngioDynamics products                     342                 40                315                746
       Eliminations                                 4                (21)                 1                (69)
                                              -------            -------            -------            -------

     Total net earnings (loss)               $ (1,167)          $    861           $ (1,279)          $  2,703
                                              =======            =======            =======            =======
</TABLE>


                                      -14-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                      December 1, 2001 and December 2, 2000
                                   (unaudited)


NOTE M - OPERATING SEGMENTS (continued)

                                            December 1,         June 2,
                                                2001              2001
                                             ---------         ---------
                                                    (in thousands)

     Assets
       Diagnostic products                   $ 107,625         $ 108,463
       AngioDynamics products                   17,960            16,782
       Eliminations                            (28,298)          (27,790)
                                              --------          --------

     Total assets                            $  97,287         $  97,455
                                              ========          ========



                                      -15-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Quarters ended December 1, 2001 and December 2, 2000
----------------------------------------------------

     The  Company's  quarters  ended  December 1, 2001 and December 2, 2000 both
represent thirteen weeks.

Results of Operations
---------------------

     Segment Overview
     ----------------

     The Company  operates in two  industry  segments:  Diagnostic  products and
AngioDynamics  products. The Diagnostic products operating segment includes both
contrast systems and non-contrast systems. The AngioDynamics  products operating
segment  includes  angiographic,  image-guided  vascular  access,  thrombolytic,
angioplasty,  stents,  and drainage  medical devices used in the  interventional
radiology marketplace.

<TABLE>
<CAPTION>
                                        Diagnostic     AngioDynamics     Eliminations         Total
                                        ----------     -------------     ------------         -----
                                                               (in thousands)

Quarter ended December 1, 2001
------------------------------
<S>                                       <C>               <C>               <C>             <C>
  Unaffiliated customer sales             $23,240           $7,389             --             $30,629
  Intersegment sales                                           214            ($214)             --
  Gross profit                              9,114            3,936                4            13,054
  Operating profit (loss)                  (1,706)             776                4              (926)

Quarter ended December 2, 2000
------------------------------

  Unaffiliated customer sales             $21,425           $5,233             --             $26,658
  Intersegment sales                            1              162            ($163)             --
  Gross profit (loss)                       8,698            2,637              (21)           11,314
  Operating profit (loss)                     887              316              (21)            1,182
</TABLE>

     Diagnostic Products
     -------------------

     Diagnostic  segment  operating  results  for  the  current  quarter,  which
declined by $2,593,000,  were adversely affected by the December 2001 closing of
a Japanese  facility  principally  used to  manufacture  liquid  barium  sulfate
formulations for sale in the Japanese market.  The facility lacked the necessary
manufacturing throughput to justify its continued existence. As a result of this
facility closing,  the Company recorded a $1,532,000 charge to operations during
the current period consisting of i) a $1,306,000  write-down of property,  plant
and equipment to  management's  estimate of their fair market value,  based upon
the  anticipated  proceeds  to be received  upon sale,  ii)  severance  costs of
$128,000,  iii) refurbishing costs of $66,000,  relating to a leased warehousing
facility, and iv) a provision for inventory reserves of $32,000.

     Excluding the Japanese facility closing costs, Diagnostic segment operating
results  declined by $1,061,000 due primarily to increased  operating  expenses,
slightly offset by increased sales.  Net sales increased 8%, or $1,815,000,  due
to increased sales of non-contrast systems of $1,380,000 and contrast systems of
$435,000.  Increased sales of non-contrast systems can be attributed entirely to
custom contract sales. Price increases accounted for approximately 1 1/2% of net
sales for the current quarter and contributed, in large part, to the increase in
sales of contrast systems. Gross profit expressed as a percentage of net sales


                                      -16-
<PAGE>


declined to 39% for the current  quarter from 41% for the  comparable  period of
the prior year due primarily to decreased production throughput at the Company's
Westbury, New York and San Lorenzo, Puerto Rico facilities,  partially offset by
the effects of sales price  increases.  Excluding  the  aforementioned  facility
closing costs,  operating expenses increased  $1,477,000 due, in large part, to:
i) investment in new product introductions; ii) the establishment of a dedicated
domestic sales force for the Company's  electromechanical  injector  line;  iii)
increased  administrative and research and development expenses;  and iv) office
relocation expenses.

     AngioDynamics Products
     ----------------------

     AngioDynamics segment operating results for the current quarter improved by
$460,000 due to increased sales and improved gross profit,  partially  offset by
increased  operating  expenses.  Net sales increased 41%, or $2,156,000,  due to
increased  sales  of  image-guided   vascular  access   products,   angiographic
catheters,  stents and angioplasty products in the domestic  marketplace.  Gross
profit  expressed as a percentage  of net sales  improved to 52% for the current
quarter from 49% for the  comparable  quarter of the prior year due primarily to
increased production throughput at the Company's Queensbury,  New York facility.
Operating expenses increased $839,000 due, in large part, to an expansion of the
domestic sales force during the second half of last fiscal year.

     Consolidated Results of Operations
     ----------------------------------

     For the quarter ended December 1, 2001, the Company  reported a net loss of
$1,167,000,  or  ($.12)  per  common  share on both a basic and  diluted  basis,
compared to net  earnings of  $861,000,  or $.09 and $.08 per common  share on a
basic and diluted basis,  respectively,  for the comparable period of last year.
Results for the current quarter were adversely affected by the $1,532,000 charge
to close a Japanese  facility.  Increased  operating  expenses in both  industry
segments also adversely  affected results for the current  quarter.  Results for
the current quarter were favorably  affected by increased sales and gross profit
in both industry segments.

     Net  sales  for the  quarter  ended  December  1, 2001  increased  15%,  or
$3,971,000,  compared to the  quarter  ended  December 2, 2000 due to  increased
sales  of  AngioDynamics   products  of  $2,156,000,   non-contrast  systems  of
$1,380,000  and contrast  systems of $435,000,  which  resulted from the factors
previously  disclosed in the segment  overview.  Price  increases  accounted for
approximately  1%  of  net  sales  for  the  current   quarter.   Net  sales  in
international markets, including direct exports from the U.S., increased 31%, or
$2,287,000, for the current quarter from the comparable period of last year due,
in large part, to increased  custom  contract  sales of $1,611,000 and increased
sales of contrast systems of $565,000.

     Gross profit  expressed as a percentage  of net sales  increased to 43% for
the current quarter from 42% for the comparable quarter of the prior year due to
improved gross profit in the AngioDynamics segment,  partially offset by reduced
gross  profit  in the  Diagnostic  segment,  which  resulted  from  the  factors
previously disclosed in the segment overview.

     Selling  and  administrative  ("S&A")  expenses  were  $10,789,000  for the
quarter  ended  December 1, 2001  compared to  $8,743,000  for the quarter ended
December 2, 2000.  This increase of $2,046,000,  or 23%, for the current quarter
was due to  increased  Diagnostic  S&A  expenses  of  $1,315,000  and  increased
AngioDynamics  S&A  expenses  of  $731,000,  which  resulted  from  the  factors
previously disclosed in the segment overview.

     Research and development ("R&D") expenditures increased 19% for the current
quarter to $1,659,000,  or 5% of net sales, from $1,389,000, or 5% of net sales,
for the comparable quarter of the prior year. This increase was due to expenses


                                      -17-
<PAGE>

associated  with  the  development  of new  products  introduced  in the  second
quarter,  including the Company's latest CT injector system,  EmpowerCT(TM),  as
well as a variety of new  products in the field of virtual  colonoscopy.  Of the
R&D  expenditures  for  the  current  quarter,   approximately   42%  relate  to
non-contrast  systems,  which include the Company's  electromechanical  injector
line,  29% to  AngioDynamics  projects,  11% to  contrast  systems,  6% to other
projects and 12% to general  regulatory  costs. R&D expenditures are expected to
continue at approximately current levels.

     Other income,  net of other  expenses,  totaled  $135,000 of income for the
current quarter compared to $170,000 of income for the quarter ended December 2,
2000.  This decline was due primarily to decreased  interest income of $111,000,
resulting,  in large part,  from lower interest  rates,  partially  offset by an
improvement in foreign currency exchange gains and losses of $65,000.

     For the quarter ended December 1, 2001, the Company  reported an income tax
provision  of  $376,000  against a loss  before  income  taxes of  $791,000  due
primarily  to the fact that the  Company  did not provide for the tax benefit on
losses incurred in certain foreign  jurisdictions,  since it is more likely than
not that such benefits will not be realized,  and non-deductible  expenses.  For
the quarter  ended  December 2, 2000,  the  Company's  effective tax rate of 36%
differed  from the Federal  statutory  tax rate of 34% due primarily to the fact
that the Company  did not  provide  for the tax benefit on losses  incurred in a
foreign  jurisdiction,  since it is more likely than not that such benefits will
not be realized, and non-deductible  expenses,  mostly offset by earnings of the
Company's  Puerto  Rican  subsidiary,  which are subject to  favorable  U.S. tax
treatment, and tax-exempt interest.

Six months ended December 1, 2001 and December 2, 2000
------------------------------------------------------

     The Company's  six months ended  December 1, 2001 and December 2, 2000 both
represent twenty-six weeks.

Results of Operations
---------------------

     Segment Overview
     ----------------
<TABLE>
<CAPTION>
                                             Diagnostic        AngioDynamics        Eliminations             Total
                                             ----------        -------------        ------------             -----
                                                                         (in thousands)

Six months ended December 1, 2001
---------------------------------
<S>                                            <C>                 <C>                   <C>               <C>
  Unaffiliated customer sales                  $44,307             $13,963                --               $58,270
  Intersegment sales                                                   383               ($383)               --
  Gross profit                                  16,606               7,117                   1              23,724
  Operating profit (loss)                       (2,184)                981                   1              (1,202)

Six months ended December 2, 2000
---------------------------------

  Unaffiliated customer sales                  $43,345             $11,046                --               $54,391
  Intersegment sales                                 1                 352               ($353)               --
  Gross profit (loss)                           17,406               5,446                 (69)             22,783
  Operating profit (loss)                        2,114                (234)                (69)              1,811
</TABLE>

     Diagnostic Products
     -------------------

     Diagnostic segment operating results for the current period, which declined
by  $4,298,000,  were  adversely  affected  by the  aforementioned  closing of a
Japanese facility, a result of which the Company recorded a $1,532,000 charge to
operations during the current period.

     Excluding the Japanese  facility  closing  costs,  the  Diagnostic  segment
operating results declined by $2,766,000 due primarily to increased operating


                                      -18-
<PAGE>

expenses and decreased gross profit. Net sales increased 2%, or $962,000, due to
increased sales of  non-contrast  systems of $1,484,000,  partially  offset by a
decline  in sales of  contrast  systems  of  $522,000.  Increased  sales of non-
contrast  systems can be attributed  entirely to custom  contract  sales.  Price
increases accounted for less than 1% of net sales for the current period.  Gross
profit  expressed as a percentage  of net sales  declined to 37% for the current
period from 40% for the  comparable  period of the prior year due  primarily  to
decreased  production  throughput  at the  Company's  Westbury  and San  Lorenzo
facilities.  Excluding the  aforementioned  facility  closing  costs,  operating
expenses increased  $1,966,000 due, in large part, to: i) the establishment of a
dedicated  domestic  sales force for the  Company's  electromechanical  injector
line; ii) investment in new product introductions; iii) increased administrative
and research and development expenses;  and iv) office relocation expenses.  The
comparable prior year period included an asset impairment charge of $450,000 for
acquired patent rights to an oral magnetic resonance imaging contrast agent.

     AngioDynamics Products
     ----------------------

     AngioDynamics  segment  operating  results  improved by  $1,215,000  in the
current  period.  Of  this  improvement,  $872,000  resulted  from  the  Company
recognizing  a loss on sale of  AngioDynamics  Ltd.  and  related  assets in the
comparable  period  of last  year.  Excluding  the  effect  of the loss on sale,
AngioDynamics  segment  operating  results improved by $343,000 due to increased
sales  and  improved  gross  profit,  partially  offset by  increased  operating
expenses.  Net sales  increased 26%, or  $2,917,000,  due primarily to increased
sales of image-guided vascular access products, stents, angioplasty products and
angiographic catheters in the domestic marketplace.  Gross profit expressed as a
percentage of net sales  improved to 50% for the current period from 48% for the
comparable  period of the  prior  year due  primarily  to  increased  production
throughput  at the  Company's  Queensbury  facility  and  reduced  manufacturing
overhead  costs  resulting  from the sale of the  Irish  facility  in the  first
quarter of the prior year.  Excluding the aforementioned loss on sale, operating
expenses  increased  $1,328,000  due,  in large  part,  to an  expansion  of the
domestic sales force during the second half of last fiscal year.

     Consolidated Results of Operations
     ----------------------------------

     For the six months ended December 1, 2001, the Company  reported a net loss
of  $1,279,000,  or ($.13) per common  share on both a basic and diluted  basis,
compared to net earnings of  $2,703,000,  or $.27 and $.26 per common share on a
basic and diluted basis,  respectively,  for the comparable period of last year.
Results for the current period were adversely  affected by the $1,532,000 charge
to close a Japanese  facility.  Increased  operating  expenses in both  industry
segments and reduced  gross  profit in the  Diagnostic  segment  also  adversely
affected  results for the current  period.  Results for the current  period were
favorably  affected  by  increased  sales  and  improved  gross  profit  in  the
AngioDynamics  segment.  For the  comparable  period of the prior year,  several
factors combined to have a favorable effect on net earnings of $418,000, or $.04
per basic  share.  Last year's  results  included  the  Company's  reversal of a
portion of its valuation  allowance against certain domestic income tax benefits
totaling  $1,344,000.  Continued  and  projected  future  profitability  of  the
Company's U.S. operations, including those of AngioDynamics, made it more likely
than not that  certain  deferred  tax assets  would be realized  through  future
taxable   earnings.   Partially   offsetting  this  was  the  loss  on  sale  of
AngioDynamics  Ltd.  and related  assets of $872,000  and the  Diagnostic  asset
impairment charge of $450,000.

     Net sales for the six  months  ended  December  1,  2001  increased  7%, or
$3,879,000,  compared to the six months ended  December 2, 2000 due to increased
sales of  AngioDynamics  products  of  $2,917,000  and  non-contrast  systems of
$1,484,000, partially offset by decreased sales of contrast systems of $522,000,
which resulted from the factors previously disclosed in the segment overview.


                                      -19-
<PAGE>

Price increases  accounted for less than 1% of net sales for the current period.
Net sales in  international  markets,  including  direct  exports from the U.S.,
increased 7%, or $1,174,000,  for the current period from the comparable  period
of last year due primarily to increased  custom  contract  sales of  $1,855,000,
partially offset by decreased sales of AngioDynamics products of $476,000.

     Gross profit  expressed as a percentage  of net sales  decreased to 41% for
the current period from 42% for the  comparable  period of the prior year due to
reduced gross profit in the  Diagnostic  segment,  partially  offset by improved
gross  profit in the  AngioDynamics  segment,  which  resulted  from the factors
previously disclosed in the segment overview.

     S&A expenses  were  $20,254,000  for the six months ended  December 1, 2001
compared to $17,439,000 for the six months ended December 2, 2000. This increase
of $2,815,000,  or 16%, for the current  period was due to increased  Diagnostic
S&A  expenses  of  $1,571,000  and  increased   AngioDynamics  S&A  expenses  of
$1,244,000,  which resulted from the factors previously disclosed in the segment
overview.

     R&D expenditures increased 18% for the current period to $3,140,000,  or 5%
of net sales, from $2,661,000, or 5% of net sales, for the comparable prior year
period.  This  increase  was due to the same  factors  affecting  the  Company's
quarterly results. Of the R&D expenditures for the current period, approximately
45%   relate   to   non-contrast   systems,   which   includes   the   Company's
electromechanical  injector line, 26% to AngioDynamics projects, 10% to contrast
systems, 3% to other projects and 16% to general regulatory costs.

     Other income,  net of other  expenses,  totaled  $337,000 of income for the
current period compared to $343,000 of income for the comparable  period of last
year.  This slight  decline was due  primarily to decreased  interest  income of
$185,000,  resulting, in part, from lower interest rates, partially offset by an
improvement in foreign currency exchange gains and losses of $164,000.

     For the six months ended December 1, 2001,  the Company  reported an income
tax  provision  of $414,000  against a loss before  income taxes of $865,000 due
primarily  to the fact that the  Company  did not provide for the tax benefit on
losses incurred in certain foreign  jurisdictions,  since it is more likely than
not that such benefits will not be realized,  and non-deductible  expenses.  For
the six months  ended  December  2, 2000,  the  Company  reported  an income tax
benefit of $549,000 against earnings before taxes of $2,154,000 due primarily to
the fact that the Company reversed a portion of its valuation  allowance against
certain  domestic tax benefits  totaling  $1,344,000.  Continued  and  projected
future  profitability  of the  Company's  U.S.  operations,  including  those of
AngioDynamics,  made it more likely than not that  certain  deferred  tax assets
would be realized through future taxable earnings.

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

     For the six months  ended  December  1,  2001,  capital  expenditures,  the
purchase of intangible  assets and the purchase of treasury stock were funded by
cash  provided by  operations.  The  Company's  policy has been to fund  capital
requirements  without  incurring  significant  debt.  At December 1, 2001,  debt
(notes  payable,  current  maturities of long-term debt and long-term  debt) was
$1,366,000, as compared to $1,418,000 at June 2, 2001. The Company has available
$1,272,000  under a bank line of credit of which no amounts were  outstanding at
December 1, 2001.

     At December 1, 2001, approximately 67% of the Company's assets consisted of
inventories,  accounts  receivable,  short-term debt and equity securities,  and
cash and cash  equivalents.  The  current  ratio was 4.72 to 1, with net working
capital of  $54,330,000,  at December 1, 2001, as compared to a current ratio of
5.24 to 1, with net working capital of $56,184,000, at June 2, 2001.


                                      -20-
<PAGE>


     In January 1999, the Board of Directors  authorized the repurchase of up to
500,000  shares of the Company's  Class B Common Stock at an aggregate  purchase
price of up to  $2,000,000.  In October 1999,  the Board modified the program to
include the Company's  Class A Common Stock. In February 2000, the Board further
modified the program to increase  the  aggregate  purchase  price of Class A and
Class B Common Stock by an additional  $2,000,000.  As of December 1, 2001,  the
Company had repurchased 49,529 shares of Class A Common Stock and 424,397 shares
of Class B Common Stock for approximately $3,323,000.

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

     This Form 10-Q  contains  certain  forward-looking  statements  within  the
meaning  of  Section  27A of  the  Securities  Act  of  1933,  as  amended  (the
"Securities  Act"),  and Section 21E of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  which are  intended  to be covered by the safe
harbors  created  thereby.  Words such as "expects",  "intends",  "anticipates",
"plans",  "believes",  "seeks",  "estimates",  or  variations  of such words and
similar  expressions are intended to identify such  forward-looking  statements.
Investors are cautioned that all  forward-looking  statements  involve risks and
uncertainty, including without limitation, the ability of the Company to develop
its products,  future actions by the U.S. Food and Drug  Administration or other
regulatory  agencies,  results  of pending or future  clinical  trials,  overall
economic conditions,  general market conditions,  foreign currency exchange rate
fluctuations,  the effects of pricing from group purchasing  organizations,  and
competition,   including  alternative   procedures  which  continue  to  replace
traditional  fluoroscopic  procedures.  Although the Company  believes  that the
assumptions  underlying  the  forward-looking  statements  contained  herein are
reasonable, any of the assumptions could be inaccurate, and therefore, there can
be no assurance that the  forward-looking  statements included in this Form 10-Q
will prove to be accurate. In light of the significant uncertainties inherent in
the   forward-looking   statements   included  herein,  the  inclusion  of  such
information  should not be  regarded as a  representation  by the Company or any
other person that the objectives and plans of the Company will be achieved.


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

     The  Company  is exposed to market  risk from  changes in foreign  currency
exchange rates and, to a much lesser extent,  interest rates on investments  and
financing,  which could impact results of operations and financial position. The
Company does not  currently  engage in hedging or other  market risk  management
tools.  There  have  been no  material  changes  with  respect  to  market  risk
previously disclosed in the fiscal 2001 Annual Report on Form 10-K.

     Foreign Currency Exchange Rate Risk
     -----------------------------------

     The Company's  international  subsidiaries  are  denominated  in currencies
other than the U.S.  dollar.  Since the  functional  currency  of the  Company's
international  subsidiaries is the local currency,  foreign currency translation
adjustments  are accumulated as a component of accumulated  other  comprehensive
income (loss) in stockholders' equity.  Assuming a hypothetical aggregate change
in the  foreign  currencies  versus  the U.S.  dollar  exchange  rates of 10% at
December  1, 2001,  the  Company's  assets and  liabilities  would  increase  or
decrease by $2,288,000 and $669,000,  respectively,  and the Company's net sales
and net  earnings  would  increase  or  decrease  by  $2,122,000  and  $316,000,
respectively, on an annual basis.

     The Company also maintains  intercompany balances and loans receivable with
subsidiaries  with  different  local  currencies.  These  amounts are at risk of
foreign  exchange  losses if exchange rates  fluctuate.  Assuming a hypothetical
aggregate change in the foreign currencies versus the U.S. dollar exchange rates


                                      -21-
<PAGE>


of 10% at  December  1,  2001,  results  of  operations  would be  favorably  or
unfavorably impacted by approximately $636,000 on an annual basis.

     Interest Rate Risk
     ------------------

     The Company is exposed to interest  rate change market risk with respect to
its investments in tax-free  municipal  bonds in the amount of $15,925,000.  The
bonds bear interest at a floating rate  established  weekly.  For the six months
ended  December 1, 2001, the after-tax  interest rate on the bonds  approximated
2.4%.  Each 100 basis point (1%)  fluctuation in interest rates will increase or
decrease  interest  income on the bonds by  approximately  $159,000 on an annual
basis.

     As  the  Company's  principal  amount  of  fixed  interest  rate  financing
approximated  $1,366,000  at December 1, 2001, a change in interest  rates would
not materially impact results of operations or financial  position.  At December
1, 2001, the Company did not maintain any variable interest rate financing.


                                      -22-
<PAGE>


                          E-Z-EM, Inc. and Subsidiaries

                           Part II: Other Information


Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

     At the Annual Meeting of Shareholders  held October 30, 2001, the following
persons were elected as Directors of the Company:

     Class II Directors: (until the 2004 Annual Meeting)
     ------------------

          Paul S. Echenberg
          Donald A. Meyer
          Robert M. Topol

     In this election,  3,238,006 votes were cast for Messrs.  Echenberg,  Meyer
and Topol,  and 172,972 shares were withheld from voting for Messrs.  Echenberg,
Meyer and Topol.

     The following Directors continue in office for the duration of their terms:

     Class I Directors: (until the 2003 Annual Meeting)
     -----------------

          Michael A. Davis, M.D.
          James L. Katz, CPA, JD
          Anthony A. Lombardo

     Class III Directors: (until the 2002 Annual Meeting)
     -------------------

          Howard S. Stern
          David P. Meyers

     The action of the Board of Directors in  appointing  Grant  Thornton LLP as
the Company's  independent  auditors for fiscal year 2002 was approved by a vote
of 3,407,593 in favor, 202 against, and 3,183 shares abstaining.


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

(a)  Exhibits - None.
     --------

(b)  Reports on Form 8-K
     -------------------

     No reports on Form 8-K were filed  during the  quarter  ended  December  1,
     2001.


                                      -23-
<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.


                                          E-Z-EM, Inc.
                                         -------------------------------------
                                          (Registrant)



Date   January 15, 2002                   /s/ Anthony A. Lombardo
     --------------------                -------------------------------------
                                          Anthony A. Lombardo, President,
                                          Chief Executive Officer and Director


Date   January 15, 2002                   /s/ Dennis J. Curtin
     --------------------                -------------------------------------
                                          Dennis J. Curtin, Senior Vice
                                          President - Chief Financial Officer
                                          (Principal Financial and Chief
                                          Accounting Officer)


                                      -24-