UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q


                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


                For the quarterly period ended November 28, 1998
                                               -----------------


                         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 
                                     ---     ---

On January 8, 1999,  there were  4,035,346  shares of the  registrant's  Class A
Common Stock outstanding and 6,058,427 shares of the registrant's Class B Common
Stock outstanding.


                                  Page 1 of 19
                            Exhibit Index on Page 17


<PAGE>


                          E-Z-EM, Inc. and Subsidiaries

                                      INDEX
                                      -----


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


     Item 1. Financial Statements

       Consolidated Balance Sheets - November 28, 1998 and
         May 30, 1998                                                 3 - 4

       Consolidated Statements of Operations - thirteen and
         twenty-six weeks ended November 28, 1998 and
         November 29, 1997                                              5

       Consolidated Statement of Stockholders' Equity -
         twenty-six weeks ended November 28, 1998                       6

       Consolidated Statements of Cash Flows - twenty-six weeks
         ended November 28, 1998 and November 29, 1997                7 - 8

       Notes to Consolidated Financial Statements                     9 - 11

     Item 2. Management's Discussion and Analysis of Financial
               Condition and Results of Operations                   12 - 16


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


     Item 4.  Submission of Matters to a Vote of Security Holders       17

     Item 6.  Exhibits and Reports on Form 8-K                          17


<PAGE>


                          E-Z-EM, Inc. and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)


                                                     November 28,       May 30,
              ASSETS                                    1998             1998
                                                        ----             ----
                                                     (unaudited)       (audited)

CURRENT ASSETS
  Cash and cash equivalents                            $ 5,149         $ 4,654
  Certificates of deposit with maturities
    of three to twelve months                            1,075
  Debt and equity securities                             3,577           3,475
  Accounts receivable, principally
    trade, net                                          21,377          21,348
  Inventories                                           26,843          26,764
  Other current assets                                   2,528           2,499
                                                        ------          ------

       Total current assets                             60,549          58,740

INVESTMENT IN AFFILIATE                                    983           1,121

PROPERTY, PLANT AND EQUIPMENT - AT COST,
  less accumulated depreciation and
  amortization                                          21,535          21,917

COST IN EXCESS OF FAIR VALUE OF NET ASSETS
  ACQUIRED, less accumulated amortization                  415             446

INTANGIBLE ASSETS, less accumulated
  amortization                                           2,434           2,546

DEBT AND EQUITY SECURITIES                               1,824           2,057

OTHER ASSETS                                             4,122           3,879
                                                        ------          ------

                                                       $91,862         $90,706
                                                        ======          ======


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


                                      -3-
<PAGE>


                          E-Z-EM, Inc. and Subsidiaries

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


                                                     November 28,      May 30,
     LIABILITIES AND STOCKHOLDERS' EQUITY               1998            1998 
                                                        ----            ----  
                                                     (unaudited)      (audited)

CURRENT LIABILITIES
  Notes payable                                        $ 1,254         $ 3,041
  Current maturities of long-term debt                     283             287
  Accounts payable                                       6,147           6,265
  Accrued liabilities                                    7,540           6,958
  Accrued income taxes                                     782             592
                                                        ------          ------

       Total current liabilities                        16,006          17,143

LONG-TERM DEBT, less current maturities                    529             606

OTHER NONCURRENT LIABILITIES                             1,841           1,734
                                                                               
COMMITMENTS AND CONTINGENCIES
                                                        ------          ------

       Total liabilities                                18,376          19,483
                                                        ------          ------

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 4,035,346 shares
      at November 28, 1998 and May 30, 1998                403             403
    Class B (nonvoting), par value $.10 per
      share - authorized, 10,000,000 shares;
      issued and outstanding 6,057,152 shares
      at November 28, 1998 and 5,999,073 shares
      at May 30, 1998                                      606             600
  Additional paid-in capital                            21,923          21,643
  Retained earnings                                     52,088          49,090
  Accumulated other comprehensive loss                  (1,534)           (513)
                                                        ------          ------

       Total stockholders' equity                       73,486          71,223
                                                        ------          ------

                                                       $91,862         $90,706
                                                        ======          ======


The accompanying notes are an integral part of these financial 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
                                       ---------------------------    ---------------------------
                                       November 28,   November 29,    November 28,   November 29,
                                           1998           1997            1998           1997 
                                           ----           ----            ----           ---- 

<S>                                     <C>            <C>             <C>            <C>     
Net sales                               $ 26,508       $ 24,711        $ 52,173       $ 50,424

Cost of goods sold                        14,970         15,990          29,966         31,968
                                          ------         ------          ------         ------

      Gross profit                        11,538          8,721          22,207         18,456
                                          ------         ------          ------         ------

Operating expenses
  Selling and administrative               8,460          8,629          16,077         16,544
  Research and development                 1,229          1,572           2,231          3,081
                                           -----         ------          ------         ------

    Total operating expenses               9,689         10,201          18,308         19,625
                                           -----         ------          ------         ------

      Operating profit (loss)              1,849         (1,480)          3,899         (1,169)

Other income (expense)
  Interest income                            138            178             257            329
  Interest expense                           (61)          (177)           (123)          (366)
  Equity in losses of affiliate              (59)           (80)           (138)           (80)
  Other, net                                 345              7             382            (56)
                                           -----          -----           -----          -----

      Earnings (loss) before
        income taxes                       2,212         (1,552)          4,277         (1,342)

Income tax provision (benefit)               684           (177)          1,279            (95)
                                           -----          -----           -----          -----

      NET EARNINGS (LOSS)               $  1,528       $ (1,375)       $  2,998       $ (1,247)
                                           =====          =====           =====          =====

Earnings (loss) per common share
  Basic                                 $    .15       $   (.14)       $    .30       $   (.13)
                                           =====          =====           =====          =====

  Diluted                               $    .15       $   (.14)       $    .29       $   (.13)
                                           =====          =====           =====          =====

Weighted average common shares
  Basic                                   10,076          9,926          10,060          9,926
                                          ======          =====          ======          =====

  Diluted                                 10,325          9,926          10,326          9,926
                                          ======          =====          ======          =====
</TABLE>


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


                                       -5-
<PAGE>


                          E-Z-EM, Inc. and Subsidiaries

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                    Twenty-six weeks ended November 28, 1998
                                   (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      loss        Total    income 
                                       ------    ------   ------    ------   -------    --------  -------------   -----    ------ 
<S>                                   <C>         <C>    <C>         <C>     <C>        <C>         <C>         <C>        <C>
Balance at May 30, 1998               4,035,346   $403   5,999,073   $600    $21,643    $49,090     $  (513)    $71,223

Exercise of stock options                                   52,754      5        217                                222
Income tax benefits on
  stock options exercised                                                         31                                 31
Compensation related to
  stock option plans                                                               2                                  2
Issuance of stock                                            5,325      1         30                                 31
Net earnings                                                                              2,998                   2,998    $2,998
Unrealized holding loss on debt
  and equity securities                                                                                (127)       (127)     (127)
Foreign currency translation
  adjustments                                                                                          (894)       (894)     (894)
                                      ---------    ---   ---------    ---     ------     ------       ------      ------    ------

Comprehensive income                                                                                                       $1,977
                                                                                                                            =====

Balance at November 28, 1998          4,035,346   $403   6,057,152   $606    $21,923    $52,088     $(1,534)    $73,486
                                      =========    ===   =========    ===     ======     ======       =====      ======
</TABLE>


The accompanying notes are an integral part of this financial statement.


                                       -6-
<PAGE>


                          E-Z-EM, Inc. and Subsidiaries

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


                                                       Twenty-six weeks ended
                                                     ---------------------------
                                                     November 28,   November 29,
                                                         1998           1997
                                                         ----           ----

Cash flows from operating activities:
  Net earnings (loss)                                  $2,998         $(1,247)
  Adjustments to reconcile net earnings
    (loss) to net cash provided by (used
    in) operating activities
      Depreciation and amortization                     1,442           1,683
      Provision for doubtful accounts                     121             120
      Equity in losses of affiliate                       138              80
      Deferred income tax provision                        12              11
      Other non-cash items                                 31               3
      Changes in operating assets and
        liabilities
          Accounts receivable                            (150)         (1,658)
          Inventories                                     (79)            101
          Other current assets                            (29)             92
          Other assets                                   (161)           (446)
          Accounts payable                               (118)            554
          Accrued liabilities                             582             134
          Accrued income taxes                            178             187
          Other noncurrent liabilities                     74              (4)
                                                        -----           ----- 

            Net cash provided by (used in)
              operating activities                      5,039            (390)
                                                        -----           ----- 
Cash flows from investing activities:
  Additions to property, plant and
    equipment, net                                       (941)           (584)
  Investment in affiliate                                                (940)
  Available-for-sale securities
    Purchases                                          (2,360)         (2,220)
    Proceeds from sale                                  2,258           1,995
  Increase in certificates of deposit                  (1,075)
                                                        -----           ----- 

      Net cash used in investing activities            (2,118)         (1,749)
                                                        -----           ----- 

Cash flows from financing activities:
  Repayments of debt                                   (1,987)         (1,488)
  Proceeds from issuance of debt                                        4,555
  Proceeds from exercise of stock options,
    including related income tax benefits                 253               7
  Proceeds from issuance of stock in connection
    with the stock purchase plan                            2               3
                                                        -----           ----- 

      Net cash (used in) provided by financing
        activities                                     (1,732)          3,077
                                                        -----           -----


                                       -7-
<PAGE>


                          E-Z-EM, Inc. and Subsidiaries

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


                                                        Twenty-six weeks ended
                                                      --------------------------
                                                      November 28,  November 29,
                                                          1998          1997 
                                                          ----          ---- 

Effect of exchange rate changes on
  cash and cash equivalents                              $ (694)      $ (495)
                                                          -----        -----

      INCREASE IN CASH AND CASH EQUIVALENTS                 495          443

Cash and cash equivalents
  Beginning of period                                     4,654        4,484
                                                          -----        -----

  End of period                                          $5,149       $4,927
                                                          =====        =====

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
    Interest                                             $   71       $  355
                                                          =====        =====

    Income taxes (net of $70 in refunds
      in 1997)                                           $1,322       $   29
                                                          =====        =====


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


                                       -8-
<PAGE>


                          E-Z-EM, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     November 28, 1998 and November 29, 1997
                                   (unaudited)

NOTE A - CONSOLIDATED FINANCIAL STATEMENTS

  The  consolidated  balance  sheet as of November  28, 1998,  the  consolidated
    statement of  stockholders'  equity for the period ended  November 28, 1998,
    and the consolidated statements of operations and cash flows for the periods
    ended  November 28, 1998 and November  29, 1997,  have been  prepared by the
    Company without audit. In the opinion of management,  all adjustments (which
    include only normally recurring adjustments) necessary to present fairly the
    financial position,  changes in stockholders' equity,  results of operations
    and cash flows at November  28, 1998 (and for all  periods  presented)  have
    been made.

  Certain information and footnote  disclosures,  normally included in financial
    statements   prepared  in  accordance  with  generally  accepted  accounting
    principles,  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 1998 Annual Report on
    Form 10-K filed by the Company on August 28, 1998. The results of operations
    for the  periods  ended  November  28,  1998 and  November  29, 1997 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.  The Company's  approximate
    23% interest in an affiliate is accounted for by the equity method. Pursuant
    to this  method,  such  investment  is recorded at cost and  adjusted by the
    Company's share of undistributed earnings (or losses).


NOTE B - INVENTORIES

  Inventories consist of the following:

                                   November 28,       May 30,
                                       1998            1998 
                                       ----            ---- 
                                          (in thousands)
      Finished goods                 $13,192         $13,846
      Work in process                  1,785           1,474
      Raw materials                   11,866          11,444
                                      ------          ------
      
                                     $26,843         $26,764
                                      ======          ======
        

NOTE C - EARNINGS PER COMMON SHARE

  In 1998, the Company  adopted  Statement  of  Financial  Accounting  Standards
    ("SFAS") No. 128,  "Earnings Per Share," which requires public  companies to
    present basic  earnings per share and, if applicable,  diluted  earnings per
    share. In accordance  with SFAS No. 128, all  comparative  periods have been
    restated, if applicable.  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


                                       -9-
<PAGE>

                         E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     November 28, 1998 and November 29, 1997
                                   (unaudited)


NOTE C - EARNINGS PER COMMON SHARE (continued)

    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 November 29, 1997,
    as their effects were anti-dilutive.

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

                           Thirteen weeks ended        Twenty-six weeks ended
                         -------------------------    -------------------------
                         November 28,  November 29,   November 28, November 29,
                            1998          1997           1998         1997
                            ----          ----           ----         ----
                                            (in thousands)
                                                     
    Basic                  10,076         9,926         10,060        9,926
    Effect of dilutive                                    
      securities (stock                                
      options)                249                          266
                           ------         -----         ------        -----
    Diluted                10,325         9,926         10,326        9,926
                           ======         =====         ======        =====
                                                     
                                                     
NOTE D - COMMON STOCK

  Under the 1983 and 1984 Stock  Option  Plans,  options for 32,727  shares were
    granted at prices ranging from $5.63 to $6.00 per share,  options for 52,754
    shares were  exercised  at $4.22 per share,  options  for 1,229  shares were
    forfeited at $5.39 per share,  and no options  expired during the twenty-six
    weeks ended  November 28, 1998.  Under the 1997  AngioDynamics  Stock Option
    Plan,  options for .68 shares were  forfeited  at $40,000 per share,  and no
    options were granted, exercised or expired during the twenty-six weeks ended
    November 28, 1998.

  Under the Employee Stock Purchase Plan, 325 shares were purchased at $5.10 per
    share during the twenty-six weeks ended November 28, 1998.


NOTE E - COMPREHENSIVE INCOME

  During the first  quarter of fiscal  1999,  the Company  adopted SFAS No. 130,
    "Reporting Comprehensive Income." SFAS No. 130 establishes new rules for the
    reporting and display of comprehensive  income and its components;  however,
    the adoption of SFAS No. 130 had no impact on the  Company's net earnings or
    stockholders'  equity.  SFAS No. 130 requires  unrealized  holding  gains or
    losses  on debt and  equity  securities  available  for sale and  cumulative
    translation adjustments, which prior to adoption were reported separately in
    stockholders'  equity,  to be included in  accumulated  other  comprehensive
    income (loss).  Prior year financial  statements  have been  reclassified to
    conform to the requirements of SFAS No. 130.


                                      -10-
<PAGE>


                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     November 28, 1998 and November 29, 1997
                                   (unaudited)


NOTE E - COMPREHENSIVE INCOME (continued)

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

                                                   Twenty-six weeks ended
                                                 ---------------------------
                                                 November 28,   November 29,
                                                     1998           1997 
                                                     ----           ---- 
                                                        (in thousands)
     Net earnings (loss)                           $2,998         $(1,247)
     Unrealized holding (loss) gain on
       debt and equity securities                    (127)             64
     Foreign currency translation
       adjustments                                   (894)           (271)
                                                    -----           -----

         Comprehensive income (loss)               $1,977         $(1,454)
                                                    =====           =====


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

                                                     November 28,    May 30,
                                                        1998          1998
                                                        ----          ----
                                                           (in thousands)
     Unrealized holding gain on debt
       and equity securities                         $ 1,217        $ 1,344
     Cumulative translation adjustments               (2,751)        (1,857)
                                                       -----          -----
     
         Accumulated other comprehensive loss        $(1,534)       $  (513)
                                                       =====          =====


NOTE F - NEW PRONOUNCEMENT NOT YET ADOPTED

  In June 1997, the Financial  Accounting  Standards  Board issued SFAS No. 131,
    "Disclosures about Segments of an Enterprise and Related Information," which
    is effective the fourth  quarter of the Company's  current  fiscal year. The
    statement  redefines  how  operating  segments are  determined  and requires
    disclosure  of  certain  financial  and  descriptive   information  about  a
    company's  operating  segments.  The  Company  does  not  believe  that  the
    provisions  of SFAS No. 131 will have a  significant  impact on its  segment
    reporting and disclosures.

NOTE G - RECLASSIFICATIONS

  Certain  reclassifications  have  been  made to the prior  period  amounts  to
    conform to the current period presentation.


                                      -11-
<PAGE>


                         E-Z-EM, Inc. and Subsidiaries

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

Quarters ended November 28, 1998 and November 29, 1997
------------------------------------------------------

     The Company's  quarters  ended November 28, 1998 and November 29, 1997 both
represent thirteen weeks.

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

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

     The Company  operates in two  industry  segments:  Diagnostic  products and
AngioDynamics  products.  The Diagnostic products industry segment includes both
contrast systems and non-contrast  systems. The AngioDynamics  products industry
segment includes angiography,  therapeutic and stent/angioplasty medical devices
used in the interventional medical marketplace.

<TABLE>
<CAPTION>
                                        Diagnostic   AngioDynamics   Eliminations       Total
                                        ----------   -------------   ------------       -----
                                                            (in thousands)
<S>                                       <C>           <C>              <C>            <C>
Quarter ended November 28, 1998
-------------------------------

  Unaffiliated customer sales             $21,580       $ 4,928             -           $26,508
  Intersegment sales                           15           112          ($127)             -
  Gross profit (loss)                       9,168         2,374             (4)          11,538
  Operating profit (loss)                   2,041          (195)             3            1,849
 
Quarter ended November 29, 1997
-------------------------------
 
  Unaffiliated customer sales             $20,355       $ 4,356             -           $24,711
  Intersegment sales                            4           136          ($140)             -
  Gross profit (loss)                       7,654         1,083            (16)           8,721
  Operating profit (loss)                      86        (1,550)           (16)          (1,480)
</TABLE>


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

     Diagnostic  segment  operating  results for the current quarter improved by
$1,955,000 due primarily to increased  sales,  improved gross profit and reduced
operating  expenses.  Net sales  increased 6%, or  $1,225,000,  due to increased
demand for sales of both contrast systems and non-contrast systems.  Sales price
increases  virtually  offset  the  effect of  increased  rebates  to U.S.  group
purchasing  organizations.  Gross profit  expressed as a percentage of net sales
improved to 42% during the  current  quarter,  versus 38% during the  comparable
quarter of the prior year due primarily to reduced  unabsorbed  overhead  costs.
Decreased  operating  expenses of  $441,000  can be  attributed  to a decline in
research & development  ("R&D")  expenditures  of $256,000 and  severance  costs
incurred in the comparable quarter of the prior year.

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

     AngioDynamics segment operating results for the current quarter improved by
$1,355,000 due to increased sales and improved gross profit. Net sales increased
13%,  or  $572,000,   due  to  the  continued  domestic  market  penetration  of
angiography products. International sales declined 10% as a result of suspending
product  shipments to  distributors  affected by the recent  Brazilian  economic
crisis.  Gross profit  expressed as a  percentage  of net sales  improved to 47%
during the current quarter versus 24% during the comparable quarter of the prior
year due primarily to decreased inventory reserves of $511,000, increased


                                      -12-
<PAGE>


manufacturing  efficiencies  at the Queensbury  facility,  increased  production
throughput at both the Queensbury and Irish facilities, and the consolidation of
operations,  resulting  from the  closing  of its Leocor  facility  in the third
quarter of last fiscal year.

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

     For the quarter ended November 28, 1998, the Company  reported net earnings
of $1,528,000,  or $.15 per common share on both a basic and diluted  basis,  as
compared to a net loss of $1,375,000, or ($.14) per common share on both a basic
and  diluted  basis,  for the  comparable  period of last year.  Results for the
current  quarter were favorably  affected by increased  sales and improved gross
profit in both industry segments, as well as decreased operating expenses in the
Diagnostic segment.

     Net  sales  for the  quarter  ended  November  28,  1998  increased  7%, or
$1,797,000,  as compared to the quarter ended November 29, 1997 due to increased
sales of contrast  systems of  $653,000,  non-contrast  systems of $572,000  and
AngioDynamics  products of $572,000.  Price  increases  had little effect on net
sales in the current  quarter.  Net sales in  international  markets,  including
direct exports from the U.S., increased 2%, or $194,000,  in the current quarter
versus the  comparable  period of last year due to volume  increases,  partially
offset by foreign currency exchange rate fluctuations  which adversely  affected
the  translation  of  Canadian  sales to U.S.  dollars for  financial  reporting
purposes.

     Gross profit expressed as a percentage of net sales increased to 44% during
the current  quarter versus 35% during the comparable  quarter of the prior year
due  to  increased  gross  profit  in  both  industry  segments.   The  improved
AngioDynamics  gross profit is due primarily to decreased  inventory reserves of
$511,000,  increased  manufacturing  efficiencies  at the  Queensbury  facility,
increased production throughput at both the Queensbury and Irish facilities, and
the  consolidation  of  operations,  resulting  from the  closing  of its Leocor
facility in the third quarter of last fiscal year. The improved Diagnostic gross
profit is due primarily to reduced unabsorbed overhead costs.

     Selling and  administrative  ("S&A")  expenses were  $8,460,000  during the
quarter  ended  November  28, 1998 versus  $8,629,000  during the quarter  ended
November 29,  1997.  This  decline of  $169,000,  or 2%, in the current  quarter
resulted from Diagnostic  severance costs incurred in the comparable  quarter of
the prior year.

     R&D expenditures decreased 22% in the current quarter to $1,229,000,  or 5%
of net sales, from $1,572,000,  or 6% of net sales, in the comparable quarter of
the prior  year.  This  decline  was due  primarily  to  decreases  in  expenses
associated with Diagnostic product  validations and clinical trials of $216,000,
AngioDynamics projects of $87,000, and corporate projects of $56,000. Of the R&D
expenditures  in the  current  quarter,  approximately  47%  relate to  contrast
systems,  34% to AngioDynamics  projects,  3% to immunological  projects,  5% to
other  projects  and 11% to  general  regulatory  costs.  R&D  expenditures  are
expected to continue at approximately current levels.

     Other  income,  net of other  expenses,  totaled  $363,000 of income in the
current quarter versus $72,000 of expense in the comparable period of last year.
This improvement was due to improved foreign currency  exchange gains and losses
of $326,000 and  decreased  interest  expense,  resulting  from the repayment of
AngioDynamics debt.

     For the quarter ended November 28, 1998,  the Company's  effective tax rate
of 31% differed from the Federal  statutory tax rate of 34% due primarily to the
utilization of previously  unrecorded tax credit  carryforwards  and earnings of
the Puerto Rican subsidiary, which are subject to favorable U.S. tax treatment,


                                      -13-
<PAGE>


partially offset by non-deductible expenses. The Company's effective tax benefit
rate of 11% during the quarter ended November 29, 1997 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 certain jurisdictions,  since,
at that  time,  it was more  likely  than not that  such  benefits  would not be
realized.

Twenty-six weeks ended November 28, 1998 and November 29, 1997
--------------------------------------------------------------

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

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

<TABLE>
<CAPTION>
                                                   Diagnostic   AngioDynamics  Eliminations      Total
                                                   ----------   -------------  ------------      -----
                                                                      (in thousands)
<S>                                                 <C>           <C>             <C>           <C>
Twenty-six weeks ended November 28, 1998
----------------------------------------

  Unaffiliated customer sales                       $41,570       $10,603            -          $52,173
  Intersegment sales                                     26           254         ($280)            -
  Gross profit (loss)                                17,010         5,215           (18)         22,207
  Operating profit (loss)                             3,638           264            (3)          3,899

Twenty-six weeks ended November 29, 1997
----------------------------------------

  Unaffiliated customer sales                       $41,202       $ 9,222            -          $50,424
  Intersegment sales                                     59           281         ($340)            -
  Gross profit (loss)                                15,430         3,040           (14)         18,456
  Operating profit (loss)                             1,075        (2,230)          (14)         (1,169)
</TABLE>


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

     Diagnostic  segment  operating  results for the current period  improved by
$2,563,000 due to increased sales,  improved gross profit and reduced  operating
expenses. Net sales increased 1%, or $368,000, due to increased demand for sales
of non-contrast  systems.  Sales price increases  virtually offset the effect of
increased rebates to U.S. group purchasing organizations. Gross profit expressed
as a percentage of net sales improved to 41% during the current  period,  versus
37% during the  comparable  period of the prior  year due  primarily  to reduced
unabsorbed  overhead  costs.  Decreased  operating  expenses of $983,000  can be
attributed  to a decline in R&D  expenditures  of $679,000 and  severance  costs
incurred in the comparable period of the prior year.

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

     AngioDynamics  segment operating results for the current period improved by
$2,494,000  due  to  increased  sales,  improved  gross  profit,  and  decreased
operating expenses. Net sales increased 15%, or $1,381,000, due to the continued
domestic  market  penetration  of  angiography  products.   International  sales
declined 4% as a result of suspending product shipments to distributors affected
by the recent Brazilian economic crisis.  Gross profit expressed as a percentage
of net sales  improved  to 48% during the current  period  versus 32% during the
comparable  period  of the  prior  year due  primarily  to  decreased  inventory
reserves of $462,000,  increased  manufacturing  efficiencies  at the Queensbury
facility,  increased  production  throughput  at both the  Queensbury  and Irish
facilities,  and the consolidation of operations,  resulting from the closing of
its  Leocor  facility  in the  third  quarter  of last  fiscal  year.  Decreased
operating  expenses of $319,000 can be  attributed  to the closing of its Leocor
facility,   coupled  with  reduced  amortization  expense,  resulting  from  the
impairment charge, of certain  long-lived assets,  recorded in the third quarter
of last fiscal year.


                                      -14-
<PAGE>


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

     For the twenty-six  weeks ended November 28, 1998, the Company reported net
earnings of $2,998,000, or $.30 and $.29 per common share on a basic and diluted
basis,  respectively,  as  compared to a net loss of  $1,247,000,  or ($.13) per
common share on both a basic and diluted  basis,  for the  comparable  period of
last year.  Results for the current period were favorably  affected by increased
sales,  improved gross profit and decreased  operating expenses in both industry
segments.

     Net sales for the twenty-six weeks ended November 28, 1998 increased 3%, or
$1,749,000,  as compared to the twenty-six  weeks ended November 29, 1997 due to
increased sales of AngioDynamics products of $1,381,000 and non-contrast systems
of  $665,000,  partially  offset  by  decreased  sales of  contrast  systems  of
$297,000.  Price increases had little effect on net sales in the current period.
Net sales in  international  markets,  including  direct  exports from the U.S.,
decreased 3%, or $455,000, in the current period versus the comparable period of
last year due to foreign  currency  exchange rate  fluctuations  which adversely
affected the  translation  of Canadian and  Japanese  sales to U.S.  dollars for
financial reporting purposes.

     Gross profit expressed as a percentage of net sales increased to 43% during
the current period versus 37% during the  comparable  period of last year due to
increased  gross profit in both industry  segments.  The improved  AngioDynamics
gross  profit is due  primarily  to  decreased  inventory  reserves of $462,000,
increased  manufacturing  efficiencies  at the  Queensbury  facility,  increased
production  throughput  at both the  Queensbury  and Irish  facilities,  and the
consolidation  of operations,  resulting from the closing of its Leocor facility
in the third quarter of last fiscal year. The improved  Diagnostic  gross profit
is due primarily to reduced unabsorbed overhead costs.

     S&A expenses were  $16,077,000  during the twenty-six  weeks ended November
28, 1998 versus $16,544,000 during the twenty-six weeks ended November 29, 1997.
This  decline of  $467,000,  or 3%, in the current  period was due to  decreased
Diagnostic S&A expenses of $305,000 and decreased  AngioDynamics S&A expenses of
$162,000.  Decreased  Diagnostic  S&A expenses  resulted  from  severance  costs
incurred in the comparable period of the prior year. Decreased AngioDynamics S&A
expenses can be attributed to the  consolidation  of operations,  resulting from
the  closing of its Leocor  facility in the third  quarter of last fiscal  year,
coupled with reduced amortization expense, resulting from the impairment charge,
of certain long-lived assets, recorded in the third quarter of last fiscal year.

     R&D expenditures  decreased 28% in the current period to $2,231,000,  or 4%
of net sales, from $3,081,000,  or 6% of net sales, in the comparable prior year
period.  This decline was due  primarily  to decreases in corporate  projects of
$284,000,  expenses  associated with Diagnostic product validations and clinical
trials  of  $341,000,  and  AngioDynamics  projects  of  $171,000.  Of  the  R&D
expenditures  in the  current  period,  approximately  45%  relate  to  contrast
systems,  34% to AngioDynamics  projects,  3% to immunological  projects,  6% to
other projects and 12% to general regulatory costs.

     Other  income,  net of other  expenses,  totaled  $378,000 of income in the
current period versus $173,000 of expense in the comparable period of last year.
This improvement was due primarily to improved  foreign currency  exchange gains
and losses of  $421,000  and  decreased  interest  expense,  resulting  from the
repayment of AngioDynamics debt.

     For the twenty-six  weeks ended November 28, 1998, the Company's  effective
tax  rate  of 30%  differed  from  the  Federal  statutory  tax  rate of 34% due
primarily to the utilization of previously  unrecorded tax credit  carryforwards
and earnings of the Puerto Rican subsidiary, which are subject to favorable U.S.
tax  treatment,  partially  offset by  non-deductible  expenses.  The  Company's
effective tax benefit rate of 7% during the twenty-six  weeks ended November 29,
1997


                                      -15-
<PAGE>


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
certain  jurisdictions,  since,  at that time,  it was more likely than not that
such benefits would not be realized. Non-deductible expenses and losses incurred
in a foreign  jurisdiction  subject to lower tax rates,  offset  earnings of the
Company's  Puerto  Rican  subsidiary,  which are subject to  favorable  U.S. tax
treatment, and tax-exempt interest income.

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

     During the twenty-six  weeks ended November 28, 1998,  debt  repayments and
capital  expenditures were funded primarily by cash provided by operations.  The
Company's  policy  has  been  to fund  capital  requirements  without  incurring
significant debt. At November 28, 1998, debt (notes payable,  current maturities
of long-term  debt and long-term  debt) was $2,066,000 as compared to $3,934,000
at May 30, 1998. The Company has available  $7,693,000 under three bank lines of
credit of which no amounts were outstanding at November 28, 1998.

     The Company's current policy is to issue stock dividends.  During the third
quarter  of fiscal  years 1996 and 1998 and the  fourth  quarter of fiscal  year
1997, the Company issued 3% stock dividends.

     Presently, the Company is continuing to look for both new and complementary
lines of business for expansion in order to ensure its continued growth.

     At November 28, 1998,  approximately 63% of the Company's assets consist of
inventories, accounts receivable, cash and cash equivalents, short-term debt and
equity securities and short-term  certificates of deposit.  The current ratio is
3.78 to 1, with net working  capital of  $44,543,000  at November 28,  1998,  as
compared  to the  current  ratio  of 3.43 to 1,  with  net  working  capital  of
$41,597,000 at May 30, 1998.

     The Company is evaluating the impact of the Year 2000 issue on its business
and does not  expect  to incur  significant  costs  associated  with  Year  2000
compliance or that Year 2000 issues will have a material impact on the Company's
business,  results of operations or financial condition.  The Year 2000 issue is
the result of computer  programs being written using two digits rather than four
to define the  applicable  year.  The Company's  domestic  software  systems and
applications  are currently  Year 2000  compliant.  The Company's  international
subsidiaries are currently working toward Year 2000 compliance.  The Company has
also  initiated  discussions  with its  significant  suppliers  and customers to
ensure  that they have  appropriate  plans to address  Year 2000 issues that may
affect the Company's operations.

     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.  Investors  are  cautioned  that all  forward-looking
statements  involve risks and uncertainty,  including  without  limitation,  the
ability of the  Company  to  develop  its  products,  as well as general  market
conditions,  competition  and pricing.  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.


                                      -16-
<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 20, 1998, the following
persons were elected as Directors of the Company:

     Class II Directors:  (until the 2001 Annual Meeting)
     -------------------  

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

     In this election,  3,471,227 votes were cast for Messrs.  Echenberg,  Meyer
and Topol,  and 8,861 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 2000 Annual Meeting)
     ------------------  

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

     Class III Directors:  (until the 1999 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 1999 was approved by a vote
of 3,477,226 in favor, 1,912 against, and 950 shares abstaining.


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

(a)  Exhibits
     --------

     No.         Description                                            Page
     ---         -----------                                            ----
  
     27     Financial data schedule                                      19
 
(b)  Reports on Form 8-K
     -------------------

     No reports on Form 8-K were filed  during the quarter  ended  November  28,
     1998.


                                      -17-
<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 11, 1999                   /s/ Howard S. Stern
     --------------------                -------------------------------------
                                          Howard S. Stern, Chairman of the
                                          Board, President, Chief Executive
                                          Officer and Director



Date   January 11, 1999                   /s/ Dennis J. Curtin                
     --------------------                -------------------------------------
                                          Dennis J. Curtin, Vice President-
                                          Chief Financial Officer


                                      -18-