FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

For the quarterly period ended September 30, 1995 or

[_]  Transition  report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934

                        Commission File Number: 0-14802

                                 Calgene, Inc.
             (Exact name of registrant as specified in its charter)

            Delaware                                     68-0115089
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)
                 

               1920 Fifth Street,
               Davis, California                                95616
    (Address of principal executive offices)                  (Zip Code)

                                 (916) 753-6313
              (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.

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


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

        Common Stock Outstanding at October 31, 1995: 30,264,060 shares
<PAGE>


                                 CALGENE, INC.

                                     INDEX


                                                                        Page No.
Part I.  Financial Information (unaudited)

         Condensed consolidated balance sheets -
         September 30, 1995 and June 30, 1995 ..............................   4

         Condensed consolidated statements of operations -
         three months ended September 30, 1995 and 1994 .......................5

         Condensed consolidated statements of cash flows -
         three months ended September 30, 1995 and 1994 .......................6

         Notes to condensed consolidated financial statements .................7

         Management's discussion and analysis of financial
         condition and results of operations ..................................9


Part II.  Other Information

         Item 1.  Legal Proceedings ..........................................15

         Item 6.  Exhibits and Reports on Form 8-K............................16


Signatures....................................................................17
<PAGE>
















                         PART I. FINANCIAL INFORMATION
<PAGE>

                                  Calgene Inc.
                     Condensed Consolidated Balance Sheets
                                ($ in thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                          September 30   June 30
                                                             1995          1995
                                                          ----------  ----------
<S>                                                        <C>        <C> 
Assets
Current assets:
  Cash and equivalents                                     $   2,313  $  11,753
  Available-for-sale securities                                7,922     10,283
  Accounts receivable, net of allowances                       5,047      6,697
  Inventories                                                  8,580      8,148
  Prepaid expenses and other current assets                    1,886      1,699
                                                          ----------  ----------
  Net assets held for sale                                         0          0
    Total current assets                                      25,748     38,580

Property, plant and equipment:
  Land                                                           763        763
  Buildings                                                    3,743      3,743
  Leasehold improvements                                       9,658      9,643
  Furniture, fixtures and equipment                           22,501     22,436
  Construction in progress                                     2,173      1,459
                                                          ----------  ----------
                                                              38,838     38,044
  Less accumulated depreciation and amortization              16,213     15,524
                                                          ----------  ----------
    Property, plant and equipment, net                        22,625     22,520

Product rights, patents and other intangible
     assets, less accumulated amortization                    16,250     16,199
Costs in excess of fair values assigned to net
     assets acquired, less accumulated amortization            9,850     10,025
Other non-current assets                                       1,858      1,907
                                                          ----------  ----------

                                                           $  76,331   $ 89,231
                                                           =========   =========


Liabilities and shareholders' equity 
Current liabilities:
  Notes payable                                            $  6,909    $  7,761
  Accounts payable                                            3,556       6,487
  Accrued payroll and related expenses                        2,187       2,049
  License contract payable                                    1,500       1,500
  Amounts due customers                                       3,803       4,596
  Other current liabilities                                   3,886       3,872
  Current portion of long-term debt                           1,252       1,494
                                                          ----------  ----------
    Total current liabilities                                23,093      27,759

License contract payable, long-term                               -         750
Long-term debt                                               17,454      14,671

Commitments and contingencies

Shareholders' equity:
  Common stock, $.001 par value;  50,000,000 
    shares  authorized;  30,264,060 and 30,244,226 
    shares issued and outstanding at
    September 30, 1995 and June 30, 1995, respectively           30          30
  Additional paid-in capital                                223,268     223,161
  Accumulated deficit                                      (187,514)   (177,140)
                                                          ----------  ----------

    Total shareholders' equity                               35,784      46,051
                                                          ----------  ----------

                                                           $ 76,331    $ 89,231
                                                           =========   =========
</TABLE>

                                       
                            See accompanying notes.
<PAGE>
                                 Calgene, Inc.
                Condensed Consolidated Statements of Operations
                   ($ in thousands, except per share amounts)
                                  (Unaudited)




<TABLE>
<CAPTION>
                                                 Three Months
                                               Ended September 30
                                           -------------------------
                                              1995           1994
                                           ----------     ----------
<S>                                       <C>            <C>        
Revenues:
  Product sales, net                      $     8,812    $     6,263
  Product development revenues                    300            267
  Interest income                                 251            298
  Other income, net                               125             22
                                           ----------     ----------
                                                9,488          6,850


Costs and expenses:
  Cost of goods sold                           12,141          8,719
  Research and development                      3,223          3,806
  Selling, general and administrative           3,892          3,640
  Interest expense                                513            184
                                           ----------     ----------
                                               19,769         16,349

Minority interest share of net loss                22             30
Equity in net loss of affiliate                    (4)           (54)
Gain (loss) on disposition of assets              (96)             1
                                           ----------     ----------

Loss from operations before
  income taxes                                (10,359)        (9,522)
Provision for income taxes                         15             16
                                           ----------     ----------

Net loss                                  $   (10,374)   $    (9,538)
                                           ==========     ==========



Net loss per share                        $     (0.34)   $     (0.35)
                                           ==========     ==========



Shares used in per share calculations      30,249,592     27,616,499
</TABLE>


                            See accompanying notes.

<PAGE>
                                 Calgene, Inc.
                Condensed Consolidated Statements of Cash Flows
                  Increase (Decrease) in Cash and Equivalents
                                ($ in Thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                             Three Months Ended
                                                                September 30
                                                             ------------------  
                                                               1995      1994
                                                             --------  -------- 

<S>                                                          <C>       <C>      
Cash flows from operating activities:
  Net loss                                                   $(10,374) $ (9,538)
  Adjustments to reconcile net loss to
  net cash used in operating activities:
    Depreciation and amortization                               1,220     1,109
    Stock compensation                                              -       113
    Other                                                         (59)      (20)
  Net changes in:
    Operating assets                                            1,274       574
    Operating liabilities                                      (3,585)   (5,652)
                                                             --------  -------- 
      Net cash used in operating activities                   (11,524)  (13,414)

Cash flows from investing activities:
  Proceeds from sales of securities                             5,893     8,472
  Purchase of securities                                       (3,542)   (3,473)
  Capital expenditures for property, plant and equipment       (1,094)     (891)
  Purchases of product rights, patents and
    other intangible assets                                    (1,208)   (1,347)
  Other                                                            54       (54)
                                                             --------  -------- 
      Net cash provided by investing activities                   103     2,707

Cash flows from financing activities:
  Proceeds from notes payable                                   1,353     4,341
  Payments on notes payable                                    (2,205)   (7,019)
  Decrease in securities-pledged                                  175        84
  Increase in borrowings of long-term debt                      3,000         -
  Principal payments on long-term debt                           (459)     (908)
  Sale of common stock                                            117    15,034
                                                             --------  -------- 
      Net cash provided by financing activities                 1,981    11,532
                                                             --------  -------- 

Net increase (decrease) in cash and equivalents                (9,440)      825
Cash and equivalents at beginning of period                    11,753     5,286
                                                             --------  -------- 
Cash and equivalents at end of period                        $  2,313  $  6,111
                                                             ========  ======== 


Supplemental  disclosures of cash flow information:  
  Cash paid during the period for:
      Interest                                               $    456  $    207
      Income taxes                                           $     26  $     17

</TABLE>

                            See accompanying notes.
<PAGE>
              Notes to Condensed Consolidated Financial Statements

1.       Summary of Significant Accounting Policies
         ------------------------------------------

         The accompanying condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles applied on
a consistent basis during the interim periods. These financial statements should
be read in conjunction with the Company's audited financial statements contained
in the Company's Annual Report on Form 10-K, as amended, for the fiscal year
ended June 30, 1995.

         In the opinion of management, the interim financial statements reflect
all adjustments necessary, consisting only of normal recurring adjustments, to
present fairly the Company's consolidated financial position at September 30,
1995 and the consolidated results of operations and cash flows for the fiscal
quarters ended September 30, 1995 and 1994. Results for the period ended
September 30, 1995 are not necessarily indicative of results to be expected for
the entire fiscal year.

         Calgene's quarterly operating performance is affected by seasonal
factors. Cotton seed sales normally occur primarily in the third and fourth
fiscal quarters.

         Net loss per share has been computed by dividing the net loss by the
weighted average number of common shares outstanding during each period. Common
shares issuable upon the exercise of stock options have been excluded from the
computation of net loss per share since their inclusion would be antidilutive.

         Certain amounts reported in the three month period ended September 30,
1994 have been reclassified to conform with the presentation of the three month
period ended September 30, 1995.

2.       Inventories
         -----------

         Inventories are stated at the lower of cost, determined on a first-in,
first-out basis, or market value. Inventories consist of the following (in
thousands):

                                    September 30, 1995            June 30, 1995
                                    ------------------            -------------

          Raw materials                  $2,010                      $  897
          Work in progress                3,892                       4,613
          Finished goods                  2,678                       2,638
                                          -----                       -----

                                         $8,580                      $8,148
                                         ======                      ======

3.       Patent and Legal Proceedings
         ----------------------------

         See Part II -     Other Information
                                    Item 1. Legal Proceedings

4.       Strategic Alliance
         ------------------

         In October 1995, the Company and Monsanto Company ("Monsanto") signed a
definitive agreement for a transaction whereby Monsanto will contribute to the
Company ownership of a major U.S. based fresh tomato grower, packer and shipper
organization, $30 million, and intellectual property relating to certain fresh
produce and plant oils research and development. Monsanto will also make
available long-term credit facilities for the Company if the proposed
transaction is completed. In exchange, the Company will issue to Monsanto shares
of its common stock representing a 49.9% equity interest. At September 30, 1995,
Monsanto advanced to Calgene $13 million of the $30 million to be contributed
pursuant to the proposed transaction. An additional $5 million was advanced to
Calgene in October 1995. These advances were evidenced by a subordinated
convertible note due on June 30, 1997. Borrowings under the note bear interest
at two percent over Citibank's prime rate which was 8.75% at September, 1995.
The weighted average annual interest rate under the note was 10.9% for the three
month period ended September 30, 1995. In the event the transaction is not
closed as a result of reasons within the control of the Company, or if the
Company's shareholders fail to approve the transaction, then the maturity date
of the note will be June 30, 1996. In addition, if the transaction is not closed
for any reason, the principal amount of the note plus accrued interest is
convertible into shares of the Company's common stock at Monsanto's option. The
conversion price will be equal to 85% of the average closing market price of the
Company's common stock during the ten trading days immediately preceding the
conversion.
<PAGE>
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Overview of Calgene Fresh

     The Company's fresh market tomato business continued to experience negative
gross margins in the first quarter of fiscal 1996 and will not achieve positive
gross margins until the Company realizes substantial reductions in the high unit
costs that the Company has continually incurred in the production, distribution
and marketing of vine-ripened tomatoes. The Company believes that such cost
reductions will depend primarily on (i) tomatoes with the FLAVR SAVR gene
providing substantial cost savings due to reduced spoilage; (ii) the Company
achieving lower costs from increased crop yields through the development and
introduction of additional FLAVR SAVR varieties, innovative production,
packaging, handling and distribution methods and from additional experience in
the business; and (iii) production, and sales volumes reaching levels that will
provide substantial economies of scale.

     Calgene has exclusive rights to genetically engineer certain third-party
proprietary tomato lines bred for superior taste and agronomic performance and
is currently developing varieties from these and other materials which are
expected to have the agronomic characteristics required for all growing regions
and seasons. The Company does not yet have suitable varieties from this program
for every growing region. As a result, the Company has decided not to plant its
current FLAVR SAVR varieties in the Southeast in the fiscal 1996 growing season.

     The Company's financial results depend in large part on its yields of
vine-ripened tomatoes and the proportion that can be packed and sold as premium
tomatoes. There can be no assurance as to the output levels of premium tomatoes
that will be achieved nor the prices at which non-premium vine-ripe tomatoes,
which are subject to the market condition for commodity tomatoes, will be sold.
The superior quality of the Company's premium tomato products has resulted in
the sale of all available premium fruit production to date at wholesale prices
substantially higher than the prevailing market price for commodity tomatoes.
This trend is expected to continue.

     Revenues

     Calgene's product sales in the first quarter of fiscal 1996 increased 40.7%
to $8.8 million from $6.3 million in the comparable period of the prior year.
The increase reflects $2.3 million in higher sales of fresh market tomatoes and
$295,000 in higher cotton seed sales. Tomato sales were $4.1 million and plant
based oil product sales were $3.8 million in the first quarter of fiscal 1996.

     Product development revenues in the first quarter of fiscal 1996 increased
by $33,000 as compared to the corresponding period of the prior year due to the
addition of a new research contract, partly offset by the conclusion of another.

     Interest income decreased by $47,000 in first quarter of fiscal 1996 as
compared to the first quarter of fiscal 1995 largely due to a decrease in cash
and equivalents and short-term investments which were used primarily to fund
operating losses. The decrease was partly offset by higher interest rates.

     Other income in the first quarter of fiscal 1996 increased by $103,000 as
compared to the corresponding period of the prior year primarily attributable to
consulting services provided by Calgene Chemical.

     Gross Profit

     Calgene's gross profit on net product sales was negative $3.3 million in
the first quarter of fiscal 1996 as compared to a negative gross profit of $2.5
million in the comparable period of the prior year. The negative variance of
$873,000 is attributable to a negative gross profit of $4.3 million on tomato
sales during the first quarter of fiscal 1996, compared with a negative gross
profit of $3.3 million in the corresponding period. The negative gross profit
was partly offset by a gross profit increase of $198,000 in cotton operations
reflecting increased international and bulk seed sales.

     Research and Development Expenses

     Research and development expenses decreased by $583,000 or 15.3% to $3.2
million in the first quarter of fiscal 1996 as compared to $3.8 million in the
corresponding period of the prior year. The decrease primarily reflects the
positive fiscal 1996 impact of the Company's third quarter fiscal 1995
implementation of a program to reduce ongoing research expenses. This program
included staff reductions of approximately 10% of the Company's 320 regular full
time employees, and reflected a shift in resources from research into product
development to focus on commercialization of the Company's genetically
engineered products.

     Selling, General and Administrative Expenses

     Calgene's selling, general and administrative expenses increased by
$252,000 or 6.9% to $3.9 million in the first quarter of fiscal 1996 as compared
to the corresponding period of the prior year. The increase primarily reflects
higher administrative expenses of $137,000 in the Company's tomato operations,
an increase in cotton selling expenses, and increased expenditures for the
marketing and business development of genetically engineered plant oils. These
factors were partly offset by the inclusion of a $113,000 stock compensation
charge in the first quarter of fiscal 1995.

     Interest Expense

     Interest expense, which reflects the Company's borrowings on its bank line
of credit and long-term debt obligations, increased $329,000 to $513,000 in the
first quarter of fiscal 1996 as compared to the corresponding period of the
prior year. The higher interest expense was predominantly due to a $13 million
loan made by Monsanto in the form of a subordinated convertible note due on June
30, 1997.

     Loss Before Income Taxes

     In the first quarter of fiscal 1996, Calgene incurred a pre-tax loss of
$10.4 million as compared to a pre-tax loss of $9.5 million in the corresponding
period of the prior fiscal year. The increased first quarter pre-tax loss is
primarily attributable to negative gross profits at Calgene Fresh. In addition,
the increased pre-tax loss reflects higher interest and selling, general and
administrative expenses. These factors were partly offset by lower research and
development expenses, an increase in gross profit from cotton seed sales, and an
increase in other income.

     The Company expects to continue to incur another substantial pre-tax loss
in fiscal 1996.

     Provision for Income Taxes

     For federal income tax return purposes, as of June 30, 1995 the Company has
a net operating loss carryover of approximately $180 million which expires
between 1995 and 2010, and a general business tax credit carryover of
approximately $4 million which expires between 1995 and 2010. In addition, as of
June 30, 1995 the Company has a net operating loss carryover of approximately
$125 million for state income tax purposes which expires between 1995 and 2010.
Approximately $20 million and $3 million of the federal and state net operating
loss carryovers, respectively, and $700,000 of the general business tax credit
carryover, are available only to offset the separate federal and state taxable
income, if any, of Calgene Fresh. For financial reporting purposes, a valuation
allowance of approximately $72.8 million has been recognized at June 30, 1995 to
offset the deferred tax assets related to all of the aforementioned
carryforwards.

     Because of the change in ownership provisions of the Tax Reform Act of
1986, a portion of the Company's federal net operating loss and tax credit
carryovers will be subject to an annual limitation regarding their utilization
against taxable income in future periods. The Company expects that the annual
limitation will not have a material adverse effect on the Company's ability to
utilize the net operating loss and credit carryovers prior to the expiration of
the carryover periods.

     Seasonality

     Tomato prices are generally higher and unit volume lower during winter
months due to adverse weather conditions. The opposite effects occur in the
summer months. Sales of planting seed are seasonal, causing significant
fluctuations in product sales and working capital requirements. Cotton seed
sales are concentrated in the quarters ending March 31 and June 30. Sales of
canola oil occur almost entirely in the quarter ending September 30. Specialty
oleochemical sales are generally not seasonal.

     Patent Litigation

     See "Legal Proceedings" regarding litigation in which another company has
claimed that Calgene's products developed with antisense technology, including
the FLAVR SAVR tomato, infringe the other company's patent rights and has
challenged the validity of Calgene's antisense patent.

     Government Farm Legislation

     Cotton seed sales are affected by changes in U.S. government agricultural
policy, which generally imposes limitations on planting acreage as a criterion
for farmers' eligibility to receive government subsidy payments and other
benefits. An increase in the acreage set-aside for a subsidized crop (such as
cotton) will generally reduce farmer demand for seed for that crop, and a
decrease in the set-aside will generally increase demand for the seed. In
situations where growing conditions give farmers the alternative of planting
either of two crops, an increase in the set-aside for one crop will tend to
increase farmer demand for the seed of the competing crop.

     Inflation and Price Fluctuations

     Calgene regularly incurs crop production costs for fresh market tomatoes.
The market price of fresh market tomatoes can experience substantial
fluctuations in short periods. These price fluctuations directly affect the
portion of Calgene's tomato production sold below premium prices and to a lesser
extent can affect the prices for premium MacGregor's brand tomatoes. As a
result, Calgene bears a significant risk with respect to its gross margin.
Calgene's plant oil and cotton operations can also be affected by changes in
prices of commodity plant oil and cotton seed oil and meal. The effects of
general inflation have not had a material impact on Calgene's consolidated
results of operations.


Liquidity and Capital Resources

     At September 30, 1995 Calgene had cash and equivalents and short term
available-for-sale securities of approximately $10.2 million, excluding $1.1
million in securities pledged as collateral for certain obligations. This was a
decrease of $11.8 million from June 30, 1995. Uses of cash include financing the
Company's $10.4 million net loss, a $3.6 million decrease in operating
liabilities, payments of $1.2 million for product rights, patents and other
intangible assets (including capitalized patent legal defense costs), the
acquisition of $1.1 million in property, plant and equipment, a $852,000
decrease in notes payable, and payments of $459,000 on long-term debt. Sources
of cash included a $3.0 million increase in borrowings of long-term debt and a
$1.3 million decrease in current operating assets. The Company's investment
policy is to invest excess cash in high quality, liquid, short-term fixed income
securities.

     Current operating assets decreased $1.3 million at September 30, 1995
(including the effects of discontinued operations) as compared to June 30, 1995
due to a $1.9 million decrease in accounts receivable, partly offset by a
$356,000 increase in inventories and a $288,000 increase in prepaid expenses.
The decrease in accounts receivable was primarily due to lower sales of tomatoes
at Calgene Fresh. In addition, the decrease reflects lower seasonal sales of
potato tubers, lower specialty oleochemical sales, and the collection of alfalfa
royalty receivables. Inventories increased due to the seasonal build-up of bulk
cotton-seed at Stoneville. This increase was partly offset by a $516,000
decrease in growing costs at Calgene Fresh, and a reduction of specialty canola
oil inventory.

     Current liabilities decreased $4.7 million at September 30, 1995 as
compared to June 30, 1995 largely due to a $2.9 million decrease in trade
accounts payable, a $852,000 decrease in notes payable, and a $793,000 decrease
in amounts due customers. The decrease in notes payable reflects seasonal
utilization of the Company's bank line of credit. The decrease in amounts due
customers primarily reflects refunds due customers for cotton seed returns
consistent with current industry practice.

     Net working capital decreased $8.2 million from $10.8 million at June 30,
1995, to $2.7 million at September 30, 1995 primarily due to the $11.8 million
decrease in cash and equivalents and available-for-sale securities and the $1.0
million (not including the effects of discontinued operations) decrease in
current operating assets, partly offset by the $4.7 million decrease in current
liabilities.

     A $13 million bank line of credit is used to help finance working capital
requirements for Calgene's subsidiaries. Borrowings under the line of credit
bear interest at the greater of one quarter percent over the bank's prime rate
or two and one half percent over the federal funds rate. On September 30, 1995
the bank's prime rate was 8.75% and the federal funds rate was 6.11%. The
weighted average annual interest rate under the line of credit was 8.92% for the
fiscal year ended June 30, 1995 and 9.15% for the three month period ended
September 30, 1995. As of September 30, 1995, $5.0 million of indebtedness was
outstanding on the bank line of credit, which expires in January 1996. The
Company is not in compliance with certain line of credit financial covenants and
conditions at September 30, 1995. However, the Company has obtained waivers from
the bank extending through December 31, 1995. It may be necessary for the bank
to extend the waivers before the Company is back in compliance with such
covenants and conditions.
There can be no assurance that the waivers will be extended.

     In the normal course of business, the Company enters into various grower
contracts with third party growers. Pursuant to these contracts, the Company
contracts with growers to purchase their crop, subject to certain quality
standards, at the end of the growing cycle which is generally less than one
year. The amount of outstanding grower contract commitments was approximately
$8.1 million at September 30, 1995. Calgene Fresh is contracting with growers to
supply tomatoes which in many cases will require the Company to advance payments
through the growing season.

     The Company has capitalized the legal fees incurred in its lawsuit with
Enzo Biochem, Inc. related to Calgene's defense of its antisense patent. If the
defense of Calgene's patent is unsuccessful, the Company would have to expense
all of these unamortized legal costs. At September 30, 1995, the amount of these
unamortized costs was $6.6 million. The Company believes that future legal
defense costs may be substantial.

     The Company expects that remaining capital expenditures in fiscal 1996 will
be approximately $2.8 million, a portion of which the Company expects to fund
with debt or lease financing. The Company's plans for capital expenditures may
change during the course of the year.

     In October 1995, the Company and Monsanto Company ("Monsanto") signed a
definitive agreement for a transaction whereby Monsanto will contribute to the
Company ownership of a major U.S. based fresh tomato grower, packer and shipper
organization, $30 million, and intellectual property relating to certain fresh
produce and plant oils research and development. Monsanto will also make
available long-term credit facilities for the Company if the proposed
transaction is completed. In exchange, the Company will issue to Monsanto shares
of its common stock representing a 49.9% equity interest. As of September 30,
1995, Monsanto advanced to Calgene $13 million of the $30 million to be
contributed pursuant to the proposed transaction. An additional $5 million was
advanced to the Company in October, 1995. These advances were evidenced by a
subordinated convertible note due on June 30, 1997. Borrowings under the note
bear interest at two percent over Citibank's prime rate which was 8.75% at
September, 1995. The weighted average annual interest rate under the note was
10.9% for the three month period ended September 30, 1995. In the event the
transaction is not closed as a result of reasons within the control of the
Company, or if the Company's shareholders fail to approve the transaction, then
the maturity date of the note will be June 30, 1996. In addition, if the
transaction is not closed for any reason, the principal amount of the note plus
accrued interest is convertible into shares of the Company's common stock at
Monsanto's option. The conversion price will be equal to 85% of the average
closing market price of the Company's common stock during the ten trading days
immediately preceding the conversion. The Company's cash and equivalents and
short-term investments at September 30, 1995, together with the $5 million
advanced by Monsanto in October 1995, and amounts expected to be available under
its current bank line of credit are expected to be sufficient to meet Calgene's
cash requirements until the end of fiscal 1996. However, this expectation is
based on the Company's anticipated future operating results, which are difficult
to predict. If the transaction with Monsanto is not consummated, or if the
Company's bank line of credit is not extended, the Company would be required to
issue equity securities, incur debt, or enter into other financing arrangements.
The Company's future liquidity is expected to depend largely on the level of
profit or losses generated by the Company's tomato business, at least until
commercialization of the Company's other genetically engineered product occurs.
In addition, the Company anticipates that, if its tomato, cotton, and plant oil
businesses expand significantly, they will require increasing levels of working
capital. There is no assurance that the Company will be successful in raising
sufficient additional capital or that the terms of any funding will be
favorable.
<PAGE>
















                           PART II. OTHER INFORMATION
<PAGE>


ITEM 1.  Legal Proceedings
         -----------------

     Calgene currently is engaged in litigation with Enzo Biochem, Inc.
("Enzo"), a biotechnology company in the human health care product industry.
Enzo is the exclusive licensee of three U.S. patents issued in 1993 to the State
University of New York ("SUNY"). Enzo asserts that these patents (the "SUNY/Enzo
Patents") contain claims covering the use of antisense technology in all cells,
including plant cells. Antisense technology is used in some of Calgene's
products, including tomato varieties with the FLAVR SAVR gene. Calgene believes
that the claims in the SUNY/Enzo Patents (No. 5,190,931, No. 5,208,149 and No.
5,272,065) are invalid, unenforceable and not infringed. Calgene further
believes that even if the SUNY/Enzo Patents claims directed to the use of
antisense technology in all cells were valid and infringed, this would not
invalidate Calgene's patent (No. 5,107,065) directed to antisense in plant cells
(the "Calgene Antisense Patent") and that commercialization by any company of
products using antisense technology in plant cells would in such case require a
license under both the SUNY/Enzo Patent and Calgene Antisense Patent.

     In 1993, Enzo filed patent litigation against Calgene in the United States
District Court in Delaware (Civ. No. 93-110-JJF) alleging willful patent
infringement of the first issued SUNY/Enzo patent (No. 5,190,931) and unfair
competition by Calgene, and requesting a declaratory judgment that the Calgene
Antisense Patent is invalid. Enzo claims that Calgene has threatened Enzo and
its prospective licensees, and that Calgene commenced frivolous litigation
against Enzo in California. Enzo's claims that Calgene conducted bad-faith
negotiations with Enzo regarding the possible granting of a license by Enzo
under its then pending application, and that Calgene has slandered Enzo have
been dismissed with prejudice by Enzo. Calgene has asserted that Calgene does
not infringe the SUNY/Enzo Patent No. 5,190,931 and that the SUNY/Enzo Patent
No. 5,190,931 is invalid and unenforceable. Calgene has also denied the other
claims in Enzo's complaint. Calgene has received a written opinion from its
patent counsel, Lyon & Lyon, that the SUNY/Enzo Patent No. 5,190,931 is invalid
and not infringed by Calgene.

     On February 9, 1994, Enzo filed a second patent suit in the United States
District Court in Delaware alleging willful infringement by Calgene of SUNY/Enzo
Patent No. 5,208,149 (Civ. No. 94-57). The patent at issue in this litigation is
a daughter application of the SUNY/Enzo Patent No. 5,190,931 and contains claims
which are directed to antisense constructs having a particular stem and loop
structure. Calgene has answered the complaint by denying its essential
allegations and asserting that Patent No. 5,208,149 is invalid, unenforceable
and not infringed. Calgene has also counterclaimed requesting a declaratory
judgment that a third antisense patent exclusively licensed from SUNY (SUNY/Enzo
Patent No. 5,272,065) is invalid and unenforceable. Calgene has also received
written opinions from patent counsel, Lyon & Lyon, that the SUNY/Enzo Patent No.
5,208,149 and Patent No. 5,272,065 are invalid and not infringed by Calgene. The
two Delaware actions have now been consolidated. A bench trial was held before
Judge Farnan from April 4 through April 21, 1995. Enzo's claims for unfair
negotiations, reliance on improper science, unfair press release and slander
were dismissed with prejudice. It is not known when the judge will render a
decision.

     On March 22, 1994, Enzo filed suit in the United States District Court for
the Western District of Washington naming Calgene and the Fred Hutchinson Cancer
Research Center ("FHCRC") as co-defendants. As amended by Enzo, the suit alleges
seven claims, only one of which is specifically directed to Calgene. In that
claim, which names Calgene and the FHCRC, Enzo seeks to have the sublicense
granted by the FHCRC to Calgene under a pending FHCRC patent application, which
is also directed to antisense technology, declared invalid as against public
policy. Enzo has requested a jury trial in its complaint.

     Although Calgene believes that the SUNY/Enzo Patents are invalid,
unenforceable and not infringed, a court might not agree. If a court were to
determine that any claim validly covers plant cells and is infringed by
Calgene's sale of products using antisense technology, Calgene could be held
liable for significant damages and be precluded from producing and selling the
FLAVR SAVR tomato, as well as other products under development, without a
license. There is no assurance that a license, if necessary, could be obtained
by Calgene on commercially acceptable terms. If the court were to determine that
the Calgene Antisense Patent is invalid or unenforceable, Calgene would be
deprived of the competitive and licensing advantages afforded by its patent.
Moreover, the Company would have to expense the capitalized legal fees related
to the defense of the Calgene's Antisense Patent, which amounted to
approximately $6.6 million at September 30, 1995.

     Although the results of litigation cannot be predicted with any assurance,
Calgene believes that the Enzo litigation will not have a materially adverse
effect on its consolidated financial position or results of operations, based on
Calgene's belief that the SUNY/Enzo Patents are invalid and not infringed by
Calgene and that the Calgene Antisense Patent is valid.

     The Company is party to other pending litigation incidental to its business
and has from time to time been notified of various claims that are not the
subject of pending litigation. While the results of litigation and claims cannot
be predicted with certainty, the Company believes that the final outcome of all
such other litigation matters and claims will not have a materially adverse
effect on its consolidated financial position or results of operations.

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

     None.
<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.



                                 CALGENE, INC.


Date:  November 14, 1995





                                                  /s/ Michael J. Motroni
                                                      ----------------------
                                                      Michael J. Motroni
                                                      Vice President of Finance
                                                      (Principal Financial and
                                                      Accounting Officer)
<PAGE>