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 December 31, 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 January 31, 1996: 30,264,257 shares

<PAGE>

                                  CALGENE, INC.

                                      INDEX


                                                                        Page No.
Part I.  Financial Information (unaudited)

         Condensed consolidated balance sheets -
         December 31, 1995 and June 30, 1995 ..................................4

         Condensed  consolidated  statements  of  operations -
         three months ended December 31, 1995 and 1994
         and six months ended December 31, 1995 and 1994.......................5

         Condensed consolidated statements of cash flows -
         six months ended December 31, 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 16........................................16

         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>

                                                        December 31   June 30
Assets                                                      1995        1995
                                                          --------    -------- 
<S>                                                        <C>        <C>
Current assets:
  Cash and equivalents                                    $  3,124    $ 11,753
  Available-for-sale securities                              5,218      10,283
  Accounts receivable, net of allowances                     5,590       6,697
  Inventories                                               13,161       8,148
  Prepaid expenses and other current assets                  1,152       1,699
                                                          --------    -------- 
    Total current assets                                    28,245      38,580

Property, plant and equipment:
  Land                                                         763         763
  Buildings                                                  5,048       3,743
  Leasehold improvements                                     9,745       9,643
  Furniture, fixtures and equipment                         23,276      22,436
  Construction in progress                                     542       1,459
                                                          --------    -------- 
                                                            39,374      38,044
  Less accumulated depreciation and amortization            16,900      15,524
                                                          --------    -------- 
    Property, plant and equipment, net                      22,474      22,520

Product rights, patents and other intangible
     assets, less accumulated amortization                  16,112      16,199
Costs in excess of fair values assigned to net
     assets acquired, less accumulated amortization          9,688      10,025
Other non-current assets                                     2,441       1,907
                                                          --------    -------- 


                                                            78,960      89,231
                                                          ========    ======== 

Liabilities and shareholders' equity
Current liabilities:
  Notes payable                                           $  9,602    $  7,761
  Accounts payable                                           4,832       6,487
  Accrued payroll and related expenses                       1,957       2,049
  License contract payable                                     750       1,500
  Accrued grower payments                                    2,106         942
  Amounts due customers                                        487       4,596
  Other current liabilities                                  4,015       2,930
  Current portion of long-term debt                          1,273       1,494
                                                          --------    -------- 
    Total current liabilities                               25,022      27,759

License contract payable, long-term                           --           750
Long-term debt                                              23,853      14,671

Commitments and contingencies

Shareholders' equity:
  Common stock, $.001 par value; 50,000,000
    shares authorized; 30,264,257 and 30,244,226
    shares issued and outstanding at
    December 31, 1995 and June 30, 1995, respectively           30          30
  Additional paid-in capital                               223,299     223,161
  Accumulated deficit                                     (193,244)   (177,140)
                                                          --------    -------- 

    Total shareholders' equity                              30,085      46,051
                                                          --------    -------- 

                                                          $ 78,960    $ 89,231
                                                          ========    ======== 


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

                                             Three Months                  Six Months
                                           Ended December 31             Ended December 
                                      --------------------------    -------------------------
                                          1995           1994           1995          1994
                                      -----------    -----------    -----------   -----------
<S>                                   <C>            <C>            <C>           <C>
Revenues:
  Product sales, net                  $    11,128    $     8,850    $    19,940   $    15,113
  Product development revenues                550          4,166            850         4,433
  Interest income                             179            242            430           540
  Other income, net                           122             32            247            54
                                      -----------    -----------    -----------   -----------
                                           11,979         13,290         21,467        20,140


Costs and expenses:
  Cost of goods sold                        9,958         10,336         22,099        19,055
  Research and development                  3,290          4,703          6,513         8,509
  Selling, general and administrative       3,630          3,702          7,522         7,342
  Interest expense                            752            173          1,265           357
                                      -----------    -----------    -----------   -----------
                                           17,630         18,914         37,399        35,263

Minority interest share of net
  (income) loss                               (13)            (4)             9            26
Equity in net loss of affiliate                --            (11)            (4)          (65)
Gain (loss) on disposition of assets          (45)             8           (141)            9
                                      -----------    -----------    -----------   -----------

Loss from operations before
  income taxes                             (5,709)        (5,631)       (16,068)      (15,153)
Provision for income taxes                     21             17             36            33
                                      -----------    -----------    -----------   -----------

Net loss                               $   (5,730)   $    (5,648)   $   (16,104)  $   (15,186)
                                      ===========    ===========    ===========   ===========



Net loss per share                     $    (0.19)   $     (0.19)   $     (0.53)  $     (0.53)
                                      ===========    ===========    ===========   ===========


Shares used in per share calculations  30,264,159     29,683,717     30,256,875    28,650,108
</TABLE>


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

<TABLE>
<CAPTION>

                                                             Six Months Ended
                                                                December 31
                                                              1995       1994
                                                            --------   ---------

<S>                                                         <C>        <C>      
Cash flows from operating activities:
  Net loss                                                  $(16,104)  $(15,186)

  Adjustments to reconcile net loss to
  net cash used in operating activities:
    Depreciation and amortization                              2,404      2,257
    Stock compensation                                          --          226
    Other                                                       (357)        84
  Net changes in:
    Operating assets                                          (2,857)   (10,500)
    Operating liabilities                                     (3,536)    (5,489)
                                                            --------   -------- 
      Net cash used in operating activities                  (20,450)   (28,608)

Cash flows from investing activities:
  Proceeds from sales of securities                            8,629     16,732
  Purchase of securities                                      (3,544)    (5,416)
  Capital expenditures for property, plant and equipment      (1,710)    (2,373)
  Purchases of product rights, patents and
    other intangible assets                                   (2,704)    (2,108)
  Other                                                           55        (57)
                                                            --------   -------- 
      Net cash provided by investing activities                  726      6,778

Cash flows from financing activities:
  Proceeds from notes payable                                  4,328     10,912
  Payments on notes payable                                   (2,487)   (11,535)
  Decrease in securities-pledged                                 175         84
  Increase in borrowings of long-term debt                     9,649       --
  Principal payments on long-term debt                          (688)    (1,260)
  Sale of common stock                                           118     31,581
                                                            --------   -------- 
      Net cash provided by financing activities               11,095     29,782
                                                            --------   -------- 

Net increase (decrease) in cash and equivalents               (8,629)     7,952
Cash and equivalents at beginning of period                   11,753      5,286
                                                            --------   -------- 
Cash and equivalents at end of period                       $  3,124   $ 13,238
                                                            ========   ======== 




Supplemental disclosures of cash flow information:
   Cash paid during the period for:
      Interest                                              $    870   $    346
      Income taxes                                          $     45   $     28


                             See accompanying notes.
</TABLE>
<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 December 31,
1995 and the  consolidated  results of operations  and cash flows for the fiscal
quarters and six month periods ended December 31, 1995 and 1994. Results for the
period ended December 31, 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.
Cottonseed  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 fiscal quarter and six month period ended
December 31, 1994 have been reclassified to conform with the presentation of the
fiscal quarter and the six month period ended December 31, 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):

                                December 31, 1995              June 30, 1995
                                -----------------              -------------

          Raw materials              $4,332                      $   897
          Work in progress            3,289                        4,613
          Finished goods              5,540                        2,638
                                    -------                       -------

                                    $13,161                       $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 December 31, 1995,
Monsanto  advanced to Calgene  $18 million of the $30 million to be  contributed
pursuant  to the  proposed  transaction.  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 8.5% at
December 31, 1995. The weighted  average annual interest rate under the note was
10.88%  for the six month  period  ended  December  31,  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.

5.   PGI-Kirin Partnership
     ---------------------

     In March  1990,  the  Company  and  Kirin  Brewery  Co.,  Ltd.  established
PGI-Kirin  Partnership ("PGK"), a joint venture to develop and commercialize new
potato  varieties.  In January 1996 management  decided,  subject to approval by
Calgene's  Board of Directors,  to cease PGK  operations  and sell its remaining
assets.  Consequently,  Calgene  will  record  an  estimated  write-off  of  its
investment in PGK of $1.0 million in the third fiscal quarter. PGK's revenues in
fiscal  1995 and for the six month  period  ended  December  31,  1995 were $1.5
million and $381,000, respectively.
<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 six  months  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(TM) 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.

     Most of the FLAVR SAVR  varieties the Company had available for  production
did not have acceptable yield and disease resistance performance.  Consequently,
the Company plans to temporarily limit its tomato growing  operations  beginning
in the Spring of 1996  until it is able to  complete  development  of FLAVR SAVR
varieties  that  have  enhanced  commercial  agronomic  qualities.  Calgene  has
exclusive rights to genetically  engineer certain third-part  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.
Also, the Company has entered into a proposed  transaction with Monsanto Company
("Monsanto"),  subject  to  shareholder  approval  and  satisfaction  of closing
conditions relating to the  Hart-Scott-Rodino  Antitrust  Improvements Act, that
will  result in Calgene  obtaining  Gargiulo  LP, a major  fresh  market  tomato
growing,  production and distribution  company with proprietary tomato germplasm
and tomato breeding expertise.  In the event that this transaction with Monsanto
is not consummated, tomato sales are expected to significantly decrease over the
remainder of fiscal 1996.

     Revenues

     Calgene's  product  sales in the second  quarter of fiscal  1996  increased
25.7% to $11.1 million from $8.9 million in the  comparable  period of the prior
year.  The  increase  reflects  $2.4  million  in higher  sales of fresh  market
tomatoes and higher sales of specialty  oleochemical  products.  These increases
were partly offset by a $883,000  decrease in cottonseed  sales primarily due to
the timing of domestic  seed  shipments.  In the second  quarter of fiscal 1996,
tomato  sales were $5.5  million  and plant  based oil sales were $3.8  million.
Product sales for the six month period ended December 31, 1995  increased  31.9%
to $19.9 million from $15.1 million in the comparable  period of the prior year.
Tomato sales  increased by $4.7 million and specialty  oleochemical  products by
$398,000.  These  increases  were  partly  offset  by  a  $588,000  decrease  in
cottonseed sales primarily as a result of the timing of domestic seed shipments.

     Product  development  revenues decreased by $3.6 million in both the second
quarter and first six months of fiscal  1996 as  compared  to the  corresponding
periods of the prior year due to a non-recurring  $3,750,000  technology license
sale that  occurred in fiscal  1995.  In  addition,  the  decrease  reflects the
conclusion of a research contract. The decreases in the second quarter and first
six  months  of fiscal  1996 were  partly  offset by the  addition  of three new
research contracts.

     Interest  income in fiscal 1996  decreased by $63,000 in the second quarter
and by $110,000 in the first six months as compared to the corresponding periods
in the  prior  year  largely  due to a  decrease  in cash  and  equivalents  and
short-term  investments which were used primarily to fund operating losses.  The
decreases were partly offset by higher interest rates.

     Gross Profit

     Calgene's  gross profit on net product sales was $1.2 million in the second
quarter of fiscal 1996 as compared to a negative gross profit of $1.5 million in
the prior year. The $2.7 million improvement is attributable to a negative gross
profit of $15,000 on tomato  sales  during  the second  quarter of fiscal  1996,
compared  with a negative  gross  profit of $2.9  million  in the  corresponding
period of 1995. The increase in gross profit was partly offset by a gross profit
decrease of $358,000 in cottonseed sales primarily  reflecting a timing delay in
domestic  sales.  Gross  loss in the  first six  months of fiscal  1996 was $2.2
million as compared  to $3.9  million in the  corresponding  period of the prior
year. The year-to-date  reduction in gross loss reflects a $1.9 million decrease
in the gross loss from tomato sales.

     Research and Development Expenses

     Research and development expenses decreased by $1.4 million or 30.0% in the
second  quarter  of fiscal  1996 and by $2.0  million  or 23.5% in the first six
months  as  compared  to the same  periods  of the  prior  year.  The  decreases
primarily reflect 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.   In  addition,   the  second  quarter  and
year-to-date decreases reflect lower expenses for licensing activities.

     Selling, General and Administrative Expenses

     Calgene's  selling,  general  and  administrative  expenses  in the  second
quarter of fiscal 1996 were generally unchanged as compared to the corresponding
period of the prior year.  Selling,  general and administrative  expenses in the
first six months of fiscal 1996 increased  $180,000 or 2.5% to $7.5 million from
$7.3 million in the comparable period of the prior year. The increase  primarily
reflects higher administrative  expenses in the Company's tomato operations,  an
increase in cotton selling  expenses,  and increased  expenses for the marketing
and business  development of genetically  engineered  plant oils.  These factors
were partly offset by the inclusion of a $226,000 stock  compensation  charge in
the first six months 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 by $579,000 in the second
quarter of fiscal  1996 and by  $908,000  in the first six months as compared to
the  corresponding  periods of the prior year. The higher  interest  expense was
predominantly  due to a $18  million  loan  made by  Monsanto  in the  form of a
subordinated  convertible  note due on June  30,  1997,  and to a lesser  extent
higher  borrowings on the Company's  bank line of credit to finance  inventories
and receivables

     Loss Before Income Taxes

     In the second  quarter of fiscal 1996,  Calgene  incurred a pre-tax loss of
$5.7 million as compared to a pre-tax loss of $5.6 million in the  corresponding
period of the prior fiscal year. In the first six months of fiscal 1996, Calgene
incurred a pre-tax loss of $16.1  million as compared to a $15.2  million in the
comparable  period of the prior year.  The increased  fiscal 1996 second quarter
and  year-to-date  losses  reflect lower product  development  revenues due to a
non-recurring  $3,750,000  technology license sale that occurred in fiscal 1995,
increases in interest  expense,  and  decreases in gross profit from  cottonseed
sales.  These  factors were partly  offset by a reduction in gross losses on net
product sales for tomatoes, and lower research and development expenses.

     The Company  expects 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. Cottonseed 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

     Cottonseed  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  cottonseed  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  December  31,  1995  Calgene  had cash and  equivalents  and short term
available-for-sale  securities of  approximately  $8.3 million,  excluding  $1.1
million in securities pledged as collateral for certain obligations.  This was a
decrease of $13.7 million from June 30, 1995. Uses of cash include financing the
Company's  $16.1  million  net  loss,  a  $3.5  million  decrease  in  operating
liabilities,  a $2.9  million  increase in  operating  assets,  payments of $2.7
million  for product  rights,  patents and other  intangible  assets  (including
capitalized  patent legal defense  costs),  the  acquisition  of $1.7 million in
property,  plant and  equipment,  and  payments of $688,000 on  long-term  debt.
Sources of cash included a $9.6 million increase in borrowings of long-term debt
and a $1.8  million net  increase in notes  payable.  The  Company's  investment
policy is to invest excess cash in high quality, liquid, short-term fixed income
securities.

     Operating assets increased by $2.9 million at December 31, 1995 as compared
to June 30, 1995 due to a $5.0 million increase in inventories, partly offset by
a $1.3  million  decrease  in  accounts  receivable  and a  decrease  in prepaid
expenses and other  current  assets.  Inventories  increased due to the seasonal
build-up  of  cottonseed.  This  increase  was partly  offset by a $1.6  million
decrease in tomato inventory, and a reduction of specialty canola oil inventory.
The decrease in accounts  receivable was primarily due to lower tomato sales and
lower  seasonal  sales of  potato  tubers.  Prepaids  and other  current  assets
decreased $757,000 primarily due to lower prepaid tomato growing costs.

     Current liabilities decreased $2.7 million at December 31, 1995 as compared
to  June  30,  1995  largely  due to a $4.1  million  decrease  in  amounts  due
customers,  a $1.7 million  decrease in trade accounts  payable,  and a $750,000
decrease in license  contract  payable.  These decreases were partly offset by a
$1.8 million net increase in notes payable,  a $1.2 million  increase in accrued
grower  payments and a $1.1 million  increase  other  current  liabilities.  The
decrease in amounts due customers primarily reflects seasonal incentive payments
and refunds due customers for prior year cottonseed  returns  consistent  within
current industry  practice.  The decrease in license contract payable reflects a
partial  payment for the  acquisition of a technology  license.  The increase in
notes  payable  reflects  seasonal  utilization  of the  Company's  bank line of
credit. The $1.2 million increase in accrued grower payments is largely due to a
seasonal inventory  increase for the purchase of bulk cottonseed.  This increase
was  partly  offset by a  $615,000  decrease  in grower  commitments  for tomato
inventory  purchases.  The increase in other current liabilities  primarily is a
$763,000  increase in accrued interest  attributable to the $18 million Monsanto
note payable, and an increase in deferred research contract revenue.

     Net working  capital  decreased $7.6 million from $10.8 million at June 30,
1995,  to $3.2 million at December 31, 1995  primarily  due to the $13.7 million
decrease in cash and  equivalents  and  available-for-sale  securities  , partly
offset by the $2.7 million decrease in current liabilities, and the $3.4 million
increase in current operating assets.

     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 December 31, 1995
the bank's  prime  rate was 8.50% and the  federal  funds  rate was  6.25%.  The
weighted average annual interest rate under the line of credit was 8.92% for the
fiscal  year  ended  June 30,  1995 and  9.11% for the six  month  period  ended
December 31, 1995.  As of December 31, 1995,  $7.9 million of  indebtedness  was
outstanding  on the bank line of credit,  which  expires on March 31, 1996.  The
Company is not in compliance with certain line of credit financial covenants and
conditions at December 31, 1995. However,  the Company has obtained waivers from
the bank  extending  through March 31, 1996.  There can be no assurance that the
waivers will be extended or that the bank line of credit will be renewed.

     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
$3.0 million at December 31, 1995.

     The Company has  capitalized  the legal fees  incurred in its lawsuit  with
Enzo Biochem,  Inc.  related to Calgene's  defense of its antisense  patent.  On
February  2,  1996,  the  court  ruled on behalf  of the  Company  and held that
Calgene's  patent was valid. If the defense of Calgene's  patent is unsuccessful
as a result of potential appeals, the Company would have to expense all of these
unamortized  legal costs. At December 31, 1995, the amount of these  unamortized
costs was $6.5 million.

     In January 1996 management decided,  subject to approval by Calgene's Board
of  Directors,   to  cease  PGK  operations  and  sell  its  remaining   assets.
Consequently,  Calgene will record an estimated  write-off of its  investment in
PGK of $1.0 million in the third fiscal  quarter.  PGK's revenues in fiscal 1995
and for the six month  period  ended  December  31,  1995 were $1.5  million and
$381,000, respectively.

     The Company expects that remaining capital expenditures in fiscal 1996 will
be  approximately  $1.0 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 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 December 31, 1995, Monsanto advanced
to Calgene  $18  million of the $30  million to be  contributed  pursuant to the
proposed   transaction.   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 8.50% at December 31, 1995.
The weighted  average annual interest rate under the note was 10.88% for the six
month period ended December 31, 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 December 31,
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.  The Company's future
liquidity  is  expected  to  depend  largely  on the  level of  profit or losses
generated  by the  Company's  operating  businesses.  In  addition,  the Company
anticipates  that,  if its  tomato,  cotton,  and  plant oil  businesses  expand
significantly, they will require increasing levels of working capital.

     If the transaction  with Monsanto is not  consummated,  or if the Company's
bank line of credit is not extended  beyond March 31, 1996, the Company would be
required to issue equity  securities,  incur debt, or enter into other financing
arrangements.  There is no assurance  that the Company  would be  successful  in
raising sufficient  additional funds to finance its operations or that the terms
of any funding would be favorable.
<PAGE>
















                           PART II. OTHER INFORMATION
<PAGE>
ITEM 1.  Legal Proceedings
         -----------------

     Since 1992, Calgene has been engaged in litigation with Enzo Biochem,  Inc.
("Enzo") a company  licensed  under three related U.S.  patents and  counterpart
foreign patents (the "Enzo Patents") which purport to cover the use of antisense
technology  in all cells,  including  plant cells.  Some of Calgene's  products,
including  the FLAVR SAVR tomato,  use antisense  technology.  Enzo claimed that
Calgene infringed the Enzo Patents.  Calgene denied  infringement and challenged
the validity of the Enzo Patents.  On February 2, 1996, the District Court ruled
that the Enzo Patents are invalid.  In addition,  the validity of a patent owned
by Calgene  directed  to the use of  antisense  in plant cells was upheld by the
District Court. Enzo has indicated that it intends to appeal the decision. If on
appeal a court were to determine  that one or more of the Enzo  Patents  validly
covers  plant cells and that such patents are  infringed  by Calgene's  sales of
products  incorporating such antisense technology,  Calgene could be held liable
for  significant  damages and could be precluded  from producing and selling the
FLAVR SAVR tomato, as well as other products currently under development.  There
is no assurance  that a license,  if necessary,  could be obtained by Calgene on
commercially  acceptable  terms,  if at all. 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 $6.5 million at December 31, 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
         --------------------------------

     A.  Exhibits

       10.40  Seventh Amendment to Secured Revolving Credit 
              Agreement and Waiver Among Calgene, Inc. and
              Harris Trust and Savings Bank Dated December 29, 1995...........18

       10.41  Eighth Amendment to Secured Revolving Credit 
              Agreement and Secured Revolving Credit Note Among
              Calgene, Inc. and Harris Trust and Savings Bank 
              Dated January 23, 1996..........................................22

     B.  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:  February 14, 1996




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