UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K


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

      For the fiscal year ended June 3, 2000 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)

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

Securities  registered  pursuant  to  Section  12(b) of the Act:  Class A Common
   Stock, par value $.10 and Class B Common Stock, par value $.10

Securities registered pursuant to Section 12(g) of the Act:  None

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 ___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate  market value of the  registrant's  voting Class A and  non-voting
Class B Common Stock held by non-affiliates on August 4, 2000 was $42,804,000.

On August 4,  2000,  there were  4,014,641  shares of the  registrant's  Class A
Common Stock outstanding and 5,898,686 shares of the registrant's Class B Common
Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions  of  the  Proxy  Statement  for  registrants  2000  Annual  Meeting  of
Stockholders  to be held October 24, 2000 are  incorporated by reference in Part
III of this Form 10-K Report.

                                  Page 1 of 81
                            Exhibit Index on Page 33

<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

                                      INDEX
                                      -----

                                                                            Page
                                                                            ----

Part I:
-------

        Item l.  Business                                                      3

        Item 2.  Properties                                                   13

        Item 3.  Legal Proceedings                                            13

        Item 4.  Submission of Matters to a Vote of Security Holders          14


Part II:
--------

        Item 5.  Market for Registrant's Common Equity and Related
                 Stockholder Matters                                          15

        Item 6.  Selected Financial Data                                      16

        Item 7.  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                          17

        Item 7A. Quantitative and Qualitative Disclosures About
                 Market Risk                                                  21

        Item 8.  Financial Statements and Supplementary Data                  22

        Item 9.  Changes in and Disagreements with Accountants on
                 Accounting and Financial Disclosure                          22


Part III:
---------

        Item 10. Directors and Executive Officers of the Registrant           23

        Item 11. Executive Compensation                                       26

        Item 12. Security Ownership of Certain Beneficial Owners
                 and Management                                               29

        Item 13. Certain Relationships and Related Transactions               32


Part IV:
--------

        Item 14. Exhibits, Financial Statement Schedules and
                 Reports on Form 8-K                                          33


                                       -2-
<PAGE>

                                     Part I
                                     ------


Item 1. Business
        --------

(a)  General Development of Business
     -------------------------------

     E-Z-EM,  Inc. (the  "Company" or "E-Z-EM"),  organized in Delaware in 1983,
together with its predecessors,  has been in business for over 38 years, and has
its corporate  offices located at 717 Main Street,  Westbury,  N.Y.  11590.  The
Company  is  primarily  engaged  in  developing,   manufacturing  and  marketing
diagnostic   products  used  by  radiologists   and  other   physicians   during
image-assisted  procedures to detect anatomic  abnormalities  and diseases.  The
Company  also  designs,   develops,   manufactures  and  markets,   through  its
wholly-owned subsidiary,  AngioDynamics,  Inc.  ("AngioDynamics"),  a variety of
therapeutic  and diagnostic  products,  for use principally in the diagnosis and
treatment of peripheral vascular disease.  Interventional radiologists primarily
use these products during minimally invasive diagnostic and therapeutic surgical
procedures.

     E-Z-EM's products consist of specially developed powdered and liquid barium
sulfate formulations and consumable medical devices,  which function together as
a system  ("contrast  systems"),  for  examination  of the various  parts of the
gastrointestinal ("G.I.") tract. Contrast systems are used in X-ray, CT-scanning
and other imaging  examinations.  The G.I. tract is commonly  referred to as the
digestive  system  and  consists  of  the  pharynx,  esophagus,  stomach,  small
intestine (or small bowel) and colon.  E-Z-EM  manufactures  a broad spectrum of
barium  sulfate  products for different uses in G.I.  tract  examinations.  Each
E-Z-EM barium sulfate  formulation is tailored to that portion of the G.I. tract
to be  examined,  and  to  the  procedures  employed  by  radiologists  in  each
examination.  Based upon  sales,  the  Company  believes  that it is the leading
worldwide  producer of barium  sulfate  contrast  systems for use in G.I.  tract
examinations.

     The Company also competes in areas related and  complementary  to its basic
contrast systems  business,  categorized as non-contrast  systems.  Non-contrast
systems include:  radiological medical devices, custom contract pharmaceuticals,
gastrointestinal   cleansing   laxatives,   X-ray  protection   equipment,   and
immunoassay tests. See "Narrative Description of Business".

     The Company's sales of contrast and non-contrast systems,  collectively the
diagnostic   ("Diagnostic")  products  industry  segment,  net  of  intersegment
eliminations,  increased  6%  during  2000  as  compared  to 1999  due to  price
increases and increased demand.

     The  Company   manufactures  and  markets,   through   AngioDynamics,   six
differentiated   product   groups  for  use  during   interventional   radiology
procedures:  angiographic products, thrombolytic products, image-guided vascular
access  products,   angioplasty   products,   stents,   and  drainage  products.
Collectively  these  products  are  classified  as  the  AngioDynamics  products
industry segment. See "Narrative Description of Business".

     During 2000, AngioDynamics product sales, net of intersegment eliminations,
decreased  1%.  International  sales  decreased  32% due,  in large  part,  to a
continued decline in stent sales. Domestic sales increased 5% as a result of the
introduction  of several new  products,  namely  Abscession(TM)  fluid  drainage
catheters,  VistaFlex(TM) platinum biliary stents, and Workhorse(TM) PTA balloon
catheters, in the second quarter of 2000.

     On July 27, 2000, AngioDynamics entered into two agreements to sell all the
capital stock of  AngioDynamics  Ltd., a  wholly-owned  subsidiary,  and certain
other assets to AngioDynamics Ltd.'s management. AngioDynamics Ltd., located in


                                       -3-
<PAGE>

Ireland,  manufactured cardiovascular and interventional radiology products. The
aggregate   consideration  paid  was  $3,250,000  in  cash.  The  sale  was  the
culmination  of  AngioDynamics'  strategic  decision to exit the  cardiovascular
market and to focus entirely on the interventional  radiology  marketplace.  The
gain resulting from this sale will not be material to the financial position and
results  of  operations  for the  quarter  ended  September  2,  2000.  Further,
AngioDynamics entered into a manufacturing  agreement,  a distribution agreement
and a  royalty  agreement  with the  buyer.  Under  the  two-year  manufacturing
agreement,  the buyer will manufacture certain interventional radiology products
sold by AngioDynamics.

     Unless  the  context  requires  otherwise,   all  references  herein  to  a
particular year are references to the Company's fiscal year.

(b)  Financial Information About Industry Segments
     ---------------------------------------------

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

     Certain  financial  information,  including  net  sales,  depreciation  and
amortization,  net earnings (loss), assets and capital expenditures attributable
to each operating segment are set forth in Note O to the Consolidated  Financial
Statements included herein.

(c)  Narrative Description of Business
     ---------------------------------

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

     Diagnostic  products  include both contrast  systems,  consisting of barium
sulfate formulations and related medical devices used in X-ray,  CT-scanning and
other imaging  examinations,  and non-contrast systems,  including  radiological
medical devices,  custom contract  pharmaceuticals,  gastrointestinal  cleansing
laxatives, X-ray protection equipment, and immunoassay tests.

     Contrast Systems

     Contrast  systems,  using barium  sulfate  formulations  as contrast  media
together with consumable medical devices,  have been E-Z-EM's principal business
since the Company's  organization  over 38 years ago. For over 80 years,  barium
sulfate has been the  contrast  medium of choice for  virtually  all G.I.  tract
X-ray examinations.  It has the longest history of use among all contrast media.
Barium  sulfate is preferred  among G.I.  tract  contrast media because it has a
high absorption  coefficient for X-rays. In addition,  it is biologically inert,
insoluble in water and  chemically  stable.  Barium  sulfate for  suspension  is
listed in the U.S.  Pharmacopeia.  The use of properly formulated barium sulfate
suspensions permits the visualization of the entire G.I. tract.

     The  Company's  contrast  systems are designed for a variety of  radiologic
procedures. In single contrast procedures, a portion of the G.I. tract is filled
with barium sulfate to produce a diagnostic  image of the tract's  contours.  In
double contrast procedures, CO2 or air is used to distend the G.I. tract after


                                       -4-
<PAGE>

coating  with  a  high  density  barium  sulfate  suspension.  This  produces  a
significantly  clearer  diagnostic  image  of  the  tract's  surface  than  that
obtainable through the use of single contrast procedures. In computed tomography
procedures,  known as "CT-scanning",  a specially  formulated low density barium
sulfate product is used to fill and thus identify the G.I. tract.

     Contrast  systems  provide  radiologists  with a  range  of  effective  and
convenient powdered and liquid product formulations tailored to single contrast,
double contrast or CT-scanning  procedures.  Many of the Company's  products are
functionally packaged in disposable dispensing containers.  The Company believes
that it currently has the broadest  barium sulfate product line of any worldwide
manufacturer  and is continuing to develop  additional  formulations  for modern
X-ray  techniques.  E-Z-EM  also  sells  accessory  medical  devices  for use in
contrast  system  procedures,  including  empty  enema  administration  kits and
components.  Sales of contrast  systems  increased 8% during 2000 as compared to
1999.

     Non-Contrast Systems

     The Company also competes in areas related and  complementary  to its basic
contrast systems  business,  categorized as non-contrast  systems.  Non-contrast
systems include:  radiological medical devices, custom contract pharmaceuticals,
gastrointestinal   cleansing   laxatives,   X-ray  protection   equipment,   and
immunoassay  tests.  Sales of non-contrast  systems  increased 2% during 2000 as
compared to 1999.

     The   Company's   line   of    radiological    medical    devices   include
electromechanical  injectors and syringes,  needles, trays and ancillary devices
used during a variety of  radiologic  and  ultrasound  procedures.  This product
grouping includes the PercuPump  Touchscreen(TM) with EDA(TM) injector ("PP with
EDA"),  which is designed to inject  contrast media into the vascular system for
visualization  purposes  during CT  procedures.  The PP with EDA,  introduced in
1998,   is  the  first  CT  injector   designed  to  aid  in  the  detection  of
extravasation,  an accidental  infiltration  of contrast media into  surrounding
tissue.  The PP  with  EDA is  comprised  of an  electromechanical  injector,  a
consumable  syringe,  and a disposable EDA detector  patch.  Other  radiological
medical  devices  include entry  needles,  biopsy  needles,  trays and ancillary
products used during mammography, amniocentesis and other specialty procedures.

     Custom contract  pharmaceutical and cosmetic products are manufactured on a
contract basis by E-Z-EM Canada Inc.  ("E-Z-EM  Canada"),  the Company's wholly-
owned Canadian  subsidiary.  Pharmaceuticals  include  products for dermatology,
cough and cold medicines,  liquid vitamins,  antacids and sun screen lotions and
creams.  Cosmetic  products  include skin care products,  namely  anti-aging and
moisturizers.

     E-Z-EM  Canada has a  long-term  agreement  with  O'Dell  Engineering  Ltd.
("O'Dell") of Cambridge,  Ontario,  Canada,  to commercialize a  decontamination
lotion for chemical  warfare  agents.  The product line,  known as Reactive Skin
Decontaminant  Lotion  ("RSDL"),  is currently  marketed to the defense  sector.
Under the terms of the agreement, E-Z-EM Canada is the exclusive manufacturer of
the product and is responsible for all phases of product development,  including
future generation decontaminants.

     RSDL is a  decontamination  lotion which  neutralizes and destroys chemical
warfare agents.  It has been shown to be effective  against the G and V families
of nerve agents, which include Sarin (used in the Tokyo subway terrorist attack)
and VX, and the H and L families of vesicants  (blister  agents),  which include
Mustard and Lewisite.  Developed by the Defense  Research  Establishment  of the
Canadian  Department  of National  Defense,  the  product  patent is held by the
Canadian  government,  which has entered into an exclusive  licensing  agreement
with


                                       -5-
<PAGE>

O'Dell  until the year 2010.  To date,  patents have been issued for RSDL in the
U.S., Canada and over a dozen European countries.

     The Company offers laxative  products  specially  formulated to cleanse the
G.I. tract prior to X-ray and colonoscopic examinations. These products are sold
through the same distribution network as the Company's contrast systems.

     The  Company  markets  a  line  of  X-ray  protection  equipment  featuring
Adjust-A-Weight(TM), a patented design concept which allows the wearer to adjust
the weight distribution of the protective apron to relieve fatigue. This product
line is sold through the same  distribution  network as the  Company's  contrast
systems.

     The Company,  through its wholly-owned  subsidiary,  Enteric Products, Inc.
("EPI"),  markets  immunoassay  tests for use in the  detection of  Helicobacter
pylori ("H. pylori").  The tests analyze a patient's serum or whole blood sample
using a patented antigen  licensed from Baylor College of Medicine.  These tests
are available for both laboratory use and for use in a physician's office.

     H. pylori  infection  has been  identified as the leading cause of duodenal
and gastric ulcers and has also been linked to gastritis and gastric cancer. The
World Health  Organization has categorized H. pylori as a Class 1 carcinogen,  a
definite  cancer  causing agent in humans.  Gastric cancer is a leading cause of
death in Asia, Africa and Eastern Europe.

     The Primary Care Division of Beckman Coulter, Inc.  ("Beckman"),  with whom
EPI  co-developed  the serum and whole blood tests,  also markets its version of
the  product  under the name  FlexSure(TM)  HP in the U.S.  and  other  selected
territories.  EPI  receives  revenue  from  royalties  on the sale of product by
Beckman to its distributors  and end-users,  and from the sale of EPI's patented
antigen to Beckman for use in both tests. In addition,  EPI derives revenue from
the sale of  HM-CAP(TM),  the  laboratory  version of the blood serum test.  The
Company markets the HM-CAP test direct and through  distributors in the U.S. and
abroad.

     EPI,  through  its  EndoDynamics  division,  also  sells  products  to  the
gastroenterology  and cardiology  markets.  These products  include the patented
Suction  Polyp  Trap(TM)  that  is used  during  colonoscopy  and  the  patented
E-Z-Guard(TM)  Mouthpiece  that  is  used  during  esophageal   echocardiography
procedures.  EndoDynamics  markets its products through a network of independent
sales representatives in the U.S. and specialty distributors outside the U.S.

     Significant Customers

     Sales to Marconi Medical  Systems,  Inc.  (formally  Picker  International,
Inc.) and  Diagnostic  Imaging  Inc.,  which are  distributors  of the Company's
Diagnostic products,  were 18% and 12%, respectively,  of total net sales during
2000.

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

     The Company, through its wholly-owned subsidiary,  AngioDynamics,  designs,
develops,  manufactures  and markets a variety of  differentiated  products  and
systems for the worldwide  interventional  radiology  marketplace,  which is the
practice of  medicine  using both  traditional  and new  imaging  procedures  to
perform minimally invasive diagnostic and therapeutic surgical procedures.

     The Company  believes that the  interventional  radiology market is growing
dramatically.  This is due,  in large  part,  to the less  invasive  aspects  of
interventional  radiology  procedures,  as compared to open surgical procedures,
which result in a reduction in the overall cost of medical care while  providing
important patient benefits. Interventional radiology procedures are often


                                       -6-
<PAGE>

performed on an out-patient  basis,  thereby  requiring  fewer hospital  support
services.  These  procedures,  even  when  performed  on  an  in-patient  basis,
generally  require a shorter  hospital  stay than do more  traditional  surgical
procedures.  Interventional radiology procedures also typically can have reduced
risk and trauma,  are less complex,  have fewer and less serious  complications,
can often be performed earlier in the stage of a disease,  and frequently result
in less costly and more  definitive  therapy than do more  traditional  surgical
procedures.   The  Company  expects  the  number  of  interventional   radiology
procedures  performed to increase as these procedures gain wider acceptance,  as
more  physicians  become trained in less invasive  medical  specialties,  and as
these procedures become more widely performed in community  hospitals as well as
in major medical centers.  Improvements in imaging and device  technology should
further expand the application of interventional radiology procedures.

     Angiographic Products

     Angiographic  products  include  diagnostic  catheters,   fluid  management
products and  CO2Ject(TM),  a proprietary  angiographic  system that uses carbon
dioxide ("CO2") instead of standard iodinated contrast media. These products are
used during  procedures  known as "angiograms"  and  "venograms",  which provide
images of the human peripheral vasculature and blood flow.

     The   Company   manufactures   three  lines  of   angiographic   catheters,
Soft-Vu(TM),  Memory-Vu(TM),  and  ANGIOPTIC(TM),  suitable for  diagnosing  the
peripheral human vascular system.  These catheters are available in over 500 tip
configurations and lengths,  either as standard catalogue items or made to order
through the Company's customization program. The Company's lines of angiographic
catheters are cleared for sale in the U.S.,  the European  community,  Japan and
elsewhere throughout the world.

     The proprietary  Soft-Vu/Memory-Vu catheter technology incorporates a soft,
atraumatic  tip that is  attached  to a more rigid  shaft.  In addition to being
soft,  the  catheter  tips are also easily  visualized  under  fluoroscopy.  The
Company  believes this soft tipped  catheter  technology  offers the physician a
safe diagnostic catheter with less propensity to perforate or lacerate an artery
or vein.

     The Company's ANGIOPTIC catheter line is distinguished from other catheters
because the entire catheter is highly visible under fluoroscopy. The catheter is
constructed using a proprietary triple-layer extrusion technology.

     The  Company  manufactures  several  lines of products  used to  administer
fluids and  contain the blood and other  biological  wastes  produced  during an
interventional  radiology  procedure.  These  products  are designed to meet the
concern  about  HIV and  hepatitis.  The  AngioFill(TM)  product  line  controls
airborne blood borne  pathogens by aspirating a catheter and injecting the blood
into an appropriate receptacle. The AngioFill systems also have fluid lines that
connect to saline and contrast media bottles.  In use,  physicians  aspirate the
catheter with a syringe and release the contents in the AngioFill bag. While the
syringe is still connected to the AngioFill, the physician draws fresh saline or
contrast media to flush the catheter.  The patented Pulse-Vu  Needle(TM) and Sos
Bloodless  Entry  Needle(TM)  control  airborne  blood borne  pathogens  and the
spurting blood flow normally  encountered in a femoral arterial  puncture.  Both
needles have a thin diaphragm to divert the  pressurized  column of blood into a
clear,  flexible  side arm tube,  thus  preventing  the blood from  entering the
clinical environment.  The special diaphragm has a slit that allows easy passage
of a guidewire through the needle hub and needle lumen and into the lumen of the
artery. The Company has secured patents on its bloodless needle technology.  All
of the Company's fluid management products are cleared for sale in the U.S., the
European community, Japan and elsewhere throughout the world.


                                       -7-
<PAGE>

     The CO2Ject is comprised of CO2  contrast,  an  automated  injector,  a CO2
connection set, a diagnostic catheter and an angioplasty balloon catheter. Since
a normal function of the human vasculature and blood flow system is the transfer
and expulsion of CO2 through the respiratory  system,  the Company believes that
CO2 provides a higher degree of safety than iodinated  contrast media, which can
cause severe allergic  reactions in certain patients.  The Company also believes
that CO2 is more cost  effective  and  provides  better  images  than  iodinated
contrast media.  Currently,  the CO2Ject is being sold in Europe, South America,
Australia and Asia. To date,  there is no automated CO2 system that has received
U.S.  Food and Drug  Administration  ("FDA")  clearance for sale in the U.S. The
Company has not applied for FDA  clearance  for the  CO2Ject,  and, in the event
that the Company does,  there can be no assurance  that such  clearance  will be
obtained at all.

     Thrombolytic Products

     The Company's  proprietary  thrombolytic product line is marketed under the
names  Pulse*Spray(R) and UNI*FUSE(TM) which are used to dissolve blood clots in
hemodialysis  access grafts,  arteries and veins.  Pulse*Spray and UNI*FUSE Sets
include PRO(TM) Infusion Catheters, occluding wires, check valves, and syringes.
The Pulse*Spray and UNI*FUSE Sets optimize the delivery of lytic agent (the drug
that actually dissolves the clot) by providing a controlled,  forceful,  uniform
dispersion.  This  improvement has been clinically shown to reduce the amount of
lytic agent and the time necessary for the procedure by a factor of three.  This
represents  significant  cost savings for the  hospital,  the  patient,  and the
healthcare system,  while reducing the complications  associated with the use of
larger volumes of lytic agent. The Pulse*Spray and UNI*FUSE Sets are cleared for
sale in the U.S.,  the European  community,  Japan and elsewhere  throughout the
world.

     The  Pulse*Spray  Injector  is  designed  to be  used in  conjunction  with
AngioDynamics'  other  thrombolytic  products.  This automated injector replaces
hand  pressure as an  injection  mechanism  and  improves  the  consistency  and
efficiency  of the  delivery of lytic agents  through  various  Pulse*Spray  and
UNI*FUSE Sets, as well as PRO Infusion Catheters.  It allows the user to deliver
a wide  range of  infusion  volumes  and  times  and  utilizes  state-of-the-art
computer   technology   with  a  touch   screen   program  to  store  up  to  20
customer-specified programs.

     The  Pulse*Spray  Injector  is cleared for sale in the U.S.,  the  European
community  and elsewhere  throughout  the world.  The Company  believes that the
Pulse*Spray  Injector  provides the first viable  treatment for dissolving  deep
vein clots ("DVT's") in a wide patient population.  Clinical experience with the
Pulse*Spray  Injector  indicates  a  significant  reduction  in  the  amount  of
thrombolytic  drugs and time  required to resolve  thrombosed  deep veins in the
legs.

     Image-Guided Vascular Access Products

     The Company's  image-guided vascular access products are marketed under the
AVA(TM)  trade  name and  include  the Schon  catheter,  the Schon XL  catheter,
peripherally inserted central catheters  ("PICC's"),  implanted medication ports
("Port's") and central venous catheters.

     The AVA(TM) trade name stands for  "AngioDynamics  Vascular  Access" and is
the Company's banner for an initiative into the market for image-guided vascular
access.  Precise  placement of vascular  access devices has become a significant
part of the practice of interventional radiology primarily due to the mastery of
high quality imaging  equipment  including  fluoroscopy  and  ultrasound.  These
devices  are used to  provide a  dialysis  conduit,  and to  deliver  nutrition,
antibiotics and chemotherapy drugs. Mixing these fluids in a high blood flow


                                       -8-
<PAGE>

near the heart reduces damage to the venous system and more rapidly  distributes
these drugs through the body. The Company believes  image-guided vascular access
("IGVA")  is  the  most  rapidly   growing   procedure   that  is  performed  by
interventional radiologists.

     Angioplasty Products

     In 2000, the Company introduced a new percutaneous transluminal angioplasty
("PTA") balloon  catheter,  the  Workhorse(TM).  This  high-pressure  balloon is
positioned  to perform  nearly 80% of all PTA  procedures  at a very  economical
price. The product is offered in 54  configurations.  The product is cleared for
sale in the U.S., the European community and elsewhere throughout the world. The
Company is pursuing vigorous sales and marketing efforts.

     Stents

     Stents are used to hold open  passageways  in the body that may have closed
or become  obstructed  as a result of aging,  disease,  or  trauma.  Stents  are
increasingly  being  used  as an  alternative  to or  adjunct  to  surgical  and
minimally invasive  procedures and drug therapies,  which reduce procedure time,
patient trauma, hospitalization and recovery time.

     The Company's  patented stent for biliary and peripheral  vascular use, the
VISTAFLEX(TM), incorporates a platinum linked-looped design. The VISTAFLEX stent
is  constructed  from a single  strand of platinum  alloy wire that is precision
formed.  The Company  believes that this design provides more consistent  vessel
support and radial force than other stent designs,  as well as more  visibility,
flexibility,  and easier delivery than competitive  stents. The Company believes
that  its  use  of  platinum  imparts  better  hemocompatibility  and  long-term
biocompatibility than stainless steel stent designs. The stent is also unique in
that it can be easily  imaged using MRI  guidance,  thus  permitting  the use of
non-invasive MRI in place of the more invasive  fluoroscopic  imaging that other
stents require.

     During 1999, the FDA granted AngioDynamics a 510(k) clearance to market the
VISTAFLEX  stent for the  treatment  of biliary  stricture  in the U.S.  Biliary
stricture, a condition common among hepatic and pancreatic cancer patients, is a
narrowing  of the bile  duct as a result of tumor  ingrowth.  The  VISTAFLEX  is
marketed   internationally   for  peripheral   vascular  and  biliary  stricture
applications.  The VISTAFLEX for peripheral  vascular  applications  has not yet
been  cleared  for sale in the U.S.  The  Company  intends to submit a premarket
approval  ("PMA")  application  to obtain  marketing  clearance from the FDA for
peripheral  vascular  applications,  but  there  can be no  assurance  that such
clearance will be obtained.

     Drainage Products

     In 2000,  the Company  introduced a new line of fluid  drainage  catheters,
trade named  Abscession(TM).  These  catheters are intended to drain  abscesses,
chest fluid,  pancreatitis  fluid, and urine  percutaneously from the body. This
product  line  features a soft  catheter  material  that is  intended to be more
comfortable  for the patient.  The catheter  material also recovers its shape if
bent or severely  deformed;  these  events are common as patients  roll over and
kink the catheters during sleep.  Drainage procedures are routinely performed by
interventional radiologists using fluoroscopy, CT or ultrasound guidance.

     Coronary Products

     The  Company  made a  strategic  decision  to exit the market for  coronary
products in order to focus entirely on the interventional radiology marketplace.


                                       -9-
<PAGE>

This decision  culminated in the sale, on July 27, 2000, of AngioDynamics  Ltd.,
the Irish subsidiary that manufactured the Company's coronary products.

     Marketing
     ---------

     The Company  believes  that the success of its barium  sulfate  products is
primarily  due  to  its  ability  to  create  contrast  systems  with  specific,
sophisticated barium formulations for varying radiologic needs. E-Z-EM continues
to develop new barium sulfate products,  including  products for CT-scanning and
MRI procedures.

     E-Z-EM's  contrast  systems,  laxatives,  X-ray  protection  equipment  and
radiological  medical devices,  such as syringes,  biopsy needles and trays, are
marketed to radiologists  and hospitals in the U.S.  through  approximately  170
distributors,  supported  by 29  E-Z-EM  sales  people,  many of whom  have  had
technical training as X-ray technicians.  The Company also advertises in medical
journals and displays at most national and international radiology conventions.

     Outside the U.S., the Company's  contrast systems are also marketed through
126  distributors,  including  wholly-owned  subsidiaries in Canada,  the United
Kingdom,  Japan and Holland.  Significant  sales are made in Canada,  the United
Kingdom,  Japan, Italy,  Holland,  Austria,  Sweden,  Germany,  South Africa and
Australia.  Foreign  distributors are generally granted  exclusive  distribution
rights and hold governmental product  registrations in their names, although new
registrations  are currently being filed in the Company's name where permissible
by applicable law.

     The  Company's   AngioDynamics  products  are  marketed  to  interventional
radiologists.  Domestic sales are supported by 21 direct sales employees,  while
the  international  marketing  effort  is  conducted  through  50  distributors,
including three wholly-owned  subsidiaries.  Foreign  distributors are generally
granted exclusive distribution rights on a country-by-country basis.

     Competition
     -----------

     Based  upon  sales,  E-Z-EM  contrast  systems  are the  most  widely  used
diagnostic  imaging  products  of their  kind in the U.S.,  Canada  and  certain
European  countries.  The Company faces competition  domestically from Inovision
Holdings LP (formally Lafayette Pharmaceuticals,  Incorporated), as well as from
small U.S.  competitors,  and it also faces competition  outside of the U.S. The
Company competes  primarily on the basis of product quality,  customer  service,
the availability of a full line of barium sulfate formulations  tailored to user
needs, and price.

     Radiologic  procedures for which the Company supplies products  complement,
as  well  as  compete  with,  endoscopic  procedures  such  as  colonoscopy  and
endoscopy. Such examinations involve visual inspection of the G.I. tract through
the use of a flexible  fiber  optic  instrument  inserted  into the patient by a
gastroenterologist.  The use of gastroenterology  procedures has been growing in
both  upper and lower  G.I.  examinations  as  patients  have been  increasingly
referred to gastroenterologists rather than radiologists. Also, the availability
of drugs which  successfully treat ulcers and other  gastrointestinal  disorders
has  tended to reduce  the need for upper G.I.  tract  examinations.  In January
1998,  Medicare began reimbursing for colorectal cancer screening utilizing G.I.
examinations, as well as other procedures.

     The major  non-contrast  systems market that the Company competes in is the
medical device radiology market, which is highly competitive. No single company,
domestic or foreign,  competes with the Company  across all of its  non-contrast
system product lines. In electromechanical injectors and syringes, the Company's
main competitors are Schering AG and Mallinckrodt, Inc. In needles and trays,


                                      -10-
<PAGE>

the Company competes with C.R. Bard, Inc., Baxter Healthcare Corporation,
Sherwood Medical Co. and various other competitors.  The Company also encounters
competition in the marketing of its other non-contrast systems products.

     The Company competes in the AngioDynamics  products segment on the basis of
product quality, product innovation, sales, marketing and service effectiveness,
and price. There are many large companies, with significantly greater financial,
manufacturing, marketing, distribution and technical resources than the Company,
focusing  on these  markets.  Those  Company  products  that the FDA has already
cleared and those Company products that in the future receive FDA clearance will
have to compete vigorously for market acceptance and market share.

     Cook, Inc., Boston Scientific Corporation, Johnson & Johnson Interventional
System, Co., C.R. Bard, Inc.,  Medtronic,  Inc. and Guidant  Corporation,  among
others, currently compete against the Company in the development, production and
marketing of stents and stent technology.

     The  Company's  stent  technology  also competes  against more  traditional
treatments.  For example,  the medical indications that can be treated by stents
can also be treated by surgery,  drugs, or other medical devices,  many of which
are widely accepted in the medical community.

     Within the contrast media market,  the Company's  CO2Ject  system  competes
with a product  offered by Daum GmbH.  The Company also competes with  companies
marketing  iodinated  contrast  agents.  These  companies  include Nycomed Inc.,
Bracco s.p.a., Schering AG and Mallinckrodt, Inc.

     In the market for angiographic  catheters,  the Company's major competitors
are Cook, Inc. and Johnson & Johnson Interventional System, Co.

     The  competitive  situation  in the market  for  thrombolytic  products  is
complex.  The first level of competition is the medical  profession,  where each
physician  can  decide if an artery or graft will be  cleared  surgically  or by
thrombolysis.  If  thrombolysis  is used, the second level of competition is for
the specific type of catheter or wire that will be used.  The Company's  primary
competitors   in  this   market  are  Boston   Scientific   Corporation,   Micro
Therapeutics, Inc., Cook, Inc. and Arrow International.

     The Company  believes that it is perceived as a market leader in the market
for blood containment  products,  where its primary competition comes from Arrow
International and  Becton-Dickinson.  The market for fluid management systems is
extremely  competitive,  with the Company's  products  being similar to products
from Boston Scientific  Corporation,  Merit, Burron Medical,  DeRoyal,  Biocore,
Advanced Medical Design, and Furon, Inc. These products are non-patient  contact
and, therefore,  the barriers to entry, such as regulatory clearance,  potential
liability, and the need for technical sophistication, are not significant.

     Research and Development
     ------------------------

     In addition to its technical staff,  which consists of a  Medical/Technical
Director and 39 employees,  the Company has consulting arrangements with various
physicians   who  assist   through  their   independent   research  and  product
development.  Research and development expenditures totaled $4,880,000, or 4% of
net sales,  in 2000, as compared to $4,847,000,  or 5% of net sales, in 1999 and
$5,662,000,  or 6% of net sales,  in 1998. The Company is committed to expansion
of its product lines through research and development.

     Raw Materials and Supplies
     --------------------------

     Most of the barium sulfate for contrast  systems is supplied by a number of
European and U.S. manufacturers, with a minor portion being supplied by E-Z-EM


                                      -11-
<PAGE>

Canada,  which operates a barium  sulfate mine and  processing  facility in Nova
Scotia and whose  reserves  are  anticipated  to last a minimum of five years at
current usage rates.  The Company believes that these sources should be adequate
for its foreseeable needs.

     The  Company has  generally  been able to obtain  adequate  supplies of all
components  for its  AngioDynamics  business in a timely  manner  from  existing
sources.  However, the inability to develop alternative sources, if required, or
a reduction or interruption in supply, or a significant increase in the price of
components, could adversely affect operations.

     Patents and Trademarks
     ----------------------

     Although  several  products  and  processes  are  patented  and the Company
considers its trademarks to be a valuable  marketing  tool, the Company does not
consider any single  patent,  group of patents,  or  trademarks to be materially
important to its  Diagnostic  business  segment.  E-Z-EM and  AngioDynamics  are
examples of the Company's registered trademarks in the U.S.

     The Company believes that success in the AngioDynamics  products segment is
dependent, to a large extent, on patent protection and the proprietary nature of
its technology.  The Company intends to file and prosecute  patent  applications
for  technology  for  which it  believes  patent  protection  is  effective  and
advisable.   The  Company   believes  that  issued  patents   covering   Soft-Vu
angiographic  catheters,  thrombolytic products and VISTAFLEX are significant to
its AngioDynamics business.

     Because patent applications are secret until patents are issued in the U.S.
or corresponding  applications are published in foreign  countries,  and because
publication of discoveries  in the  scientific or patent  literature  often lags
behind actual  discoveries,  the Company cannot be certain that it was the first
to make the inventions  covered by each of its pending patent  applications,  or
that it was the  first to file  patent  applications  for such  inventions.  The
Company also relies on trade secret  protection and  confidentiality  agreements
for certain unpatented aspects of its proprietary technology.

     Regulation
     ----------

     The  Company's  products  are  registered  with  the FDA and  with  similar
regulatory  agencies  in  foreign  countries  where they are sold.  The  Company
believes  it is  in  compliance,  in  all  material  respects,  with  applicable
regulations of these agencies.

     Certain of the Company's  products are subject to FDA regulation as medical
devices and certain other products,  such as various  contrast  systems products
and  CO2Ject,  are  regulated  as  pharmaceuticals.  Outside  of the  U.S.,  the
regulatory process and  categorization of products vary on a  country-by-country
basis.

     The  Company's  products  are  covered by  Medicare,  Medicaid  and private
healthcare   insurers,   subject   to  patient   eligibility.   Changes  in  the
reimbursement  policies and procedures of such insurers may affect the frequency
with which such procedures are performed.

     The Company  operates  several  facilities  within a broad  industrial area
located in Nassau County,  New York, which has been designated by New York State
as a  Superfund  site.  This  industrial  area has been  listed  as an  inactive
hazardous  waste site,  due to ground  water  investigations  conducted  on Long
Island  during the 1980's.  Due to the broad area of the  designated  site,  the
potential number of responsible parties, and the lack of information  concerning
the degree of contamination and potential  clean-up costs, it is not possible to
estimate what, if any, liability exists with respect to the Company. Further, it
has not


                                      -12-
<PAGE>

been alleged that the Company  contributed to the  contamination,  and it is the
Company's belief that it has not done so.

     Employees
     ---------

     The  Company  employs  955  persons,  185 of whom are  covered  by  various
collective bargaining  agreements.  Collective bargaining agreements covering 91
and 90 employees  expire in December 2002 and December 2004,  respectively.  The
Company considers employee relations to be satisfactory.

(d)  Financial  Information Regarding Foreign and Domestic Operations and Export
     ---------------------------------------------------------------------------
     Sales
     -----

     The Company derived about 33% of its sales from customers  outside the U.S.
during 2000.  Operating  profit  margins on export sales are somewhat lower than
domestic  sales  margins.  The Company's  domestic  operations  bill third party
export  sales in U.S.  dollars and,  therefore,  do not incur  foreign  currency
transaction gains or losses. Third party sales to Canadian customers,  which are
made by E-Z-EM  Canada,  are  billed in local  currency.  Third  party  sales to
Japanese  customers,  which are made by the Company's Japanese  subsidiary,  are
also billed in local currency.

     The Company employs 366 persons  involved in the developing,  manufacturing
and  marketing of products  internationally.  The  Company's  product  lines are
marketed through  approximately 155 foreign distributors to 83 countries outside
of the U.S.

     The  net  sales  of  each  geographic   area  and  the  long-lived   assets
attributable to each geographic area are set forth in Note O to the Consolidated
Financial Statements included herein.


Item 2. Properties
        ----------

     The Company's principal manufacturing  facilities and executive offices are
located in Westbury, New York. They consist of three buildings,  one of which is
owned by the Company,  containing  an aggregate of 183,800  square feet used for
manufacturing, warehousing and administration. One of the Westbury facilities is
leased to the Company by various lessors, including certain related parties. See
"Certain  Relationships  and  Related   Transactions".   AngioDynamics  occupies
manufacturing  and  warehousing  facilities  located  in  Queensbury,  New  York
consisting of two buildings, one of which is owned by the Company, containing an
aggregate of 29,312 square feet.  E-Z-EM Caribe owns a 38,600  square-foot plant
in San  Lorenzo,  Puerto  Rico  which  fabricates  enema  tips  and  heat-sealed
products.  E-Z-EM  Canada  occupies  manufacturing  and  warehousing  facilities
located in Montreal,  Canada consisting of two buildings,  one of which is owned
by the Company,  containing an aggregate of 109,950  square feet.  E-Z-EM Canada
also leases a 29,120 square-foot  building in Debert,  Nova Scotia and both owns
and leases land encompassing its barium sulfate mining operation.


Item 3. Legal Proceedings
        -----------------

     The Company is  presently  involved in various  claims,  legal  actions and
complaints arising in the ordinary course of business. The Company believes such
matters are either  without  merit,  or involve such  amounts  that  unfavorable
disposition would not have a material adverse effect on the Company's  financial
position and results of operations.


                                      -13-
<PAGE>

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

     None.










                                      -14-
<PAGE>

                                     Part II
                                     -------

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
        ---------------------------------------------------------------------

     E-Z-EM,  Inc.  Class A and Class B Common  Stock is traded on the  American
Stock Exchange ("AMEX") under the symbols "EZM.A" and "EZM.B", respectively. The
following  table sets forth,  for the periods  indicated,  the high and low sale
prices for the Class A and Class B Common Stock as reported by the AMEX.

<TABLE>
<CAPTION>
                                                        Class A                  Class B
                                                 --------------------    ---------------------
                                                    High        Low         High         Low
                                                 ---------   --------    ---------    --------
<S>                                              <C>          <C>          <C>          <C>
          Fifty-three weeks ended June 3, 2000
          ------------------------------------

          First Quarter ....................     $  6.13      $5.19        $ 6.25      $4.88
          Second Quarter ...................        5.75       4.13          5.50       4.38
          Third Quarter ....................       10.63       5.75         10.88       5.50
          Fourth Quarter ...................       10.13       6.63         10.00       6.50

          Fifty-two weeks ended May 29, 1999
          ----------------------------------

          First Quarter ....................     $  7.63      $5.88         $7.50      $5.38
          Second Quarter ...................        7.13       5.88          6.13       5.50
          Third Quarter ....................        7.00       5.88          6.50       4.38
          Fourth Quarter ...................        7.00       4.88          6.00       4.38
</TABLE>

     As of August 4, 2000 there were 204 and 342 record holders of the Company's
Class A and Class B Common Stock, respectively.

     During fiscal 1998,  the Company  declared a 3% stock  dividend  payable in
non-voting Class B Common Stock. During fiscal 1999 and 2000, no stock dividends
were  declared.  The Company  will  continue to evaluate  its  dividend  policy,
including the payment of any cash  dividends,  on an ongoing  basis.  Any future
dividends  are  subject  to the Board of  Directors'  review of  operations  and
financial and other conditions then prevailing.

     On September 1, 1999, the Company issued 10,000 shares of non-voting  Class
B Common Stock to Paul S. Echenberg, a director of the Company, in consideration
for consulting services rendered.  On November 1, 1999, the Company issued 1,000
shares of non-voting Class B Common Stock to each of the following  directors of
the  Company in  consideration  for  services  rendered  as  directors:  Paul S.
Echenberg,  James L. Katz,  Donald A. Meyer and Robert M. Topol. All such shares
were issued  pursuant to Section 4(2) of the  Securities  Act of 1933. The basis
upon which the  exemption is claimed is that the issued shares were made only to
directors of the Company.


                                      -15-
<PAGE>

Item 6. Selected Financial Data
        -----------------------

<TABLE>
<CAPTION>
                                                    Fifty-three                           Fifty-two weeks ended
                                                    weeks ended       --------------------------------------------------------------
                                                       June 3,          May 29,         May 30,           May 31,            June 1,
                                                        2000             1999            1998#             1997               1996
                                                     ---------        ---------        ---------         ---------         ---------
                                                                          (in thousands, except per share data)
<S>                                                   <C>              <C>              <C>                <C>               <C>
Income statement data:

  Net sales .................................         $112,093         $107,179         $102,884           $97,324           $91,932
  Gross profit ..............................           50,465           45,157           37,433            36,570            36,414
  Operating profit (loss) ...................            8,599            7,242           (5,351)           (4,911)              957
  Earnings (loss) from
    continuing operations
    before income taxes .....................            9,234            6,671           (5,534)           (4,530)            1,940
  Earnings (loss) from
    continuing operations ...................            5,965            4,797           (5,967)           (3,208)            1,697
  Net earnings (loss) .......................            5,965            4,797           (5,967)           (3,208)           21,008
  Earnings (loss) from
    continuing operations
    per common share
      Basic (1) .............................              .60              .48             (.60)             (.33)              .17
      Diluted (1) ...........................              .58              .47             (.60)             (.33)              .17
  Earnings (loss) per
    common share
      Basic (1) .............................              .60              .48             (.60)             (.33)             2.16
      Diluted (1) ...........................              .58              .47             (.60)             (.33)             2.04
  Weighted average common
    shares
      Basic (1) .............................           10,013           10,077            9,952             9,871             9,712
      Diluted (1) ...........................           10,314           10,314            9,952             9,871            10,315

<CAPTION>
                                                       June 3,          May 29,         May 30,           May 31,            June 1,
                                                        2000             1999            1998              1997               1996
                                                     ---------        ---------        ---------         ---------         ---------
                                                                                    (in thousands)
<S>                                                    <C>              <C>              <C>               <C>               <C>
Balance sheet data:
  Working capital ...........................          $51,434          $48,430          $41,597           $43,115           $53,508
  Cash, certificates of
    deposit and short-
    term debt and equity
    securities ..............................           13,634           13,289            8,129            15,475            23,610
  Total assets ..............................           99,085           96,059           90,706           100,720            96,037
  Long-term debt, less
    current maturities ......................              453              477              606               842               680
  Stockholders' equity ......................           80,034           75,291           71,223            77,244            80,603
</TABLE>

#    Includes the  impairment  charge of  $4,121,000  described in Note C to the
     Consolidated Financial Statements included herein.

(1)  Retroactively  restated to reflect  the total  shares  issued  after the 3%
     stock dividend described in Note M to the Consolidated Financial Statements
     included herein.


                                      -16-
<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        -----------------------------------------------------------------------
        of Operations
        -------------

     The Company's fiscal year ended June 3, 2000 represents  fifty-three  weeks
and the fiscal  years ended May 29, 1999 and May 30,  1998  represent  fifty-two
weeks.

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

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

     The Company  operates in two  industry  segments:  Diagnostic  products and
AngioDynamics  products.  The Diagnostic  products operating segment encompasses
both contrast  systems,  consisting of barium sulfate  formulations  and related
medical  devices  used  in  X-ray,  CT-scanning,   ultrasound  and  MRI  imaging
examinations,  and non-contrast systems, including radiological medical devices,
custom contract  pharmaceuticals,  gastrointestinal  cleansing laxatives,  X-ray
protection equipment,  and immunoassay tests. Contrast systems, which constitute
the Company's core business and the majority of the Diagnostic products segment,
accounted  for 58% of net sales in 2000,  as  compared to 56% in 1999 and 57% in
1998.  Non-contrast  system  sales  accounted  for 24% of net sales in 2000,  as
compared to 25% in 1999 and 24% in 1998. The  AngioDynamics  products  operating
segment,  which includes angiographic products,  thrombolytic  products,  image-
guided vascular access  products,  angioplasty  products,  stents,  and drainage
products used in the interventional radiology marketplace,  accounted for 18% of
net sales in 2000, as compared to 19% in both 1999 and 1998.

<TABLE>
<CAPTION>
                                             Diagnostic       AngioDynamics         Eliminations          Total
                                             ----------       -------------         ------------          -----
                                                                        (in thousands)
<S>                                            <C>                <C>                 <C>                <C>
Fifty-three weeks ended June 3, 2000
------------------------------------

  Unaffiliated customer sales                  $92,132            $19,961                 -              $112,093
  Intersegment sales                                 2              1,063             ($1,065)                -
  Gross profit                                  40,519              9,895                  51              50,465
  Operating profit (loss)                        9,285               (739)                 53               8,599

Fifty-two weeks ended May 29, 1999
----------------------------------

  Unaffiliated customer sales                  $86,920            $20,259                 -              $107,179
  Intersegment sales                                36                503               ($539)                -
  Gross profit (loss)                           36,154              9,028                 (25)             45,157
  Operating profit (loss)                        8,237               (990)                 (5)              7,242

Fifty-two weeks ended May 30, 1998
----------------------------------

  Unaffiliated customer sales                  $83,475            $19,409                 -              $102,884
  Intersegment sales                                91                483               ($574)                -
  Gross profit (loss)                           30,220              7,263                 (50)             37,433
  Operating profit (loss)                        1,988             (7,317)                (22)             (5,351)
</TABLE>

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

     Diagnostic segment operating results for 2000 improved by $1,048,000 due to
increased  sales and  improved  gross  profit,  partially  offset  by  increased
operating  expenses.  Net  sales  increased  6%,  or  $5,212,000,  due to  price
increases and increased demand for contrast systems.  Price increases  accounted
for  approximately  4% of  net  sales  in  2000.  Gross  profit  expressed  as a
percentage of net sales improved to 44% during 2000,  versus 42% during 1999 due
primarily to sales price increases.  Increased  operating expenses of $3,317,000
can be attributed to increased S&A expenses, resulting, in part, from investment
in new product introductions and selling and marketing initiatives.


                                      -17-
<PAGE>

     Diagnostic segment operating results for 1999 improved by $6,249,000 due to
increased sales, improved gross profit and reduced operating expenses. Net sales
increased 4%, or $3,445,000,  due to increased  demand for both contrast systems
and  non-contrast  systems.  Price  increases  had little effect on net sales in
1999. Gross profit expressed as a percentage of net sales improved to 42% during
1999, versus 36% during 1998 due primarily to reduced unabsorbed overhead costs.
Decreased  operating  expenses of  $315,000  can be  attributed  to a decline in
research and development ("R&D")  expenditures of $651,000,  partially offset by
an increase in selling and administrative  expenses of $336,000.  The decline in
R&D expenses resulted primarily from decreases in corporate projects of $341,000
and  expenses  associated  with  product  validations  and  clinical  trials  of
$273,000.

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

     AngioDynamics  segment  operating results for 2000 improved by $251,000 due
to improved gross profit,  partially offset by increased operating expenses. Net
sales decreased 1%, or $298,000, due primarily to reduced international sales of
$1,199,000,  partially  offset by  increased  domestic  sales of  $901,000.  The
international sales decline resulted,  in large part, from the continued decline
in stent sales. The domestic sales improvement resulted from the introduction of
several  new  products,   namely   Abscession(TM)   fluid  drainage   catheters,
VistaFlex(TM)  platinum biliary stents, and Workhorse(TM) PTA balloon catheters,
in the second  quarter of 2000.  Gross profit  expressed as a percentage  of net
sales  improved to 47% during 2000, as compared to 43% during 1999 due primarily
to decreased  provision for inventory reserves of $727,000.  Increased operating
expenses of $616,000 was  primarily  due to an  expansion of the domestic  sales
force.

     AngioDynamics segment operating results for 1999 improved by $6,327,000, of
which $4,121,000  resulted from the recording of an impairment charge (described
in Note C to the  Consolidated  Financial  Statements  included herein) in 1998.
Excluding the effect of the impairment charge,  AngioDynamics  operating results
improved by $2,206,000 due to increased sales, improved gross profit and reduced
operating  expenses of $441,000.  Net sales  increased  4%, or $850,000,  due to
domestic  market  penetration  of  angiographic  products.  International  sales
declined  17%  as a  result  of  temporarily  suspending  product  shipments  to
distributors  affected by the Brazilian economic crisis, and a continued decline
in sales of the coronary AngioStent(TM).  Gross profit expressed as a percentage
of net sales  improved to 43% during 1999,  as compared to 37% during 1998,  due
primarily to increased  manufacturing  efficiencies at the Queensbury,  New York
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 1998.

     Certain  financial  information,  including  net  sales,  depreciation  and
amortization,  net earnings (loss), assets and capital expenditures attributable
to each operating segment are set forth in Note O to the Consolidated  Financial
Statements included herein.

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

     The  Company  reported  net  earnings of  $5,965,000,  or $.60 and $.58 per
common share on a basic and diluted basis,  respectively,  for 2000, as compared
to net earnings of $4,797,000,  or $.48 and $.47 per common share on a basic and
diluted basis,  respectively,  for 1999, and a net loss of $5,967,000, or ($.60)
per  common  share on a basic and  diluted  basis,  for 1998.  Results  for 1998
included the AngioDynamics impairment charge, with no associated tax benefit, of
$4,121,000, or $.41 per common share. The fact that the Company did not record a
tax benefit for financial  reporting  purposes,  associated  with the impairment
charge, does not affect its ability to record the deduction for tax purposes.


                                      -18-
<PAGE>

     Results for 2000 were favorably affected by increased  Diagnostic sales and
improved gross profit in both operating segments,  partially offset by increased
operating expenses in both operating segments.

     Results for 1999 were favorably affected by increased sales, improved gross
profit and decreased operating expenses in both operating segments.

     Net sales  increased  5%,  or  $4,914,000,  to  $112,093,000  in 2000,  and
increased 4%, or  $4,295,000,  to  $107,179,000  in 1999. Net sales in 2000 were
favorably   affected  primarily  by  increased  sales  of  contrast  systems  of
$4,684,000, resulting from price increases and increased demand. Price increases
accounted  for  approximately  3% of net  sales in 2000.  Net sales in 1999 were
favorably  affected by increased sales of contrast  systems of $1,892,000,  non-
contrast  systems of $1,553,000 and  AngioDynamics  products of $850,000.  Price
increases had little effect on net sales in 1999.

     Net sales in international markets, including direct exports from the U.S.,
increased  less than 1%, or $219,000,  to $36,844,000 in 2000 and decreased less
than 1%, or $114,000, to $36,625,000 in 1999. The improvement in 2000 was due to
increased sales of contrast systems of $1,778,000, partially offset by decreased
sales of  AngioDynamics  products  of  $1,199,000  and  non-contrast  systems of
$360,000.  The  decrease  in  sales  of  AngioDynamics  products  was due to the
continued  decline in stent sales. The decline in sales of non-contrast  systems
was attributable to decreased custom contract sales. The 1999 decline was 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,  partially  offset  by the  effects  of  volume  and  price
increases.

     Gross profit  expressed as a  percentage  of net sales was 45% in 2000,  as
compared  to 42% in 1999  and 36% in 1998.  The  improvement  in  gross  profit,
expressed  as a  percentage  of net sales,  in 2000 was due to  increased  gross
profit in the  Diagnostic  segment,  resulting from sales price  increases,  and
increased gross profit in the  AngioDynamics  segment,  resulting from decreased
provision for inventory  reserves of $727,000.  The improvement in gross profit,
expressed  as a  percentage  of net sales,  in 1999 was due to  increased  gross
profit in both operating segments.  The improved Diagnostic gross profit was due
primarily to reduced unabsorbed overhead costs. The improved AngioDynamics gross
profit  was  due  primarily  to  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 1998.

     Selling and  administrative  ("S&A")  expenses  were  $36,986,000  in 2000,
$33,068,000 in 1999 and $33,001,000 in 1998. The increase in 2000 versus 1999 of
$3,918,000,  or 12%, was due to increased Diagnostic S&A expenses of $3,319,000,
resulting, in part, from investment in new product introductions and selling and
marketing  initiatives,  and increased  AngioDynamics  S&A expenses of $599,000,
resulting  from  an  expansion  of its  domestic  sales  force.  There  were  no
materially  significant factors affecting the comparison of S&A expenses in 1999
versus 1998.

     R&D  expenditures  in  2000  totaled  $4,880,000,  or 4% of net  sales,  as
compared to $4,847,000, or 5% of net sales, in 1999 and $5,662,000, or 6% of net
sales,  in 1998.  There were no  materially  significant  factors  affecting the
comparison of R&D  expenditures  in 2000 versus 1999. The decline in 1999 versus
1998 of  $815,000  was due  primarily  to  decreases  in  corporate  projects of
$341,000,  expenses  associated with Diagnostic product validations and clinical
trials  of  $273,000,  and  AngioDynamics  projects  of  $164,000.  Of  the  R&D
expenditures  in 2000,  approximately  46% relate to  contrast  systems,  34% to
AngioDynamics projects, 12% to general regulatory costs, 4% to immunological


                                      -19-
<PAGE>

projects, and 4% to other projects. R&D expenditures are expected to continue at
or exceed current levels and significant  revenues resulting from future product
commercialization  are not anticipated  during the next fiscal year. In addition
to its in-house  technical  staff, the Company is presently  sponsoring  various
independent R&D projects and is committed to continued  expansion of its product
lines through R&D.

     Other income,  net of other expenses,  totaled  $635,000 of income in 2000,
compared  to $571,000  of expense in 1999 and  $183,000 of expense in 1998.  The
improvement  in 2000  versus 1999 was  primarily  due to the  write-down  of the
Company's investment in ITI Medical Technologies,  Inc. ("ITI") of $1,121,000 in
1999. The increase in other expense in 1999 versus 1998 was primarily due to the
recording  of an  impairment  charge  of  $896,000  relating  to  the  Company's
investment in ITI,  partially offset by improved foreign currency exchange gains
and losses of  $259,000  and  decreased  interest  expense,  resulting  from the
repayment of AngioDynamics debt in 1998.

     Note H to the Consolidated Financial Statements included herein details the
major  elements  affecting  income taxes for 2000,  1999 and 1998. In 2000,  the
Company's effective tax rate of 35% differed from the Federal statutory tax rate
of 34% due  primarily to losses  incurred in a foreign  jurisdiction  subject to
lower tax rates and to the fact that the  Company  did not  provide  for the tax
benefit on losses  incurred in certain foreign  jurisdictions,  since it is more
likely than not that such  benefits  will not be realized,  partially  offset by
earnings of the Puerto Rican subsidiary, which are subject to favorable U.S. tax
treatment.  In 1999,  the Company's  effective tax rate of 28% differed from the
Federal  statutory  tax rate of 34% due  primarily  to the fact that the Company
reversed a portion of its  valuation  allowance  against  certain  domestic  tax
benefits  since,  at that time,  it was more likely than not that such  benefits
would  be  realized.  The  utilization  of  previously  unrecorded  carryforward
benefits  and  earnings  of the Puerto  Rican  subsidiary,  which are subject to
favorable U.S. tax treatment,  also favorably  affected the Company's  effective
tax rate in 1999,  but were  offset by the fact that the Company did not provide
for the tax benefit on losses incurred in certain foreign jurisdictions,  since,
at that  time,  it was more  likely  than not that  such  benefits  would not be
realized.  In 1998,  the Company  reported an income tax  provision  of $433,000
against  losses before income taxes of $5,534,000 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.

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

     During 2000, capital expenditures,  the purchase of treasury stock and debt
repayments  were funded by cash  provided by  operations.  During 1999,  capital
expenditures  and debt  repayments  were funded by cash provided by  operations.
During 1998, debt repayments,  capital  expenditures and investment in affiliate
were funded  primarily by cash reserves.  The Company's  policy has been to fund
capital requirements  without incurring  significant debt. At June 3, 2000, debt
(notes  payable,  current  maturities of long-term debt and long-term  debt) was
$1,636,000 as compared to $2,503,000 at May 29, 1999.  The Company has available
$3,354,000  under two bank lines of credit of which no amounts were  outstanding
at June 3, 2000.

     At June 3,  2000,  approximately  63% of the  Company's  assets  consist of
inventories,  accounts  receivable,  short-term debt and equity securities,  and
cash and cash  equivalents.  The  current  ratio is 4.25 to 1, with net  working
capital of  $51,434,000,  at June 3, 2000,  as compared to the current  ratio of
3.71 to 1, with net working capital of $48,430,000, at May 29, 1999.


                                      -20-
<PAGE>

     Net capital  expenditures,  primarily  for machinery  and  equipment,  were
$3,206,000 in 2000, as compared to $2,207,000 in 1999 and $1,897,000 in 1998. Of
the 2000  expenditures,  approximately  $703,000 relates to the upgrading of the
Company's  information systems at its Canadian subsidiary.  No material increase
in the aggregate  level of capital  expenditures is currently  contemplated  for
2001.

     In January 1999, the Board of Directors  authorized the repurchase of up to
500,000  shares of the Company's  Class B Common Stock at an aggregate  purchase
price of up to  $2,000,000.  In October 1999,  the Board modified the program to
include the Company's  Class A Common Stock. In February 2000, the Board further
modified the program to increase  the  aggregate  purchase  price of Class A and
Class B Common  Stock  by an  additional  $2,000,000.  As of June 3,  2000,  the
Company had repurchased 38,145 shares of Class A Common Stock and 313,748 shares
of Class B Common Stock for approximately $2,503,000.

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

     This Form 10-K  contains  certain  forward-looking  statements  within  the
meaning  of  Section  27A of  the  Securities  Act  of  1933,  as  amended  (the
"Securities  Act"),  and Section 21E of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  which are  intended  to be covered by the safe
harbors  created  thereby.  Words such as "expects,"  "intends,"  "anticipates,"
"plans,"  "believes,"  "seeks,"  "estimates,"  or  variations  of such words and
similar  expressions are intended to identify such  forward-looking  statements.
Investors are cautioned that all  forward-looking  statements  involve risks and
uncertainty, including without limitation, the ability of the Company to develop
its products,  future actions by the FDA,  results of pending or future clinical
trials, 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-K 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.

     Effects of Recently Issued Accounting Pronouncements
     ----------------------------------------------------

     In September 1998, the Financial Accounting Standards Board issued SFAS No.
133,  "Accounting  for Derivative  Instruments  and Hedging  Activities,"  which
requires entities to recognize all derivatives in their financial  statements as
either assets or liabilities measured at fair value. SFAS No. 133 also specifies
new methods of accounting  for hedging  transactions,  prescribes  the items and
transactions  that may be hedged and  specifies  detailed  criteria to be met to
qualify  for hedge  accounting.  SFAS No.  133,  as amended by SFAS No.  137, is
effective  for fiscal years  beginning  after  September  15, 2000.  The Company
currently does not use derivative instruments as defined by SFAS No. 133. If the
Company continues not to use these derivative  instruments by the effective date
of SFAS No. 133, the adoption of this  pronouncement  will have no effect on the
Company's results of operations or financial position.


Item 7A. Quantitative and Qualitative Disclosures About Market Risk
         ----------------------------------------------------------

     The  Company  is exposed to market  risk from  changes in foreign  currency
exchange rates and, to a much lesser extent,  interest rates on investments  and
financing,  which could impact results of operations and financial position. The
Company does not  currently  engage in hedging or other  market risk  management
tools.  There  have  been no  material  changes  with  respect  to  market  risk
previously disclosed in the 1999 Annual Report on Form 10-K.


                                      -21-
<PAGE>

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

     The Company's  international  subsidiaries  are  denominated  in currencies
other than the U.S.  dollar.  Since the  functional  currency  of the  Company's
international  subsidiaries is the local currency,  foreign currency translation
adjustments  are accumulated as a component of accumulated  other  comprehensive
income (loss) in stockholders' equity.  Assuming a hypothetical aggregate change
in the foreign  currencies  versus the U.S. dollar exchange rates of 10% at June
3, 2000,  the Company's  assets and  liabilities  would  increase or decrease by
$2,318,000  and  $604,000,  respectively,  and the  Company's  net sales and net
earnings would increase or decrease by $2,347,000 and $56,000,  respectively, on
an annual basis.

     The Company also maintains  intercompany balances and loans receivable with
subsidiaries  with  different  local  currencies.  These  amounts are at risk of
foreign  exchange  losses if exchange rates  fluctuate.  Assuming a hypothetical
aggregate change in the foreign currencies versus the U.S. dollar exchange rates
of 10% at June 3, 2000,  results of operations would be favorably or unfavorably
impacted by approximately $982,000 on an annual basis.

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

     The Company is exposed to interest  rate change market risk with respect to
its  investments in tax-free  municipal  bonds in the amount of $7,980,000.  The
bonds bear  interest at a floating rate  established  weekly.  During 2000,  the
after-tax  interest rate on the bonds  approximated  3.9%.  Each 100 basis point
(1%) fluctuation in interest rates will increase or decrease  interest income on
the bonds by approximately $80,000 on an annual basis.

     As  the  Company's  principal  amount  of  fixed  interest  rate  financing
approximated  $1,636,000  at June 3, 2000, a change in interest  rates would not
materially impact results of operations or financial position.  At June 3, 2000,
the Company did not maintain any variable interest rate financing.


Item 8. Financial Statements and Supplementary Data
        -------------------------------------------

     Financial statements and supplementary data required by Part II, Item 8 are
included in Part IV of this form as indexed at Item 14 (a) 1.


Item 9. Changes in and Disagreements with Accountants on Accounting and
        ---------------------------------------------------------------
        Financial Disclosure
        --------------------

     None.


                                      -22-
<PAGE>

                                    Part III
                                    --------

     Certain information required by Part III is omitted from this Annual Report
on Form 10-K because the Company will file a definitive  proxy statement  within
120 days after the end of its fiscal year pursuant to Regulation 14A (the "Proxy
Statement")  for its Annual  Meeting of  Stockholders,  currently  scheduled for
October 24, 2000.  The  information  included in the Proxy  Statement  under the
respective headings noted below is incorporated herein by reference.


Item 10. Directors and Executive Officers of the Registrant
         --------------------------------------------------

     The  following  table sets forth  certain  information  with respect to the
Company's officers and directors.

           Name                Age                 Positions
           ----                ---                 ---------

Howard S. Stern (1)......      69       Chairman of the Board, Director
Anthony A. Lombardo......      53       President, Chief Executive Officer,
                                          Director
Dennis J. Curtin.........      53       Senior Vice President - Chief Financial
                                          Officer
Joseph J. Palma..........      58       Senior Vice President - Sales and
                                          Marketing
Arthur L. Zimmet.........      64       Senior Vice President - Special Projects
Sandra D. Baron..........      48       Vice President - Human Resources
Craig A. Burk............      47       Vice President - Manufacturing
Joseph A. Cacchioli......      44       Vice President - Controller
Agustin V. Gago..........      41       Vice President - International
Eamonn P. Hobbs..........      47       Vice President - AngioDynamics Division
Archie B. Williams.......      49       Vice President - Imaging Products
                                          Management
Terry S. Zisowitz........      53       Vice President - Legal and Regulatory
                                          Affairs
Michael A. Davis, M.D....      59       Medical Director/Technical Director,
                                          Director
Paul S. Echenberg (1)....      56       Chairman of the Board of E-Z-EM Canada,
                                          Director
James L. Katz CPA, JD....      64       Director
  (1)(2)(4)(5)
Donald A. Meyer (3)(4)...      66       Director
David P. Meyers..........      36       Director
Robert M. Topol (1)(2)...      75       Director
  (3)(5)

---------------------

(1) Member of Executive Committee
(2) Member of Audit Committee
(3) Member of Nominating Committee
(4) Member of Compensation Committee
(5) Member of Finance Committee

     Directors are elected for a three year term and each holds office until his
successor is elected and qualified.  Officers are elected  annually and serve at
the pleasure of the Board of Directors.

     Mr. Stern is a co-founder  of the Company and has served as Chairman of the
Board and Director of the Company  since its  formation  in 1962.  Mr. Stern has
also served as President and Chief Executive Officer of the Company from 1997 to
April 2000. From 1990 to 1994, Mr. Stern served as Chief Executive Officer, and


                                      -23-
<PAGE>

from the  formation of the Company  until 1990, he served as President and Chief
Executive  Officer.  Mr.  Stern is also a director of ITI Medical  Technologies,
Inc. The Company has an investment in ITI Medical Technologies, Inc.

     Mr. Lombardo has served as President,  Chief Executive Officer and Director
of the  Company  since April 2000.  Prior to joining the  Company,  he served as
President of ALI Imaging Systems, Inc. (radiology  information  management) from
1998 to April 2000.  From 1996 to 1998, Mr. Lombardo served as Global Manager of
the Integrated  Imaging Systems  business of General  Electric  Medical Systems.
From  1994  to  1996,  he  served  as  President  of  the  Medical  business  of
Loral/Lockhead Martin Corp.

     Mr. Curtin has served as Senior Vice  President - Chief  Financial  Officer
since October 1999,  and previously  served as Vice President - Chief  Financial
Officer  from 1985 to  October  1999.  Mr.  Curtin has been an  employee  of the
Company since 1983.

     Mr. Palma has served as Senior Vice  President - Sales and Marketing  since
October 1999, and previously served as Vice President - Sales and Marketing from
1996 to October 1999,  and Vice  President - Sales from 1995 to 1996.  Mr. Palma
has been an employee of the Company since 1994.

     Mr.  Zimmet has served as Senior Vice  President - Special  Projects  since
1988, and has been an employee of the Company since 1982.

     Ms. Baron has served as Vice  President - Human  Resources  since 1995, and
has been an employee of the Company since 1985.

     Mr. Burk has served as Vice President - Manufacturing since 1987.

     Mr. Cacchioli has served as Vice President - Controller since 1988, and has
been an employee of the Company since 1984.

     Mr. Gago has served as Vice President -  International  since 1997, and has
been an employee of the Company since 1979.

     Mr. Hobbs has served as Vice President - AngioDynamics Division since 1991,
and has been an employee of the Company since 1988.

     Mr.  Williams has served as Vice  President - Imaging  Products  Management
since 1993, and has been an employee of the Company since 1980.

     Ms.  Zisowitz has served as Vice President - Legal and  Regulatory  Affairs
since 1995, and previously served as Vice President - Legal Affairs from 1990 to
1995. Ms. Zisowitz has been an employee of the Company since 1989.

     Dr. Davis has served as Medical Director/Technical Director and Director of
the Company since 1997, and previously  served as Medical  Director and Director
of the Company from 1995 to 1996, and as Medical  Director from 1994 to 1995. He
has been  Professor  of  Radiology  and  Nuclear  Medicine  and  Director of the
Division of Radiologic  Research,  University of  Massachusetts  Medical  Center
since 1980.  Previously,  he served as the President and Chief Executive Officer
of Amerimmune Pharmaceuticals, Inc. and its wholly-owned subsidiary, Amerimmune,
Inc.,  from February  1999 to November  1999. He is also a director of MacroChem
Corp. and Amerimmune Pharmaceuticals, Inc.

     Mr.  Echenberg has been a director of the Company since 1987 and has served
as Chairman of the Board of E-Z-EM Canada since 1994. He is the President, Chief
Executive Officer and Director of Schroders & Associates Canada Inc. (investment
buy-out advisory  services) and Director of Schroders  Ventures Ltd. since 1997.
He is also a founder and has been a general partner and director of Eckvest


                                      -24-
<PAGE>

Equity Inc. (personal investment and consulting services) since 1989. He is also
a director of Lallemand  Inc.,  Cedara  Software  Corp.,  Benvest  Capital Inc.,
Colliers  MacAuley   Nicholl,   Huntington  Mills  (Canada)  Ltd.,  ITI  Medical
Technologies,  Inc.,  Flexia Corp.,  Fib-Pak  Industries Inc.,  Shirmax Fashions
Ltd.,  Med-King  Systems Inc. and MacroChem Corp. The Company has investments in
Cedara Software Corp. and ITI Medical Technologies, Inc.

     Mr. Katz has been a director of the Company  since 1983. He is a founder of
Lakeshore  Medical  Fitness,   LLC  (fitness  and  diagnostic   facilities  with
hospitals),  and has served as its Chief  Executive  Officer  since  April 2000.
Previously, he had been a founder and managing director from its organization in
1995 until May 2000 of  Chapman  Partners  LLC  (investment  banking).  From its
acquisition  in 1985  until  its sale in 1994,  he had  been  the  co-owner  and
President of Ever Ready Thermometer Co., Inc. From 1971 until 1980 and from 1983
until 1985, he held various  executive  positions with Baxter  International and
subsidiaries  of  Baxter  International,  principally  that of  Chief  Financial
Officer  of Baxter  International.  He is also a  director  of Intec,  Inc.  and
Lakeshore Management Group, LLC, as well as a member of the Board of Advisors of
Jerusalem Global and The Patterson Group.

     Mr. Meyer has been a director of the Company since 1968. Since 1995, he has
served  as an  independent  consultant  in legal  matters  to arts and  business
organizations,  specializing in technical assistance.  He had been the Executive
Director of the  Western  States Arts  Federation,  Santa Fe, New Mexico,  which
provides and  develops  regional  arts  programs,  from 1990 to 1995.  From 1958
through 1990, he was an attorney practicing in New Orleans, Louisiana.

     Mr. Meyers has been a director of the Company since 1996. He is the founder
of MedTest Express, Inc., an Atlanta,  Georgia provider of contracted laboratory
services  for home  health  agencies,  and has  served as its  President,  Chief
Executive Officer and Director since 1994.

     Mr.  Topol has been a director  of the  Company  since  1982.  Prior to his
retirement  in 1994, he served as an Executive  Vice  President of Smith Barney,
Inc.  (financial  services).  He is also a  director  of First  American  Health
Concepts,  Fund for the Aging, City Meals on Wheels, American Health Foundation,
State University of New York - Purchase and Redstone Resources Inc.


                                      -25-
<PAGE>

Item 11. Executive Compensation
         ----------------------

Summary Compensation Table

     The following table sets forth information  concerning the compensation for
services,  in all capacities for 2000, 1999 and 1998, of those persons who were,
during 2000,  Chief  Executive  Officer  ("CEO") (Howard S. Stern and Anthony A.
Lombardo),  those  persons who were,  at the end of 2000,  each of the four most
highly compensated executive officers of the Company other than the CEO, and the
President of E-Z-EM Canada, who would otherwise be included in this table had he
been an executive  officer of the Company  (collectively,  the "Named  Executive
Officers"):

<TABLE>
<CAPTION>
                                       Annual Compensation             Long Term Compensation
                                   --------------------------   -------------------------------------
                                                                           Awards             Payouts
                                                                ----------------------------  -------
                                                      Other
                                                      Annual    Restricted                             All Other
    Name and                                        Compensa-     Stock         Options        LTIP    Compensa-
    Principal              Fiscal  Salary    Bonus   tion (1)     Awards    ----------------  Payouts   tion (4)
    Position                Year     ($)      ($)      ($)         ($)       # (2)     # (3)    ($)       ($)
    ---------              ------  ------    -----  ---------   ----------  -------   ------  -------  ---------
<S>                         <C>   <C>       <C>        <C>        <C>       <C>       <C>       <C>     <C>
Howard S. Stern,........    2000  $261,458  $89,105    None       None        None    .2273     None    $ 6,975
Chairman of the Board,      1999   250,000   83,250    None       None        None    .2273     None     15,404
and former President and    1998   250,000   61,874    None       None        None    .2273     None     19,609
Chief Executive Officer

Anthony A. Lombardo,....    2000  $ 41,667    None     None       None      300,000    None     None      None
President and Chief
Executive Officer
(effective April 2000)

Arthur L. Zimmet,.......    2000  $172,563  $58,809    None       None        None     None     None    $ 6,838
Senior Vice President       1999   165,000   54,945    None       None        None     None     None      9,264
                            1998   155,000   40,283    None       None        None     None     None      8,069

Joseph J. Palma,........    2000  $159,792  $54,457    None       None       10,000    None     None    $ 7,830
Senior Vice President       1999   150,000   49,950    None       None        None     None     None      9,150
                            1998   135,000   33,247    None       None        None     None     None      6,052

Dennis J. Curtin,.......    2000  $167,333  $42,308    None       None        None     None     None    $ 7,107
Senior Vice President       1999   160,000   39,996    None       None        None     None     None      8,956
                            1998   146,667   38,861    None       None        None     None     None      7,637

Eamonn P. Hobbs,........    2000  $209,166    None     None       None        None    .2273     None    $ 8,208
Vice President              1999   200,000  $17,481    None       None        None    .2273     None      8,083
                            1998   195,000   21,923    None       None        None    .2273     None      7,630

Pierre A. Ouimet,.......    2000  $223,844  $45,344    None       None        None     None     None    $ 6,554
President of E-Z-EM         1999   181,441   47,963    None       None       10,000    None     None      6,395
Canada                      1998   129,223   46,407    None       None        None     None     None      6,167
</TABLE>

-----------

(1)  The Company has concluded  that the  aggregate  amount of  perquisites  and
     other personal  benefits paid to each of the Named  Executive  Officers for
     2000,  1999 and 1998 did not  exceed  the  lesser of 10% of such  officer's
     total  annual  salary  and bonus for 2000,  1999 or 1998 or  $50,000;  such
     amounts are, therefore, not reflected in the table.

(2)  Options are exercisable in Class B Common Stock of the Company.

(3)  Options are exercisable in Class B Common Stock of  AngioDynamics,  Inc., a
     wholly-owned subsidiary of the Company.

(4)  For 2000, 1999 and 1998, includes for each of the Named Executive Officers,
     except  Mr.  Ouimet,  the  amounts  contributed  by the  Company  under the
     Profit-Sharing  Plan and, as matching  contributions,  under the  companion
     401(k) Plan.  For Mr.  Ouimet,  represents  amounts  contributed  by E-Z-EM
     Canada under a defined  contribution plan. For 1999 and 1998, also includes
     for Howard S. Stern fees of $6,000 and $12,000,  respectively,  relating to
     attendance at AngioDynamics directors' meetings.


                                      -26-
<PAGE>

Option/SAR Grants Table

     The following table sets forth certain information  concerning stock option
grants made during 2000 to the Named Executive  Officers.  These grants are also
reflected in the Summary  Compensation  Table. In accordance with SEC disclosure
rules,  the  hypothetical  gains or "option  spreads"  for each option grant are
shown based on compound  annual rates of stock price  appreciation of 5% and 10%
from the grant date to the  expiration  date.  The  assumed  rates of growth are
prescribed  by the SEC and are for  illustrative  purposes  only;  they  are not
intended  to  predict  future  stock  prices,  which  will  depend  upon  market
conditions and the Company's future  performance.  The Company did not grant any
stock appreciation rights during 2000.

<TABLE>
<CAPTION>
                                                                                Potential Realizable Value at
                                                                                Assumed Annual Rates of Stock
                              Individual Grants                              Price Appreciation for Option Term
------------------------------------------------------------------------   --------------------------------------
                          Number of   % of Total
                         Securities    Options                                     5%                  10%
                         Underlying   Granted to   Exercise                ------------------   -----------------
                           Options   Employees in  or Base                 Stock    Potential   Stock   Potential
                           Granted   Fiscal Year    Price     Expiration   Price      Value     Price     Value
      Name                   (#)        2000        ($/Sh)       Date      ($/Sh)       $       ($/Sh)      $
      ----               ----------  -----------   --------   ----------   ------   ---------   ------  ---------
<S>                      <C>          <C>          <C>          <C>        <C>     <C>         <C>      <C>
Howard S. Stern.......     .2273 (1)   3.2% (2)    $40,000(3)   6/02/10    $65,156     $5,717  $103,750    $14,489

Anthony A. Lombardo...   300,000 (4)  63.5% (5)      $8.50(6)   4/02/10     $13.85 $1,603,681    $22.05 $4,064,043

Arthur L. Zimmet......      None

Joseph J. Palma.......    10,000 (4)   2.1% (5)      $5.63(6)   7/28/09      $9.16    $35,375    $14.59    $89,648

Dennis J. Curtin......      None

Eamonn P. Hobbs.......     .2273 (1)   3.2% (2)    $40,000(3)   6/02/10    $65,156     $5,717  $103,750    $14,489

Pierre A. Ouimet......      None
</TABLE>
-----------

(1)  Options are exercisable in Class B Common Stock of  AngioDynamics,  Inc., a
     wholly-owned  subsidiary of the Company.  Options are  exercisable  20% per
     year over five years from the date of grant,  provided  a  threshold  event
     occurs or 100% on the ninth anniversary of the grant, if no threshold event
     occurs.  A threshold  event is the  earlier of (i)  fourteen  months  after
     either  an  initial  public  offering  ("IPO")  or  the  spin  off  of  all
     AngioDynamics stock to the Company's shareholders, or (ii) two months after
     the occurrence of both an IPO and the spin off of all  AngioDynamics  stock
     to the Company's shareholders.

(2)  Represents the percentage of total options granted to employees during 2000
     and exercisable in Class B Common Stock of AngioDynamics, Inc.

(3)  The options  granted  during 2000 have an exercise  price not less than the
     fair market value of the Class B Common Stock of AngioDynamics, Inc. on the
     date of  grant,  and  expire  in ten  years.  A total of  136.36  shares of
     AngioDynamics Class B Common Stock may be issued under this plan.

(4)  Options are  exercisable  in Class B Common Stock of the  Company.  Options
     granted to Mr.  Lombardo are  exercisable 25% per year over four years from
     the date of grant. Options granted to Mr. Palma are exercisable 33 1/3% per
     year over three years from the date of grant.

(5)  Represents the percentage of total options granted to employees during 2000
     and exercisable in Class B Common Stock of the Company.

(6)  The options  granted  during 2000 have an exercise  price not less than the
     fair market value of the Class B Common Stock of the Company on the date of
     grant, and expire in ten years.


                                      -27-
<PAGE>

Aggregated Option Exercises and Fiscal Year-End Option Value Table

     The following table sets forth certain information concerning all exercises
of stock  options  during 2000 by the Named  Executive  Officers  and the fiscal
year-end value of unexercised stock options on an aggregated basis:

<TABLE>
<CAPTION>
                                                                 Number of
                                                                 Securities              Value of
                                                                 Underlying             Unexercised
                                                                Unexercised             In-the-Money
                                                                 Options at              Options at
                                                                June 3, 2000            June 3, 2000
                                                                    (#)                   ($) (1)
                                                               -------------           -------------

                            Shares             Value           Exercisable/            Exercisable/
                         Acquired on         Realized          Unexercisable           Unexercisable
         Name            Exercise (#)           ($)                 (2)                     (2)
         ----            ------------        ---------         -------------           -------------
<S>                          <C>                <C>               <C>                    <C>
Howard S. Stern....          None               None               78,786/               $179,607/
                                                                    None                    None

Anthony A. Lombardo          None               None                None/                   None/
                                                                  300,000                   None

Arthur L. Zimmet...          None               None               50,884/               $106,498/
                                                                    None                    None

Joseph J. Palma....          None               None               31,307/                $54,232/
                                                                    6,667                  $5,834

Dennis J. Curtin...          None               None               50,556/               $111,867/
                                                                    None                    None

Eamonn P. Hobbs....          None               None               39,595/                $82,120/
                                                                    None                    None

Pierre A. Ouimet...          None               None               34,906                 $66,085/
                                                                    3,334                  $2,917
</TABLE>
--------------------

(1)  Options  are  "in-the-money"  if on June 3, 2000,  the market  price of the
     stock  exceeded the exercise  price of such options.  At June 3, 2000,  the
     closing price of the  Company's  Class A and Class B Common Stock was $6.88
     and  $6.50,  respectively.  The  value of such  options  is  calculated  by
     determining the difference  between the aggregate market price of the stock
     covered by the options on June 3, 2000 and the aggregate  exercise price of
     such options.

(2)  Options granted prior to the Company's recapitalization on October 26, 1992
     are  exercisable  one-half in Class A Common  Stock and one-half in Class B
     Common Stock. Options granted after the recapitalization are exercisable in
     Class B Common Stock.

Compensation of Directors

     On an annual basis,  directors,  who are not employees of the Company,  are
entitled to the following  compensation:  a retainer of $15,000; a fee of $1,000
for each regular board meeting attended; a fee of $250 for each telephonic board
meeting attended;  1,000 shares of the Company's Class B Common Stock; and stock
options for 1,000 shares of Class B Common Stock, which vest one year from date


                                      -28-
<PAGE>

of grant.  Directors,  who serve on  committees  of the  Company and who are not
employees  of the  Company,  are  entitled  to a fee of $500 for each  committee
meeting  attended,  except that the chairman of a committee is entitled to a fee
of $1,000 for each committee meeting attended.

Employment Contracts

     During 1994, the Company entered into an employment contract with Howard S.
Stern in his capacity as Chairman of the Board. This employment  contract is for
a term of eight years at an annual compensation currently of $262,500.

     During 2000, the Company  entered into an employment  contract with Anthony
A.  Lombardo in his  capacity as President  and Chief  Executive  Officer.  This
employment contract provides for annual base salary of $250,000. The contract is
cancellable at any time by either the Company or Mr. Lombardo,  but provides for
severance  pay of one  years  base  salary in the  event of  termination  by the
Company  without cause,  as defined in the contract.  A copy of this  employment
contract has been attached as Exhibit 10(e).

Severance Arrangements

     The  information  required by this caption is  incorporated by reference to
the Company's Proxy Statement under the heading "Severance Arrangements."

Compensation and Stock Option Committee Report on Executive Compensation

     The  information  required by this caption is  incorporated by reference to
the Company's Proxy Statement under the heading  "Compensation  and Stock Option
Committee Report on Executive Compensation."

Common Stock Performance

     The  information  required by this caption is  incorporated by reference to
the Company's Proxy Statement under the heading "Common Stock Performance."


Item 12. Security Ownership of Certain Beneficial Owners and Management
         --------------------------------------------------------------

     The following table sets forth information, as of August 4, 2000, as to the
beneficial ownership of the Company's voting Class A Common Stock by each person
known by the Company to own  beneficially  more than 5% of the Company's  voting
Class A Common Stock:

  Name and Address of                           Shares              Percent of
   Beneficial Owner                       Beneficially Owned          Class
   ----------------                       ------------------          -----

Howard S. Stern,..................            956,412                  23.8
Chairman of the Board,
Director
717 Main Street
Westbury, NY  11590

Betty S. Meyers,..................            820,806                  20.4
401 Emerald Street
New Orleans, LA  70124

David P. Meyers,..................            311,551 (1)               7.8
Director
1220 Pasadena Avenue
Atlanta, GA  30306


                                      -29-
<PAGE>

  Name and Address of                           Shares              Percent of
   Beneficial Owner                       Beneficially Owned          Class
   ----------------                       ------------------          -----

Jonas I. Meyers,..................            311,551 (2)               7.8
904 Oakland Avenue
Ann Arbor, MI  48104

Stuart J. Meyers,.................            311,551 (3)               7.8
434 Bellaire Drive
New Orleans, LA  70124

Dimensional Fund Advisors, Inc.,..            238,575 (4)               5.9
1299 Ocean Avenue
Santa Monica, CA  90401

Wellington Management Company,....            219,258 (4)               5.5
75 State Street
Boston, MA  02109

---------------

(1)  Includes  154,801  shares in which  David P.  Meyers  has only a  remainder
     interest. Betty S. Meyers holds a life estate in such shares.

(2)  Includes  154,801  shares in which  Jonas I.  Meyers  has only a  remainder
     interest. Betty S. Meyers holds a life estate in such shares.

(3)  Includes  154,801  shares in which  Stuart J.  Meyers has only a  remainder
     interest. Betty S. Meyers holds a life estate in such shares.

(4)  Information was derived from a Schedule 13G dated December 31, 1999.

     The following table sets forth information, as of August 4, 2000, as to the
beneficial  ownership of the  Company's  voting Class A and  non-voting  Class B
Common Stock, by (i) each of the Company's directors, (ii) each of the Company's
Named Executive Officers,  and (iii) all directors and executive officers of the
Company as a group:

<TABLE>
<CAPTION>
                                               Class A                           Class B
                                     ---------------------------       ---------------------------
                                        Shares           Percent          Shares           Percent
      Name of                        Beneficially          of          Beneficially          of
  Beneficial Owner                     Owned (1)          Class          Owned (2)          Class
  ----------------                   ------------        -------       ------------        -------
<S>                                    <C>                 <C>          <C>                  <C>
Howard S. Stern,...........            956,412             23.8         1,228,169            20.5
Chairman of the Board,
Director

David P. Meyers,...........            311,551 (3)          7.8           615,439 (4)        10.4
Director

Arthur L. Zimmet,..........             28,750               *             90,784             1.5
Senior Vice President

Robert M. Topol,...........             24,694               *             68,336             1.2
Director

Paul S. Echenberg,.........              1,694               *             87,900             1.5
Chairman of the Board of
E-Z-EM Canada, Director

Donald A. Meyer,...........             18,873               *             44,865              *
Director
</TABLE>


                                      -30-
<PAGE>

<TABLE>
<CAPTION>
                                               Class A                           Class B
                                     ---------------------------       ---------------------------
                                        Shares           Percent          Shares           Percent
      Name of                        Beneficially          of          Beneficially          of
  Beneficial Owner                     Owned (1)          Class          Owned (2)          Class
  ----------------                   ------------        -------       ------------        -------
<S>                                  <C>                   <C>          <C>                  <C>
James L. Katz,.............              1,719               *             56,166              *
Director

Dennis J. Curtin,..........              2,052               *             53,382              *
Senior Vice President

Michael A. Davis, M.D.,....               None               *             39,786              *
Medical Director/Technical
Director, Director

Eamonn P. Hobbs,...........                 50               *             39,604              *
Vice President

Pierre A. Ouimet,..........                500               *             34,936              *
President of E-Z-EM Canada

Joseph J. Palma,...........               None               *             31,307              *
Senior Vice President

Anthony A. Lombardo,.......               None               *               None              *
President, Chief Executive
Officer, Director

All directors and executive
 officers as a group (18
 persons)..................          1,345,795 (3)         33.5         2,495,128 (4)        38.3
</TABLE>

----------------

 *   Does not exceed 1%.

(1)  Includes  Class A Common Stock  shares  issuable  upon  exercise of options
     currently  exercisable or exercisable within 60 days from August 4, 2000 as
     follows:  Robert M. Topol  (1,194),  Paul S. Echenberg  (1,194),  Donald A.
     Meyer  (1,194),  James L. Katz  (1,194)  and all  directors  and  executive
     officers as a group (4,776).

(2)  Includes  Class B Common Stock  shares  issuable  upon  exercise of options
     currently  exercisable or exercisable within 60 days from August 4, 2000 as
     follows:  Howard S. Stern  (78,786),  David P.  Meyers  (2,000),  Arthur L.
     Zimmet  (50,884),  Robert M. Topol  (31,444),  Paul S. Echenberg  (75,210),
     Donald  A.  Meyer  (19,272),  James L.  Katz  (53,355),  Dennis  J.  Curtin
     (50,556), Michael A. Davis, M.D. (39,091), Eamonn P. Hobbs (39,595), Pierre
     A.  Ouimet  (34,906),  Joseph  J.  Palma  (31,307)  and all  directors  and
     executive officers as a group (610,890).

(3)  Includes 154,801 shares in which Mr. Meyers has only a remainder  interest.
     Betty S.  Meyers,  a  principal  shareholder,  holds a life  estate in such
     shares.

(4)  Includes 201,014 shares in which Mr. Meyers has only a remainder  interest.
     Betty S.  Meyers,  a  principal  shareholder,  holds a life  estate in such
     shares.  Also includes  190,035  shares owned by a partnership in which Mr.
     Meyers has an interest.


                                      -31-
<PAGE>

Item 13. Certain Relationships and Related Transactions
         ----------------------------------------------

     A facility of the  Company  located in  Westbury,  New York is owned 27% by
Howard S. Stern,  25% by Betty S. Meyers, a principal  shareholder,  2% by other
employees  of the Company and 46% by  unrelated  parties,  which  includes a 25%
owner who manages the property.  Aggregate  rentals,  including  real estate tax
payments, were $167,000 during 2000. The lease term expires in 2004.

     During  1998,  the  Company   entered  into  split  dollar  life  insurance
arrangements  with  Howard S. Stern  (including  his spouse) and Betty S. Meyers
(the  "insureds").  On an annual  basis,  the  Company  makes  interest  bearing
advances of  approximately  $100,000  per  insured  toward the cost of such life
insurance  policies.  Interest  on the  advances  is to be paid  to the  Company
annually by the insureds.  Under collateral assignment agreements,  the proceeds
from the  policies  will first be paid to the  Company to repay the  advances it
made.  If the policies  are  terminated  prior to the death of the insured,  the
Company  will be entitled to the cash  surrender  value of the  policies at that
time, and any shortfall  between that amount and the amount of the advances made
by the Company will be repaid to the Company by the  insureds.  At June 3, 2000,
the cash surrender value of such policies aggregated  $474,000,  and advances of
$600,000 are recorded in the consolidated balance sheet under the caption "Other
Assets".

     The Company had an unsecured,  two-year  interest  bearing note  receivable
from Eamonn P. Hobbs,  an  executive  officer of the Company,  in the  principal
amount of $320,000. Approximately $297,000 of this note receivable was satisfied
in October 1999, while the remaining portion was satisfied during June 2000.

     The Company has engaged Michael A. Davis,  M.D., a director of the Company,
for  consulting  services.  Fees for such services were  approximately  $165,000
during 2000.

     The Company  engaged  Paul S.  Echenberg,  a director of the  Company,  for
consulting services in 2000. Fees for such services,  including fees relating to
attendance at directors' meetings, were approximately $62,000 in cash and 11,000
shares of non-voting Class B Common Stock valued at $55,000 during 2000.

     The Company has engaged  David P. Meyers,  a director of the  Company,  for
consulting  services.  Fees  for  such  services,  including  fees  relating  to
attendance at directors' meetings, were approximately $100,000 during 2000.


                                      -32-
<PAGE>

                                     Part IV
                                     -------

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
         ---------------------------------------------------------------

                                                                            Page
                                                                            ----

(a)  l. Financial Statements
        --------------------

     The following consolidated financial statements and
supplementary data of Registrant and its subsidiaries required by
Part II, Item 8, are included in Part IV of this report:

     Report of Independent Certified Public Accountants                      36

     Consolidated balance sheets - June 3, 2000 and May 29, 1999             37

     Consolidated statements of earnings - fifty-three weeks ended
       June 3, 2000 and fifty-two weeks ended May 29, 1999 and May 30,
       1998                                                                  39

     Consolidated statement of stockholders' equity and
       comprehensive income (loss) - fifty-three weeks ended June 3,
       2000 and fifty-two weeks ended May 29, 1999 and May 30, 1998          40

     Consolidated statements of cash flows - fifty-three weeks ended
       June 3, 2000 and fifty-two weeks ended May 29, 1999 and May 30,
       1998                                                                  41

     Notes to consolidated financial statements                              43

(a)  2. Financial Statement Schedules
        -----------------------------

     The following consolidated financial statement schedule is
included in Part IV of this report:

     Schedule II - Valuation and qualifying accounts                         67

     All other schedules are omitted because they are not
applicable, or not required, or because the required information is
included in the consolidated financial statements or notes thereto.

(a)  3. Exhibits
        --------

     3(i)   Certificate of Incorporation                                     (a)

     3(ii)  Amended Bylaws                                                   (b)

     10(a)  Agreement and Plan of Merger dated November 7, 1995
            among United States Surgical Corporation, USSC
            Acquisition Corporation, Surgical Dynamics Inc., and
            E-Z-EM, Inc. and Calmed Laboratories, Inc. and
            E-Z-SUB, Inc.                                                    (c)

     10(b)  1983 Stock Option Plan                                           (d)

     10(c)  1984 Directors and Consultants Stock Option Plan                 (e)

     10(d)  Income Deferral Program                                          (f)

     10(e)  Employment Agreement dated April 3, 2000 between
            E-Z-EM, Inc. and Anthony A. Lombardo                             68


                                      -33-
<PAGE>

                                                                            Page
                                                                            ----

(a)  3. Exhibits (continued)
        -------------------

     13   Annual report to security holders                                  (g)

     21   Subsidiaries of the Registrant                                     78

     22   Proxy statement to security holders                                (h)

     23   Consent of Independent Certified Public Accountants                79

     27   Financial Data Schedule                                            80

     99   Report of Independent Certified Public Accountants Other
          than Principal Accountants                                         81

---------------

          (a)  Incorporated by reference to Exhibit 3(i) of the Company's annual
               report filed on Form 10-K for the fiscal year ended May 31, 1997

          (b)  Incorporated by reference to Exhibit 3(ii) of the Company's
               annual report filed on Form 10-K for the fiscal year ended May
               28, 1994

          (c)  Incorporated by reference to Exhibit 10 of the Company's current
               report filed on Form 8-K/A dated November 22, 1995

          (d)  Incorporated by reference to Exhibit 10 of the Company's
               quarterly report filed on Form 10-Q for the quarterly period
               ended February 26, 2000

          (e)  Incorporated by reference to Exhibit 10(b) of the Company's
               quarterly report filed on Form 10-Q for the quarterly period
               ended December 2, 1995

          (f)  Incorporated by reference to Exhibit 10(c) of the Company's
               annual report filed on Form 10-K for the fiscal year ended May
               29, 1993

          (g)  The Company intends to mail a copy of its annual report on Form
               10-K to its security holders. The Company's shareholders letter
               will be filed on a subsequent date together with its proxy
               statement to security holders.

          (h)  To be filed on a subsequent date

(b)  1. Reports on Form 8-K
        -------------------

     No reports on Form 8-K were filed for the quarter ended June 3, 2000.

     Schedules  other than those  shown above are not  submitted  as the subject
matter thereof is either not required or is not present in amounts sufficient to
require  submission in accordance with the instructions in Regulation S-X or the
information  required  is  included  in  the  Notes  to  Consolidated  Financial
Statements.


                                      -34-
<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  August 30, 2000                     /s/ Howard S. Stern
    -------------------                   -----------------------------------
                                          Howard S. Stern, Chairman of the
                                          Board, Director

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.


Date  August 30, 2000                     /s/ Howard S. Stern
    -------------------                   -----------------------------------
                                          Howard S. Stern, Chairman of the
                                          Board, Director


Date  August 30, 2000                     /s/ Anthony A. Lombardo
    -------------------                   -----------------------------------
                                          Anthony A. Lombardo, President,
                                          Chief Executive Officer, Director


Date  August 30, 2000                     /s/ Dennis J. Curtin
    -------------------                   -----------------------------------
                                          Dennis J. Curtin, Senior Vice
                                          President - Chief Financial Officer


Date  August 30, 2000                     /s/ Michael A. Davis
    -------------------                   -----------------------------------
                                          Michael A. Davis, Director


Date  August 26, 2000                     /s/ Paul S. Echenberg
    -------------------                   -----------------------------------
                                          Paul S. Echenberg, Director


Date  August 30, 2000                     /s/ James L. Katz
    -------------------                   -----------------------------------
                                          James L. Katz, Director


Date  August 24, 2000                     /s/ Donald A. Meyer
    -------------------                   -----------------------------------
                                          Donald A. Meyer, Director


Date  August 30, 2000                     /s/ David P. Meyers
    -------------------                   -----------------------------------
                                          David P. Meyers, Director


Date  August 30, 2000                     /s/ Robert M. Topol
    -------------------                   -----------------------------------
                                          Robert M. Topol, Director


                                      -35-
<PAGE>

                              REPORT OF INDEPENDENT
                          CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
  E-Z-EM, Inc.

We have audited the accompanying consolidated balance sheets of E-Z-EM, Inc. and
Subsidiaries  as of June 3, 2000 and May 29, 1999, and the related  consolidated
statements of earnings,  stockholders'  equity and comprehensive  income (loss),
and cash flows for the  fifty-three  weeks ended June 3, 2000 and the  fifty-two
weeks ended May 29, 1999 and May 30, 1998.  These  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial  statements based on our audits. We did not audit the
financial  statements of a certain  subsidiary,  which statements  reflect total
assets   constituting   approximately  17%  in  2000  and  1999  and  net  sales
constituting   approximately   12%  in  2000,  1999  and  1998  of  the  related
consolidated  totals.  Those  statements were audited by other  auditors,  whose
report thereon has been furnished to us, and our opinion,  insofar as it relates
to the amounts included for this subsidiary,  is based solely upon the report of
the other auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement  presentation.  We believe that our audits and the report of
the other auditors provide a reasonable basis for our opinion.

In our opinion,  based on our audits and the report of the other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the consolidated  financial position of E-Z-EM, Inc. and Subsidiaries as of June
3, 2000 and May 29, 1999, and the  consolidated  results of their operations and
their  consolidated  cash flows for the fifty-three weeks ended June 3, 2000 and
the  fifty-two  weeks  ended May 29, 1999 and May 30,  1998 in  conformity  with
accounting principles generally accepted in the United States of America.

We have also audited the  financial  statement  schedule  listed in the Index at
Item 14(a)(2).  In our opinion,  this schedule  presents fairly, in all material
respects, the information required to be set forth therein.



GRANT THORNTON LLP
Certified Public Accountants


Melville, New York
July 28, 2000


                                      -36-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)


                                                             June 3,     May 29,
              ASSETS                                          2000        1999
                                                             ------      ------

CURRENT ASSETS
    Cash and cash equivalents                               $ 5,583     $ 8,073
    Debt and equity securities                                8,051       5,216
    Accounts receivable, principally
       trade, net of allowance for
       doubtful accounts of $853 in
       2000 and $1,028 in 1999                               22,256      21,904
    Inventories                                              26,856      26,974
    Other current assets                                      4,530       4,151
                                                             ------      ------

          Total current assets                               67,276      66,318

PROPERTY, PLANT AND EQUIPMENT - AT COST,
    less accumulated depreciation and
    amortization                                             21,721      21,325

COST IN EXCESS OF FAIR VALUE OF NET ASSETS
    ACQUIRED, less accumulated amortization
    of $251 in 2000 and $464 in 1999                            407         424

INTANGIBLE ASSETS, less accumulated
    amortization of $959 in 2000 and
    $870 in 1999                                              2,151       2,328

DEBT AND EQUITY SECURITIES                                    4,067       3,015

OTHER ASSETS                                                  3,463       2,649
                                                             ------      ------

                                                            $99,085     $96,059
                                                             ======      ======

The accompanying notes are an integral part of these statements.


                                      -37-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

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


                                                             June 3,     May 29,
    LIABILITIES AND STOCKHOLDERS' EQUITY                      2000        1999
                                                             ------      ------

CURRENT LIABILITIES
    Notes payable                                          $  1,080    $  1,829
    Current maturities of long-term debt                        103         197
    Accounts payable                                          6,384       7,320
    Accrued liabilities                                       7,798       7,736
    Accrued income taxes                                        477         806
                                                             ------      ------

          Total current liabilities                          15,842      17,888

LONG-TERM DEBT, less current maturities                         453         477

OTHER NONCURRENT LIABILITIES                                  2,756       2,403
                                                             ------      ------

          Total liabilities                                  19,051      20,768
                                                             ------      ------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
    Preferred stock, par value $.10 per share -
       authorized, 1,000,000 shares; issued, none
    Common stock
       Class A (voting), par value $.10 per
          share - authorized, 6,000,000 shares;
          issued and outstanding 4,015,111 shares
          in 2000 and 4,035,346 shares in 1999
          (excluding 38,145 shares held in treasury
          in 2000)                                              401         403
       Class B (non-voting), par value $.10 per
          share - authorized, 10,000,000 shares;
          issued and outstanding 5,909,277 shares
          in 2000 and 6,058,277 shares in 1999
          (excluding 313,748 and 12,100 shares held
          in treasury in 2000 and 1999, respectively)           591         606
    Additional paid-in capital                               20,521      21,917
    Retained earnings                                        59,852      53,887
    Accumulated other comprehensive income (loss)            (1,331)     (1,522)
                                                             ------      ------

          Total stockholders' equity                         80,034      75,291
                                                             ------      ------

                                                           $ 99,085    $ 96,059
                                                             ======      ======

The accompanying notes are an integral part of these statements.


                                      -38-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

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

<TABLE>
<CAPTION>
                                                      Fifty-three            Fifty-two weeks ended
                                                      weeks ended           -----------------------
                                                        June 3,              May 29,        May 30,
                                                         2000                 1999           1998
                                                        ------               ------         ------
<S>                                                    <C>                  <C>             <C>
Net sales                                              $112,093             $107,179        $102,884

Cost of goods sold                                       61,628               62,022          65,451
                                                        -------              -------         -------

      Gross profit                                       50,465               45,157          37,433
                                                        -------              -------         -------

Operating expenses
  Selling and administrative                             36,986               33,068          33,001
  Research and development                                4,880                4,847           5,662
  Impairment of long-lived assets                                                              4,121
                                                        -------              -------         -------

    Total operating expenses                             41,866               37,915          42,784
                                                        -------              -------         -------

      Operating profit (loss)                             8,599                7,242          (5,351)

Other income (expense)
  Interest income                                           716                  505             692
  Interest expense                                         (253)                (263)           (694)
  Write-down of investment in affiliate                                       (1,121)           (219)
  Other, net                                                172                  308              38
                                                        -------              -------         -------

      Earnings (loss) before income
        taxes                                             9,234                6,671          (5,534)

Income tax provision                                      3,269                1,874             433
                                                        -------              -------         -------

      NET EARNINGS (LOSS)                             $   5,965            $   4,797       $  (5,967)
                                                        =======              =======         =======

Earnings (loss) per common share
  Basic                                               $     .60            $     .48       $    (.60)
                                                        =======              =======         =======

  Diluted                                             $     .58            $     .47       $    (.60)
                                                        =======              =======         =======
</TABLE>

The accompanying notes are an integral part of these statements.


                                      -39-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS)

            Fifty-three weeks ended June 3, 2000 and fifty-two weeks
                       ended May 29, 1999 and May 30, 1998
                        (in thousands, except share data)

<TABLE>
<CAPTION>
                                     Class A            Class B                              Accumulated              Compre-
                                   common stock       common stock    Additional                other                 hensive
                                -----------------  -----------------   paid-in    Retained  comprehensive             income
                                  Shares   Amount    Shares   Amount   capital    earnings  income (loss)   Total     (loss)
                                ---------  ------  ---------  ------   -------    -------   -------------  -------   --------
<S>                             <C>         <C>    <C>         <C>     <C>        <C>         <C>          <C>       <C>
Balance at May 31, 1997         4,035,346   $403   5,600,883   $560    $19,073    $57,087      $  121      $77,244
Exercise of stock options                            107,417     11        470                                 481
Income tax benefits on
  stock options exercised                                                   88                                  88
Compensation related to
  stock options plans                                                        7                                   7
Issuance of stock                                      1,025                 6                                   6
3% common stock dividend                             289,748     29      1,999     (2,030)                      (2)
Net loss                                                                           (5,967)                  (5,967)  $(5,967)
Unrealized holding gain on
  debt and equity securities                                                                       12           12        12
Foreign currency translation
  adjustments                                                                                    (646)        (646)     (646)
                                ---------    ---   ---------    ---     ------     ------       -----        -----     -----

Comprehensive loss                                                                                                   $(6,601)
                                                                                                                      ======

Balance at May 30, 1998         4,035,346    403   5,999,073    600     21,643     49,090        (513)      71,223
Exercise of stock options                             64,704      6        267                                 273
Income tax benefits on
  stock options exercised                                                   38                                  38
Compensation related to
  stock option plans                                                         5                                   5
Issuance of stock                                      6,600      1         31                                  32
Purchase of treasury stock                           (12,100)    (1)       (67)                                (68)
Net earnings                                                                        4,797                    4,797    $4,797
Unrealized holding loss on
  debt and equity securities                                                                     (151)        (151)     (151)
Foreign currency translation
  adjustments                                                                                    (858)        (858)     (858)
                                ---------    ---   ---------    ---     ------     ------       -----        -----     -----

Comprehensive income                                                                                                  $3,788
                                                                                                                       =====

Balance at May 29, 1999         4,035,346    403   6,058,277    606     21,917     53,887      (1,522)      75,291
Exercise of stock options          17,910      2     137,373     13        807                                 822
Income tax benefits on
  stock options exercised                                                  119                                 119
Compensation related to
  stock option plans                                                         5                                   5
Issuance of stock                                     15,275      2         74                                  76
Purchase of treasury stock        (38,145)    (4)   (301,648)   (30)    (2,401)                             (2,435)
Net earnings                                                                        5,965                    5,965    $5,965
Unrealized holding gain on
  debt and equity securities                                                                      871          871       871
Foreign currency translation
  adjustments                                                                                    (680)        (680)     (680)
                                ---------    ---   ---------    ---     ------     ------       -----        -----     -----

Comprehensive income                                                                                                  $6,156
                                                                                                                       =====

Balance at June 3, 2000         4,015,111   $401   5,909,277   $591    $20,521    $59,852     $(1,331)     $80,034
                                =========    ===   =========    ===     ======     ======      ======       ======
</TABLE>

The accompanying notes are an integral part of this statement.


                                      -40-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                       Fifty-three           Fifty-two weeks ended
                                                       weeks ended           ---------------------
                                                         June 3,              May 29,        May 30,
                                                          2000                 1999           1998
                                                         ------               ------         ------
<S>                                                    <C>                  <C>            <C>
Cash flows from operating activities:
  Net earnings (loss)                                  $  5,965             $  4,797       $ (5,967)
  Adjustments to reconcile net earnings
    (loss) to net cash provided by (used
    in) operating activities
      Depreciation and amortization                       2,803                2,829          3,315
      Impairment of long-lived assets                                                         4,121
      Provision for doubtful accounts                        37                  250            286
      Write-down of investment in
        affiliate                                                              1,121            219
      Loss (gain) on sale of assets                                               39            (11)
      Deferred tax benefit                                  (40)                (735)           (64)
      Other non-cash items                                   75                   30              7
      Changes in operating assets and
        liabilities
          Accounts receivable                              (389)                (806)        (4,663)
          Inventories                                       118                 (210)           587
          Other current assets                             (334)                (251)         1,565
          Other assets                                     (814)                 (35)          (588)
          Accounts payable                                 (936)               1,055             97
          Accrued liabilities                                62                  778            127
          Accrued income taxes                             (360)                 183            310
          Other noncurrent liabilities                      162                  146            (21)
                                                         ------               ------         ------

            Net cash provided by (used
              in) operating activities                    6,349                9,191           (680)
                                                         ------               ------         ------

Cash flows from investing activities:
  Additions to property, plant and
    equipment                                            (3,206)              (2,207)        (1,897)
  Investment in affiliate                                                                    (1,340)
  Proceeds from disposal of business                                                            510
  Proceeds from sale of assets                               33                    8             50
  Available-for-sale securities
    Purchases                                           (36,845)             (34,061)       (12,290)
    Proceeds from sale                                   34,010               32,320         19,806
                                                         ------               ------         ------

      Net cash (used in) provided by
        investing activities                             (6,008)              (3,940)         4,839
                                                         ------               ------         ------
</TABLE>
The accompanying notes are an integral part of these statements.


                                      -41-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

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

<TABLE>
<CAPTION>
                                                              Fifty-three           Fifty-two weeks ended
                                                              weeks ended           ---------------------
                                                                June 3,             May 29,        May 30,
                                                                 2000                1999           1998
                                                                ------              ------         ------
<S>                                                            <C>                 <C>            <C>
Cash flows from financing activities:
  Repayments of debt                                           $(1,100)            $(2,670)       $(7,704)
  Proceeds from issuance of debt                                    26               1,072          3,619
  Proceeds from exercise of stock
    options, including related income
    tax benefits                                                   941                 311            569
  Purchase of treasury stock                                    (2,435)                (68)
  Proceeds from issuance of stock in
    connection with the stock purchase
    plan                                                             6                   7              6
                                                                ------              ------         ------

      Net cash used in financing
        activities                                              (2,562)             (1,348)        (3,510)
                                                                ------              ------         ------

Effect of exchange rate changes on
  cash and cash equivalents                                       (269)               (484)          (479)
                                                                ------              ------         ------

      (DECREASE) INCREASE IN CASH
        AND CASH EQUIVALENTS                                    (2,490)              3,419            170

Cash and cash equivalents
  Beginning of year                                              8,073               4,654          4,484
                                                                ------              ------         ------

  End of year                                                   $5,583              $8,073         $4,654
                                                                 =====               =====          =====

Supplemental disclosures of cash flow information:
    Cash paid (refunded) during the year for:
        Interest                                               $    95             $   154        $   650
                                                                 =====               =====          =====

        Income taxes (net of $16, $218
          and $1,337 in refunds in 2000,
          1999 and 1998, respectively)                         $ 3,577             $ 2,153        $  (762)
                                                                 =====               =====          =====
</TABLE>

The accompanying notes are an integral part of these statements.


                                      -42-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The summary of significant  accounting  policies is presented to assist the
     reader  in  understanding   and  evaluating  the   consolidated   financial
     statements.  These  policies  are in  conformity  with  generally  accepted
     accounting  principles and have been applied  consistently  in all material
     respects.

     Nature of Business
     ------------------

     The Company is primarily engaged in developing, manufacturing and marketing
     diagnostic  products  used by  radiologists  and  other  physicians  during
     image-assisted  procedures to detect anatomic  abnormalities  and diseases.
     The Company also designs,  develops,  manufactures and markets, through its
     wholly-owned subsidiary,  AngioDynamics, Inc. ("AngioDynamics"),  a variety
     of  therapeutic  and  diagnostic  products,  for  use  principally  in  the
     diagnosis and treatment of peripheral vascular disease (see Note O).

     Basis of Consolidation
     ----------------------

     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.  Through 1999,
     the Company's approximate 23% interest in an affiliate was accounted for by
     the equity method. Pursuant to this method, such investment was recorded at
     cost and  adjusted by the  Company's  share of  undistributed  earnings (or
     losses) (see Note D).

     Operations  outside the U.S.  are  included in the  consolidated  financial
     statements  and consist of: a  subsidiary  operating a mining and  chemical
     processing  operation  in  Nova  Scotia,  Canada  and a  manufacturing  and
     marketing facility in Montreal, Canada; a subsidiary manufacturing products
     located in Puerto Rico; a subsidiary  manufacturing and marketing  products
     located in Japan; a subsidiary promoting and distributing  products located
     in Holland; a subsidiary promoting and distributing products located in the
     United Kingdom; and a subsidiary  manufacturing products located in Ireland
     (see Note Q).

     Fiscal Year
     -----------

     The  Company  reports on a fiscal  year  which  concludes  on the  Saturday
     nearest to May 31.  Fiscal  year 2000 ended on June 3, 2000 for a reporting
     period of fifty-three weeks and fiscal years 1999 and 1998 ended on May 29,
     1999 and May 30, 1998,  respectively,  for  reporting  periods of fifty-two
     weeks.

     Cash and Cash Equivalents
     -------------------------

     The Company considers all unrestricted highly liquid investments  purchased
     with a maturity of less than three months to be cash equivalents.  Included
     in cash equivalents are Eurodollar  investments and certificates of deposit
     of  $4,575,000   and   $5,089,000  at  June  3,  2000  and  May  29,  1999,
     respectively. The carrying amount of these financial instruments reasonably
     approximates    fair    value    because   of   their    short    maturity.
     Foreign-denominated  cash and cash  equivalents  aggregated  $1,960,000 and
     $1,116,000 at June 3, 2000 and May 29, 1999, respectively.


                                      -43-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    Debt and Equity Securities
    --------------------------

    Debt and equity securities are classified as "available-for-sale securities"
    and reported at fair value,  with unrealized  gains and losses excluded from
    operations  and reported as a component of accumulated  other  comprehensive
    income (loss), net of the related tax effects, in stockholders' equity. Cost
    is determined using the specific identification method.

    Inventories
    -----------

    Inventories  are  stated  at the lower of cost (on the  first-in,  first-out
    method)  or market.  Appropriate  consideration  is given to  deterioration,
    obsolescence and other factors in evaluating net realizable value.

    Property, Plant and Equipment
    -----------------------------

    Property,   plant  and  equipment  are  stated  at  cost,  less  accumulated
    depreciation.  Depreciation is computed  principally using the straight-line
    method over the estimated useful lives of the assets. Leasehold improvements
    are amortized over the terms of the related leases or the useful life of the
    improvements, whichever is shorter. Expenditures for repairs and maintenance
    are  charged  to  expense  as  incurred.   Renewals  and   betterments   are
    capitalized.  Depreciation expense was $2,610,000, $2,595,000 and $2,827,000
    in 2000, 1999 and 1998, respectively.

    Cost in Excess of Fair Value of Net Assets Acquired
    ---------------------------------------------------

    The cost in excess of fair  value of net  assets  acquired  ("goodwill")  is
    being  amortized on a  straight-line  basis over 40 years.  Amortization  of
    goodwill  was  $16,000,   $16,000  and  $17,000  in  2000,  1999  and  1998,
    respectively.

    Intangible Assets
    -----------------

    Intangible  assets are being  amortized  on a  straight-line  basis over the
    estimated useful lives of the respective  assets ranging from  approximately
    eight to fifteen  years.  Amortization  of  intangible  assets was $177,000,
    $218,000 and $471,000 in 2000, 1999 and 1998, respectively.

    On an ongoing basis,  management  reviews the valuation and  amortization of
    goodwill  and  intangible  assets  to  determine   possible   impairment  by
    considering  current  operating results and comparing the carrying values to
    the  anticipated  undiscounted  future cash flows of the related assets (see
    Note C).

    Revenue Recognition
    -------------------

    The Company recognizes revenues as products are shipped to customers.


                                      -44-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    Advertising
    -----------

    All  costs   associated   with   advertising  are  expensed  when  incurred.
    Advertising expense,  included in selling and administrative  expenses,  was
    $1,103,000, $1,074,000 and $900,000 in 2000, 1999 and 1998, respectively.

    Income Taxes
    ------------

    Deferred  income taxes are  recognized  for  temporary  differences  between
    financial  statement and income tax bases of assets and liabilities and loss
    carryforwards and tax credit carryforwards for which income tax benefits are
    expected to be  realized in future  years.  A valuation  allowance  has been
    established to reduce deferred tax assets as it is more likely than not that
    all, or some portion, of such deferred tax assets will not be realized.  The
    effect on deferred taxes of a change in tax rates is recognized in income in
    the period that includes the enactment date.

    Foreign Currency Translation
    ----------------------------

    In accordance with Statement of Financial  Accounting Standards ("SFAS") No.
    52,  "Foreign  Currency  Translation,"  the Company has determined  that the
    functional currency for its foreign subsidiaries is the local currency. This
    assessment  considers that the day-to-day  operations are not dependent upon
    the economic environment of the parent's functional  currency,  financing is
    effected through their own operations,  and the foreign operations primarily
    generate  and  expend  foreign   currency.   Foreign  currency   translation
    adjustments   are   accumulated   as  a  component  of   accumulated   other
    comprehensive income (loss) in stockholders' equity.

    Earnings (Loss) Per Common Share
    --------------------------------

    Basic earnings per share are based on the weighted  average number of common
    shares outstanding without  consideration of potential common stock. Diluted
    earnings  per share are based on the weighted  average  number of common and
    potential common shares outstanding.  The calculation takes into account the
    shares that may be issued upon  exercise  of stock  options,  reduced by the
    shares that may be  repurchased  with the funds  received from the exercise,
    based on the average price during the period.  Potential  common shares were
    excluded  from the  diluted  calculation  for 1998,  as their  effects  were
    anti-dilutive.

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

                                              2000          1999         1998
                                             ------        ------       ------

      Basic                                10,012,973    10,077,445    9,952,482
      Effect of dilutive securities
         (stock options)                      301,198       236,644
                                           ----------    ----------    ---------

      Diluted                              10,314,171    10,314,089    9,952,482
                                           ==========    ==========    =========


                                      -45-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    The weighted  average  number of common shares and the per share amounts for
    all periods presented have been retroactively  restated to reflect the total
    shares issued after the 3% stock dividends described in Note M.

    Use of Estimates
    ----------------

    The  preparation  of  financial  statements  in  conformity  with  generally
    accepted  accounting  principles  requires  management to make estimates and
    assumptions  that affect the reported  amounts of assets and liabilities and
    disclosures  of  contingent  assets  and  liabilities  at  year-end  and the
    reported  amounts of revenues  and  expenses  during the  reporting  period.
    Actual results could differ from those estimates.

    Effects of Recently Issued Accounting Pronouncements
    ----------------------------------------------------

    In September 1998, the Financial  Accounting Standards Board issued SFAS No.
    133,  "Accounting for Derivative  Instruments and Hedging Activities," which
    requires entities to recognize all derivatives in their financial statements
    as either assets or  liabilities  measured at fair value.  SFAS No. 133 also
    specifies new methods of accounting for hedging transactions, prescribes the
    items and transactions that may be hedged and specifies detailed criteria to
    be met to qualify for hedge accounting. SFAS No. 133, as amended by SFAS No.
    137, is effective for fiscal years  beginning  after September 15, 2000. The
    Company currently does not use derivative instruments as defined by SFAS No.
    133. If the Company continues not to use these derivative instruments by the
    effective date of SFAS No. 133, the adoption of this pronouncement will have
    no effect on the Company's results of operations or financial position.


NOTE B - COMPREHENSIVE INCOME (LOSS)

    During  1999,  the Company  adopted SFAS No. 130,  "Reporting  Comprehensive
    Income." SFAS No. 130 established 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  (loss) 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).  The 1998
    financial  statements have been  reclassified to conform to the requirements
    of SFAS No. 130.


                                      -46-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE B - COMPREHENSIVE INCOME (LOSS) (continued)

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

<TABLE>
<CAPTION>
                                                      2000        1999        1998
                                                     ------      ------      ------
                                                             (in thousands)
<S>                                                <C>          <C>          <C>
          Net earnings (loss)                      $ 5,965      $ 4,797      $(5,967)
          Unrealized holding gain (loss) on
            debt and equity securities, net
            of income tax provision of $183,
            $1,118 and $6 in 2000, 1999 and
            1998, respectively                         871         (151)          12
          Foreign currency translation
            adjustments                               (680)        (858)        (646)
                                                    ------       ------       ------

              Comprehensive income (loss)          $ 6,156      $ 3,788      $(6,601)
                                                    ======       ======       ======
</TABLE>

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

<TABLE>
<CAPTION>
                                                              June 3,         May 29,
                                                               2000            1999
                                                              ------          ------
                                                                  (in thousands)
<S>                                                          <C>             <C>
          Unrealized holding gain on debt and equity
            securities, net of income tax liability of
            $387 and $204 at June 3, 2000 and May 29,
            1999, respectively                               $ 2,064         $ 1,193
          Cumulative translation adjustments                  (3,395)         (2,715)
                                                              ------          ------

              Accumulated other comprehensive income
                (loss)                                       $(1,331)        $(1,522)
                                                              ======          ======
</TABLE>

NOTE C - ASSET IMPAIRMENT CHARGE

     In  accordance  with  SFAS  No.  121,  "Accounting  for the  Impairment  of
     Long-Lived Assets and for Long-Lived Assets to be Disposed Of," the Company
     recorded an impairment  charge in 1998, with no associated tax benefit,  of
     $4,121,000,  or $.41 per  share,  relating  to  certain  long-lived  assets
     pertaining   to  the   acquisition   of  Leocor,   Inc.  and  used  in  the
     cardiovascular market. The Company determined that the revenue potential of
     this technology,  as it relates to the cardiovascular  market, was impaired
     due to increased  competition  and price  erosion for  coronary  stents and
     angioplasty  products and the Company's  strategic decision to commercially
     exploit  this  technology  in  the  interventional  radiology  market.  The
     impairment charge  represents the difference  between the carrying value of
     intangible  assets  and the fair  market  value of  these  assets  based on
     estimated future cash flows discounted at a rate commensurate with the risk
     involved.  The  charge  had no  impact  on the  Company's  cash flow or its
     ability to generate cash flow in the future.  As a result of the impairment
     charge,  amortization  related to these assets  decreased by  approximately
     $250,000 per year, with the remaining  intangible assets being amortized on
     a  straight-line  basis  over  the  remaining  estimated  useful  lives  of
     approximately eight years.


                                      -47-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE D - INVESTMENT IN AFFILIATE AND IMPAIRMENT CHARGE

     In  1998,   the  Company   acquired   approximately   23%  of  ITI  Medical
     Technologies,  Inc. ("ITI") for $1,340,000,  including  acquisition related
     expenses of $40,000. ITI is a California  corporation,  based in Livermore,
     California,  which develops and manufactures MRI diagnostic and therapeutic
     medical devices.  The Company's  investment in ITI was accounted for by the
     equity  method.  In accordance  with SFAS No. 121, the Company  recorded an
     impairment  charge in the fourth  quarter of 1999,  with no associated  tax
     benefit,  of  $896,000,  as it was  determined  that the fair value of such
     investment  was zero,  with no future cash flows  anticipated  due to ITI's
     inability to generate income from operations or raise  additional  capital.
     Prior to the impairment  charge,  the Company's  investment in ITI had been
     reduced  by  its  proportionate  share  of  losses  in  1999  and  1998  of
     approximately $225,000 and $219,000,  respectively.  For 1999 and 1998, the
     impairment  charge  and the  Company's  proportionate  share of losses  are
     included  in the  consolidated  statements  of  earnings  under the caption
     "Write-down of investment in affiliate".


NOTE E - DEBT AND EQUITY SECURITIES

     Debt and equity securities at June 3, 2000 consist of the following:

<TABLE>
<CAPTION>
                                                                                          Unrealized
                                                       Amortized           Fair             holding
                                                         cost              value             gain
                                                       ---------           -----          ----------
                                                                       (in thousands)
<S>                                                     <C>               <C>               <C>
       Current
       -------
       Available-for-sale securities
         (carried on the balance sheet
         at fair value)
           Debt securities with maturities
             Due in 1 through 10 years                  $   90            $   90
             Due after 10 years and through
               20 years                                  3,875             3,875
             Due after 20 years                          4,015             4,015
           Other                                            71                71
                                                         -----             -----

                                                        $8,051            $8,051
                                                         =====             =====

       Noncurrent
       ----------
       Available-for-sale securities
         (carried on the balance sheet
         at fair value)
           Equity securities                            $1,615            $4,066            $2,451
           Other                                             1                 1
                                                         -----             -----             -----

                                                        $1,616            $4,067            $2,451
                                                         =====             =====             =====
</TABLE>

                                      -48-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE E - DEBT AND EQUITY SECURITIES (continued)

     Debt and equity securities at May 29, 1999 consist of the following:

<TABLE>
<CAPTION>
                                                                                      Unrealized
                                              Amortized             Fair                holding
                                                 cost               value                gain
                                              ---------             -----             ----------
                                                                (in thousands)
<S>                                             <C>                 <C>                 <C>
       Current
       -------
       Available-for-sale securities
         (carried on the balance sheet
         at fair value)
           Debt securities                      $5,155              $5,155
           Other                                    61                  61
                                                 -----               -----

                                                $5,216              $5,216
                                                 =====               =====

       Noncurrent
       ----------
       Available-for-sale securities
         (carried on the balance sheet
         at fair value)
           Equity securities                    $1,617              $3,014              $1,397
           Other                                     1                   1
                                                 -----               -----               -----

                                                $1,618              $3,015              $1,397
                                                 =====               =====               =====
</TABLE>

NOTE F - INVENTORIES

     Inventories consist of the following:

                                        June 3,            May 29,
                                         2000               1999
                                        -------            -------
                                              (in thousands)

       Finished goods                   $13,246            $14,000
       Work in process                    2,813              1,926
       Raw materials                     10,797             11,048
                                         ------             ------

                                        $26,856            $26,974
                                         ======             ======


                                      -49-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE G - PROPERTY, PLANT AND EQUIPMENT, AT COST

     Property, plant and equipment are summarized as follows:

                                          Estimated
                                            useful          June 3,      May 29,
                                            lives            2000         1999
                                          ---------         ------       ------
                                                               (in thousands)

       Building and building
         improvements                  10 to 39 years      $13,613       $13,411
       Machinery and equipment          2 to 10 years       31,306        28,675
       Leasehold improvements           Term of lease        1,619         1,740
                                                            ------        ------

                                                            46,538        43,826
       Less accumulated depreciation
         and amortization                                   28,309        25,984
                                                            ------        ------

                                                            18,229        17,842
       Land                                                  3,492         3,483
                                                            ------        ------

                                                           $21,721       $21,325
                                                            ======        ======


NOTE H - INCOME TAXES

     Income  tax  expense   analyzed  by  category   and  by  income   statement
     classification is summarized as follows:

                                       2000           1999             1998
                                      ------         ------           ------
                                                 (in thousands)
       Current
         Federal                     $2,304           $1,592          $ (159)
         State and local                199              204             131
         Foreign                        806              813             525
                                      -----            -----             ---

           Subtotal                   3,309            2,609             497

       Deferred                         (40)            (735)            (64)
                                      -----            -----             ---

           Total                     $3,269           $1,874          $  433
                                      =====            =====             ===


                                      -50-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE H - INCOME TAXES (continued)

     Temporary   differences   which  give  rise  to  deferred  tax  assets  and
     liabilities are summarized as follows:

                                                           June 3,       May 29,
                                                            2000          1999
                                                           ------        ------
                                                              (in thousands)

       Deferred tax assets
         Tax operating loss carryforwards                 $ 1,219       $   982
         Difference between book and tax basis in
           investment sold to Canadian subsidiary           1,137         1,137
         Tax credit carryforwards                             224           356
         Alternative minimum tax ("AMT") credit
           carryforward                                         4             4
         Impairment of long-lived assets                    1,256         1,356
         Expenses incurred not currently deductible         1,184         1,171
         Inventories                                          793           721
         Deferred compensation costs                          663           603
         Write-down of investment in affiliate                496           496
         Other                                                 82            88
                                                           ------        ------

             Gross deferred tax asset                       7,058         6,914
                                                           ------        ------

       Deferred tax liabilities
         Excess tax over book depreciation                  1,061         1,026
         Unrealized investment gains                          387           204
         Tax on unremitted profits of Puerto
           Rican subsidiary                                   124           112
         Other                                                 16            16
                                                           ------        ------

             Gross deferred tax liability                   1,588         1,358

       Valuation allowance                                 (4,791)       (4,754)
                                                           ------        ------

             Net deferred tax asset                       $   679       $   802
                                                           ======        ======

     In 1994, the Company sold to its Canadian  subsidiary  warrants to purchase
     396,396  shares  of stock in  Cedara  Software  Corporation  (formally  ISG
     Technologies,  Inc.).  This  transaction  generated a capital  gain for tax
     purposes of approximately $3,344,000,  utilizing a portion of the Company's
     capital  loss  carryforward  and  giving  rise  to a  temporary  difference
     pertaining to the difference between the financial  statement and tax basis
     in this asset.

     During  1999,  the Company  reduced its  valuation  allowance  primarily to
     recognize  deferred  tax assets of  approximately  $832,000,  in the fourth
     quarter,  that  management  believes is more likely than not to be realized
     through future taxable earnings from U.S. operations.

     If not  utilized,  the tax  operating  loss  carryforwards  will  expire in
     various   amounts  over  the  years  2001  through  2005.  The  tax  credit
     carryforwards  will expire in various  amounts  over the years 2001 through
     2012.


                                      -51-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE H - INCOME TAXES (continued)

     Deferred  income taxes are  provided  for the expected  Tollgate tax on the
     undistributed earnings of the Company's Puerto Rican subsidiary,  which are
     expected to be distributed at some time in the future.

     At June 3, 2000,  undistributed  earnings of certain  foreign  subsidiaries
     aggregated  $16,644,000  which  will  not be  subject  to  U.S.  tax  until
     distributed  as dividends.  Any taxes paid to foreign  governments on these
     earnings may be used, in whole or in part, as credits  against the U.S. tax
     on any dividends  distributed  from such earnings.  On remittance,  certain
     foreign countries impose  withholding taxes that are then available for use
     as  credits  against a U.S.  tax  liability,  if any,  subject  to  certain
     limitations.  The  amount  of  withholding  tax that  would be  payable  on
     remittance of the entire amount of undistributed earnings would approximate
     $832,000.

     Deferred  tax assets  and  liabilities  are  included  in the  consolidated
     balance sheets as follows:

<TABLE>
<CAPTION>
                                                                     June 3,      May 29,
                                                                      2000         1999
                                                                     ------       ------
                                                                        (in thousands)
<S>                                                                  <C>           <C>
       Current - Other current assets                                $1,446       $1,401
       Current - Accrued income taxes                                  (124)        (112)
       Noncurrent - Other noncurrent liabilities                       (643)        (487)
                                                                      -----        -----

         Net deferred tax asset                                      $  679       $  802
                                                                      =====        =====
</TABLE>

     Earnings (loss) before income taxes for U.S. and  international  operations
     consist of the following:

<TABLE>
<CAPTION>
                                                        2000         1999          1998
                                                       ------       ------        ------
                                                                (in thousands)
<S>                                                    <C>           <C>           <C>
       U.S.                                            $7,789       $5,371       $(5,225)
       International                                    1,445        1,300          (309)
                                                        -----        -----        ------

                                                       $9,234       $6,671       $(5,534)
                                                        =====        =====        ======
</TABLE>


                                      -52-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


     The  Company's  consolidated  income tax  provision  has differed  from the
     amount  which  would be provided by  applying  the U.S.  Federal  statutory
     income tax rate to the  Company's  earnings  (loss) before income taxes for
     the following reasons:

<TABLE>
<CAPTION>
                                                     2000        1999       1998
                                                    ------      ------     ------
                                                           (in thousands)
<S>                                                <C>         <C>        <C>
       Income tax provision                        $ 3,269     $ 1,874    $   433
       Effect of:
         State income taxes, net of Federal
           tax benefit                                (128)       (108)       (40)
         Research and development credit                22          27         41
         Earnings of the Puerto Rican
           subsidiary, net of Puerto Rico
           Corporate tax and Tollgate tax              223         242        188
         Earnings of the Foreign Sales
           Corporation                                  22          22          7
         Tax-exempt portion of investment
           income                                      111          27         96
         Change in valuation allowance                  94         770     (1,807)
         Losses of foreign entities
           generating no current tax
           benefit                                    (445)       (553)      (526)
         Nondeductible expenses                       (187)       (148)      (324)
         Other                                         159         115         50
                                                     -----       -----      -----

       Income tax provision (benefit)
         at statutory tax rate of 34%              $ 3,140     $ 2,268    $(1,882)
                                                     =====       =====     ======
</TABLE>

     The Company has an agreement with the  Commonwealth of Puerto Rico pursuant
     to which  its  operations  in Puerto  Rico are  subject  to a  partial  tax
     exemption which expires January 23, 2007.  Commonwealth taxes are currently
     being provided on earnings of the subsidiary.

     The U.S.  Federal  income tax returns of the  Company  through May 31, 1997
     have been closed by the Internal Revenue Service.


                                      -53-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE I - DEBT

     Notes payable consist of the following:

                                                     June 3,        May 29,
                                                      2000           1999
                                                     ------         ------
                                                         (in thousands)
   Japanese bank
      2.68% note (1)                                 $1,080
      2.43% note (1)                                                $1,111
   Bank, lines of credit
      6.25% (2)                                                        718
                                                      -----          -----

                                                     $1,080         $1,829
                                                      =====          =====


     Long-term debt consists of the following:

                                                      June 3,        May 29,
                                                       2000           1999
                                                      ------         ------
                                                          (in thousands)
    Japanese bank loan, due November 2007,
      2.68% (1)                                        $238           $301
    Japanese bank loan, due November 2004,
      1.80% (1)                                         298            260
    Canadian bank loan, repaid November 1999,
      6.75%                                                            113
    Other                                                20
                                                        ---            ---

                                                        556            674
    Less current maturities                             103            197
                                                        ---            ---

                                                       $453           $477
                                                        ===            ===

     (1)  Guaranteed by the Company and  collateralized  by property,  plant and
          equipment having a net carrying value of $1,914,000 at June 3, 2000.

     (2)  The Company's Canadian subsidiary has available  $1,354,000  (Canadian
          $2,000,000)   under  this  line  of  credit  with  a  bank,  which  is
          collateralized  by accounts  receivable  and  inventory and expires on
          September 30, 2000.

     The Company also has available $2,000,000 under an unsecured line of credit
     with a bank,  which  expires on  November  30,  2000.  At June 3, 2000,  no
     amounts were outstanding under this line of credit.

     The Company believes that the carrying amount of its debt  approximates the
     fair value as the variable  interest rates approximate  current  prevailing
     interest rates.

     During  2000,  1999  and  1998,  the  weighted  average  interest  rates on
     short-term debt were 2.71%, 3.54% and 6.38%, respectively.


                                      -54-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE J - ACCRUED LIABILITIES AND OTHER NONCURRENT LIABILITIES

     Accrued liabilities consist of the following:

                                                    June 3,             May 29,
                                                     2000                1999
                                                    ------              ------
                                                          (in thousands)

       Payroll and related expenses                 $4,565              $3,808
       Accrued sales rebates                         1,498               2,604
       Other                                         1,735               1,324
                                                     -----               -----

                                                    $7,798              $7,736
                                                     =====               =====

     Other noncurrent liabilities consist of the following:

                                                    June 3,             May 29,
                                                     2000                1999
                                                    ------              ------
                                                          (in thousands)
       Deferred compensation                        $1,792              $1,628
       Deferred taxes                                  643                 487
       Other                                           321                 288
                                                     -----               -----

                                                    $2,756              $2,403
                                                     =====               =====

NOTE K - RETIREMENT PLANS

     E-Z-EM,  Inc.  and its domestic  subsidiaries  ("E-Z-EM")  provide  pension
     benefits  through  three  Profit-Sharing  Plans,  under which  E-Z-EM makes
     discretionary  contributions  to eligible  employees,  and three  companion
     401(k) Plans,  under which eligible  employees can defer a portion of their
     annual compensation,  part of which is matched by E-Z-EM. These plans cover
     all  E-Z-EM  employees  not  otherwise  covered  by  collective  bargaining
     agreements.  In 2000,  1999 and  1998,  profit-sharing  contributions  were
     $589,000,  $581,000  and  $534,000,   respectively,   and  401(k)  matching
     contributions were $355,000, $359,000 and $341,000, respectively.

     E-Z-EM also  contributed  $34,000,  $36,000  and $42,000 in 2000,  1999 and
     1998,  respectively,  to a multiemployer pension plan for employees covered
     by a collective  bargaining  agreement.  This plan is not  administered  by
     E-Z-EM and  contributions  are determined in accordance  with provisions of
     negotiated labor contracts.

     E-Z-EM Canada Inc., a wholly-owned subsidiary of the Company, also provides
     pension  benefits to eligible  employees  through two Defined  Contribution
     Plans.  In 2000,  1999 and 1998,  contributions  were $85,000,  $71,000 and
     $70,000, respectively.


                                      -55-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE L - COMMITMENTS AND CONTINGENCIES

     The  Company  is  committed  under  non-cancellable  operating  leases  for
     facilities,  automobiles and equipment,  including  certain facility leases
     with related  parties.  During 2000, 1999 and 1998,  aggregate rental costs
     under all operating leases were  approximately  $1,713,000,  $1,743,000 and
     $1,325,000,  respectively,  of which approximately  $212,000,  $196,000 and
     $196,000,  respectively,  were  paid  to  related  parties.  Future  annual
     operating lease payments in the aggregate, which include escalation clauses
     and real estate taxes,  with initial  remaining terms of more than one year
     at June 3, 2000, are summarized as follows:

                                                        Related
                                           Total         party
                                          leases        leases
                                          ------        -------
                                             (in thousands)

           2001                           $1,198         $156
           2002                              927          106
           2003                              701          109
           2004                              663          101
           2005                              584
           Thereafter                      1,905
                                           -----          ---

                                          $5,978         $472
                                           =====          ===

     The Company has employment contracts with two executive officers.  One such
     contract  expires  November 30, 2001 and one contract is cancellable at any
     time,  but  provides  for  severance  pay in the event  such  executive  is
     terminated  by the  Company  without  cause,  as defined  in the  contract.
     Aggregate minimum compensation commitments under these contracts at June 3,
     2000, are summarized as follows:

                                                    (in thousands)

           2001                                          $513
           2002                                           131
                                                          ---

                                                         $644
                                                          ===


                                      -56-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE M - COMMON STOCK

     In 1983,  the Company  adopted a Stock Option Plan (the "1983  Plan").  The
     1983 Plan  provides  for the grant to key  employees  of both  nonqualified
     stock  options and incentive  stock  options.  A total of 2,617,974  shares
     (including  800,000  shares  authorized  in October  1999) of the Company's
     Common Stock may be issued under the 1983 Plan  pursuant to the exercise of
     options. All stock options must have an exercise price of not less than the
     market  value  of  the  shares  on the  date  of  grant.  Options  will  be
     exercisable over a period of time to be designated by the administrators of
     the 1983 Plan (but not more than 10 years  from the date of grant) and will
     be subject to such other terms and  conditions  as the  administrators  may
     determine. The 1983 Plan terminates in December 2005.

     In 1984, the Company  adopted a second Stock Option Plan (the "1984 Plan").
     The 1984 Plan  provides  for the grant to members of the Board of Directors
     and consultants of nonqualified stock options. A total of 459,490 shares of
     the  Company's  Common Stock may be issued under the 1984 Plan  pursuant to
     the exercise of options.  All stock options must have an exercise  price of
     not less than the market value of the shares on the date of grant.  Options
     will  be  exercisable  over  a  period  of  time  to be  designated  by the
     administrators  of the 1984 Plan (but not more than 10 years  from the date
     of grant) and will be subject to such  other  terms and  conditions  as the
     administrators may determine. The 1984 Plan terminates in December 2005.

     In 1997, the Company's AngioDynamics subsidiary adopted a Stock Option Plan
     (the "1997 Plan"). The 1997 Plan provides for the grant to key employees of
     both nonqualified  stock options and incentive stock options and to members
     of the Board of Directors and consultants of nonqualified  stock options. A
     total of 136.36 shares of AngioDynamics' Class B Common Stock may be issued
     under the 1997 Plan pursuant to the exercise of options.  All stock options
     must have an exercise price of not less than the market value of the shares
     on the date of grant.  Options will be exercisable over a period of time to
     be designated by the  administrators of the 1997 Plan (but not more than 10
     years from the date of grant)  and will be subject to such other  terms and
     conditions as the administrators may determine. The 1997 Plan terminates in
     March 2007. As a result of the 1997 Plan, the Company's  equity interest in
     AngioDynamics may become diluted by as much as 12%.

     In accordance with SFAS No. 123, "Accounting for Stock-Based Compensation,"
     the Company  elected to continue  to account for  stock-based  compensation
     using the "intrinsic  value" method under the guidelines of APB Opinion No.
     25,  "Accounting  for Stock  Issued to  Employees"  as opposed to the "fair
     value" method contained in SFAS 123.  Accordingly,  no compensation expense
     has been  recognized  under these plans  concerning  options granted to key
     employees  and to members of the Board of  Directors,  as such options were
     granted  to Board  members in their  capacity  as  Directors.  Compensation
     expense of $5,000, $5,000 and $7,000 in 2000, 1999 and 1998,  respectively,
     was recognized under these plans for options granted to consultants.


                                      -57-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE M - COMMON STOCK (continued)

     If the Company had elected to recognize compensation expense based upon the
     fair value at the grant date for options  granted  under these plans to key
     employees  and to members of the Board of  Directors,  consistent  with the
     methodology  prescribed  by SFAS 123, the  Company's pro forma net earnings
     (loss) and earnings (loss) per common share would be as follows:

                                            2000           1999           1998
                                           ------         ------         ------
                                           (in thousands, except per share data)
       Net earnings (loss)
         As reported                       $5,965         $4,797        $(5,967)
         Pro forma                          5,317          4,345         (6,549)

       Basic earnings (loss) per
         common share
           As reported                       $.60           $.48          $(.60)
           Pro forma                          .53            .43           (.66)

       Diluted earnings (loss) per
         common share
           As reported                       $.58           $.47          $(.60)
           Pro forma                          .52            .42           (.66)

     These pro forma  amounts may not be  representative  of future  disclosures
     because they do not take into effect pro forma compensation expense related
     to grants made before 1996.  The fair value of options was estimated at the
     date of  grant  using  the  Black-Scholes  option-pricing  model  with  the
     following   weighted-average   assumptions   for   2000,   1999  and  1998,
     respectively:  dividend yields of zero for all years;  expected  volatility
     ranging  from  44.59% to 48.65% in 2000,  from 41.32% to 48.90% in 1999 and
     from 43.89% to 47.30% in 1998;  risk-free interest rates ranging from 5.99%
     to 6.89% in 2000,  from  4.78% to 5.98% in 1999 and from  5.61% to 6.35% in
     1998; and expected terms ranging from 5 to 9 1/2 years for all years.


                                      -58-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE M - COMMON STOCK (continued)

     A summary of the status of the  Company's  stock option plans as of June 3,
     2000,  May 29, 1999 and May 30, 1998,  and changes for the three years then
     ended, is presented below:

<TABLE>
<CAPTION>
                                       2000                         1999                          1998
                              ----------------------       ----------------------        ---------------------
                                            Weighted                     Weighted                     Weighted
                                            -Average                     -Average                     -Average
                              Shares        Exercise       Shares        Exercise        Shares       Exercise
                              (000)          Price         (000)          Price          (000)         Price
                              ------        --------       ------        --------        ------       --------
<S>                            <C>           <C>            <C>            <C>            <C>            <C>
    1983 Plan
    ---------
    Outstanding at
      beginning of year          973          $ 4.99        1,002          $ 4.94         1,115          $4.90
    Granted                      472          $ 7.45           33          $ 5.83
    Exercised                   (144)         $ 5.42          (56)         $ 4.22          (107)         $4.48
    Forfeited                    (12)         $ 4.75           (3)         $ 6.23            (5)         $7.01
    Expired                                                    (3)         $10.68            (1)         $8.74
                               -----                        -----                         -----
    Outstanding at
      end of year              1,289          $ 5.84          973          $ 4.99         1,002          $4.94
                               =====                        =====                         =====

    Options exercisable
      at year-end                796          $ 4.89          940          $ 4.96           995          $4.91

    Weighted-average
      fair value of
      options granted
      during the year                         $ 3.66                       $ 2.59

    1984 Plan
    ---------
    Outstanding at
      beginning of year          301          $ 5.54          304          $ 5.51           305          $5.60
    Granted                        6          $ 6.50            6          $ 5.00             6          $5.88
    Exercised                    (12)         $ 3.75           (9)         $ 4.22
    Forfeited                     (2)         $ 8.58
    Expired                      (12)         $ 9.55                                         (7)         $9.53
                                 ---                          ---                           ---
    Outstanding at
      end of year                281          $ 5.44          301          $ 5.54           304          $5.51
                                 ===                          ===                           ===

    Options exercisable
      at year-end                275          $ 5.42          289          $ 5.55           293          $5.47

    Weighted-average
      fair value of
      options granted
      during the year                         $ 3.24                       $ 2.36                        $2.72
</TABLE>


                                      -59-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE M - COMMON STOCK (continued)

<TABLE>
<CAPTION>
                                             2000                          1999                           1998
                                    ----------------------        ----------------------         ---------------------
                                                  Weighted                      Weighted                      Weighted
                                                  -Average                      -Average                      -Average
                                    Shares        Exercise        Shares        Exercise         Shares       Exercise
                                    (000)          Price          (000)          Price           (000)         Price
                                    ------        --------        ------        --------         ------       --------
<S>                                 <C>            <C>            <C>            <C>             <C>           <C>
        1997 Plan
        ---------
        Outstanding at
          beginning of year         129.15         $40,000        130.00         $40,000         122.39        $80,000
        Granted                       8.18         $40,000          1.93         $40,000         140.62        $43,022
        Forfeited                    (1.19)        $40,000         (2.78)        $40,000        (133.01)       $80,000
                                    ------                        ------                         ------
        Outstanding at
          end of year               136.14         $40,000        129.15         $40,000         130.00        $40,000
                                    ======                        ======                         ======

        Options exercisable
          at year-end                 None                          None                           None

        Weighted-average
          fair value of
          options granted
          during the year                          $26,427                       $26,480                       $24,877
</TABLE>

     The following information applies to options outstanding and exercisable at
     June 3, 2000:

<TABLE>
<CAPTION>
                                                  Outstanding                                 Exercisable
                                   -------------------------------------------          -----------------------
                                                   Weighted-
                                    Number          Average         Weighted-           Number        Weighted-
                                     Out-          Remaining         Average             Exer-         Average
           Range of                standing         Life in          Exercise           cisable       Exercise
        Exercise Prices             (000)            Years             Price             (000)          Price
        ---------------            --------        ---------         ---------          -------       ---------
<S>                                   <C>             <C>              <C>                <C>           <C>
           1983 Plan
           ---------
         $3.66 to $5.39                 702           3.94             $4.42              702            $4.42
         $5.63 to $6.00                 204           9.00             $5.66               11            $5.83
        $8.50 to $10.13                 383           8.93             $8.56               83            $8.78
                                      -----                                               ---

                                      1,289                                               796
                                      =====                                               ===

           1984 Plan
           ---------
         $3.66 to $5.49                 199           4.53             $4.20              199            $4.20
         $5.88 to $8.58                  64           5.54             $7.74               58            $7.86
        $9.58 to $12.49                  18           6.12            $10.99               18           $10.99
                                        ---                                               ---

                                        281                                               275
                                        ===                                               ===
</TABLE>

     On June 3, 2000, there remained  531,271,  115,385 and .23 shares available
     for granting of options under the 1983, 1984 and 1997 Plans, respectively.

     Options granted prior to the Company's recapitalization on October 26, 1992
     are  exercisable  one-half in Class A Common  Stock and one-half in Class B
     Common Stock. Options granted after the recapitalization are exercisable in
     Class B Common Stock.


                                      -60-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE M - COMMON STOCK (continued)

     On May 5, 1998, the Company's Board of Directors  approved the repricing of
     all outstanding stock options  previously  granted under the 1997 Plan. The
     repricing  provided for the exercise  price of 128.41 options to be reduced
     from $80,000 per share to $40,000 per share, to reflect current fair value.
     The repricing did not affect the term or vesting period of the options.

     In 1985, the Company adopted an Employee Stock Purchase Plan (the "Employee
     Plan").  The  Employee  Plan  provides for the purchase by employees of the
     Company's  Class B Common Stock at a discounted  price of 85% of the market
     value of the shares on the date of purchase.  A total of 150,000  shares of
     the Company's  Class B Stock may be purchased under the Employee Plan which
     terminates on September 30, 2002.  During 2000,  employees  purchased 1,275
     shares,  at  $4.46  per  share.  Total  proceeds  received  by the  Company
     approximated $6,000.

     On January 23, 1998, the Board of Directors declared a 3% stock dividend on
     shares of Class A and Class B Common Stock.  The dividend,  payable in non-
     voting Class B Stock,  was distributed on March 16, 1998 to shareholders of
     record on February  26,  1998.  Earnings  (loss) per common share have been
     retroactively adjusted to reflect the stock dividends.

     In January 1999, the Board of Directors  authorized the repurchase of up to
     500,000  shares  of the  Company's  Class B Common  Stock  at an  aggregate
     purchase price of up to $2,000,000. In October 1999, the Board modified the
     program to include the Company's  Class A Common Stock.  In February  2000,
     the Board further  modified the program to increase the aggregate  purchase
     price of Class A and Class B Common Stock by an additional  $2,000,000.  As
     of June 3, 2000,  the  Company  had  repurchased  38,145  shares of Class A
     Common Stock and 313,748  shares of Class B Common Stock for  approximately
     $2,503,000.


NOTE N - RELATED PARTIES

     During  1998,  the  Company   entered  into  split  dollar  life  insurance
     arrangements  with a key executive  (including  his spouse) and a principal
     shareholder  (the  "insureds").  On an  annual  basis,  the  Company  makes
     interest bearing advances of approximately  $100,000 per insured toward the
     cost of such life  insurance  policies.  Interest on the  advances is to be
     paid to the Company annually by the insureds.  Under collateral  assignment
     agreements,  the  proceeds  from  the  policies  will  first be paid to the
     Company to repay the advances it made. If the policies are terminated prior
     to the death of the  insured,  the  Company  will be  entitled  to the cash
     surrender  value of the policies at that time,  and any  shortfall  between
     that  amount and the amount of the  advances  made by the  Company  will be
     repaid to the Company by the insureds.  At June 3, 2000, the cash surrender
     value of such  policies  aggregated  $474,000.  At June 3, 2000 and May 29,
     1999, advances of $600,000 and $400,000,  respectively, are recorded in the
     consolidated balance sheets under the caption "Other Assets".


                                      -61-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE N - RELATED PARTIES (continued)

     The Company had an unsecured,  two-year  interest  bearing note  receivable
     from  an   executive   officer  in  the   principal   amount  of  $320,000.
     Approximately  $297,000 of this note  receivable  was  satisfied in October
     1999, while the remaining portion was satisfied during June 2000.

     Several directors provided  consulting services to the Company during 2000,
     1999  and  1998.  Fees  for  such  services,  including  fees  relating  to
     attendance at directors' meetings,  were approximately  $446,000,  $258,000
     and $298,000 during 2000, 1999 and 1998, respectively.


NOTE O - OPERATING SEGMENT, GEOGRAPHIC AREA OPERATIONS AND CONCENTRATION OF
         CREDIT RISK

     In 1999, the Company adopted SFAS No. 131,  "Disclosures  about Segments of
     an  Enterprise  and  Related  Information".  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 has adopted the new requirements retroactively.

     The  Company is  engaged  in the  manufacture  and  distribution  of a wide
     variety of  products  which are  classified  into two  operating  segments:
     Diagnostic  products  and  AngioDynamics   products.   Diagnostic  products
     encompass both contrast systems,  consisting of barium sulfate formulations
     and related medical devices used in X-ray, CT-scanning,  ultrasound and MRI
     imaging  examinations,  and non-contrast  systems,  including  radiological
     medical   devices,   custom  contract   pharmaceuticals,   gastrointestinal
     cleansing  laxatives,  X-ray protection  equipment,  and immunoassay tests.
     AngioDynamics  products include  angiographic,  thrombolytic,  image-guided
     vascular access, angioplasty,  stents, and drainage medical devices used in
     the interventional  radiology  marketplace.  The Company's primary business
     activity is conducted with radiologists and hospitals,  located  throughout
     the U.S. and abroad, through numerous distributors.  The Company's exposure
     to  credit  risk is  dependent,  to a  certain  extent,  on the  healthcare
     industry.  The Company performs ongoing credit evaluations of its customers
     and  does  not   generally   require   collateral;   however,   in  certain
     circumstances,   the  Company  may  require  letters  of  credit  from  its
     customers.

     In 2000,  there were two  customers  to whom sales of  Diagnostic  products
     represented  18% and 12%,  respectively.  In 1999 and  1998,  there was one
     customer to whom sales of Diagnostic  products  represented  17% and 15% of
     total sales, respectively. Approximately 21% and 14% of accounts receivable
     pertained  to these  customers  at June 3,  2000 and  approximately  20% of
     accounts receivable pertained to this customer at May 29, 1999.

     The Company's chief operating decision maker utilizes operating segment net
     earnings  (loss)  information in assessing  performance  and making overall
     operating  decisions and resource  allocations.  The accounting policies of
     the  operating  segments are the same as those  described in the summary of
     significant  accounting policies.  Information about the Company's segments
     is as follows:


                                      -62-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE O - OPERATING SEGMENT, GEOGRAPHIC AREA OPERATIONS AND CONCENTRATION OF
         CREDIT RISK (continued)

<TABLE>
<CAPTION>
    Operating Segments                                 2000                 1999                 1998
    ------------------                                ------               ------               ------
                                                                       (in thousands)
<S>                                                 <C>                  <C>                  <C>
       Net sales to external customers
         Diagnostic products
           Contrast systems                         $  65,050            $  60,366            $  58,474
           Non-contrast systems                        27,082               26,554               25,001
                                                     --------             --------             --------

           Total Diagnostic products                   92,132               86,920               83,475
         AngioDynamics products                        19,961               20,259               19,409
                                                     --------             --------             --------

       Total net sales to external
         customers                                  $ 112,093            $ 107,179            $ 102,884
                                                     ========             ========             ========

       Intersegment net sales
         Diagnostic products                        $       2            $      36            $      91
         AngioDynamics products                         1,063                  503                  483
                                                     --------             --------             --------

       Total intersegment net sales                 $   1,065            $     539            $     574
                                                     ========             ========             ========

       Interest income
         Diagnostic products                        $   1,708            $   1,475            $   1,269
         AngioDynamics products                            12                   16                   20
         Eliminations                                  (1,004)                (986)                (597)
                                                     --------             --------             --------

       Total interest income                        $     716            $     505            $     692
                                                     ========             ========             ========

       Interest expense
         Diagnostic products                        $     252            $     263            $     340
         AngioDynamics products                         1,005                  986                  951
         Eliminations                                  (1,004)                (986)                (597)
                                                     --------             --------             --------

       Total interest expense                       $     253            $     263            $     694
                                                     ========             ========             ========

       Depreciation and amortization
         Diagnostic products                        $   2,124            $   2,125            $   2,361
         AngioDynamics products                           679                  704                  954
                                                     --------             --------             --------

       Total depreciation and amortization          $   2,803            $   2,829            $   3,315
                                                     ========             ========             ========

       Equity in losses of affiliate
         Diagnostic products                        $    --              $     225            $     219
                                                     --------             --------             --------

       Total equity in losses of affiliate          $    --              $     225            $     219
                                                     ========             ========             ========

       Income tax provision (benefit)
         Diagnostic products                        $   3,566            $   2,419            $   1,198
         AngioDynamics products                          (297)                (545)                (765)
                                                     --------             --------             --------

       Total income tax provision                   $   3,269            $   1,874            $     433
                                                     ========             ========             ========
</TABLE>


                                      -63-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE O - OPERATING SEGMENT, GEOGRAPHIC AREA OPERATIONS AND CONCENTRATION OF
         CREDIT RISK (continued)

<TABLE>
<CAPTION>
    Operating Segments (continued)                    2000                 1999                 1998
    ------------------------------                  --------              -------              -------
                                                                       (in thousands)
<S>                                                 <C>                  <C>                  <C>
       Net earnings (loss)
         Diagnostic products                        $   7,328            $   5,960            $   1,623
         AngioDynamics products                        (1,416)              (1,158)              (7,568)*
         Eliminations                                      53                   (5)                 (22)
                                                     --------             --------             --------

       Total net earnings (loss)                    $   5,965            $   4,797            $  (5,967)
                                                     ========             ========             ========

       Other significant noncash items
         Diagnostic products
           Impairment of investment in
             affiliate                              $     -              $     896            $     -
         AngioDynamics products
           Impairment of long-lived assets                -                    -                  4,121
                                                     --------             --------             --------

       Total other significant noncash
         items                                      $     -              $     896            $   4,121
                                                     ========             ========             ========

       Assets
         Diagnostic products                        $ 111,046            $ 107,027            $  99,846
         AngioDynamics products                        17,573               17,922               19,631 *
         Eliminations                                 (29,534)             (28,890)             (28,771)
                                                     --------             --------             --------

       Total assets                                 $  99,085            $  96,059            $  90,706
                                                     ========             ========             ========

       Capital expenditures
         Diagnostic products                        $   2,813            $   1,831            $   1,745
         AngioDynamics products                           393                  376                  152
                                                     --------             --------             --------

       Total capital expenditures                   $   3,206            $   2,207            $   1,897
                                                     ========             ========             ========

       Investment in affiliate
         Diagnostic products                        $     -              $     -              $   1,121
                                                     --------             --------             --------

       Total investment in affiliate                $     -              $     -              $   1,121
                                                     ========             ========             ========
</TABLE>

* Includes an impairment charge of $4,121,000 (see Note C).


                                      -64-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE O - OPERATING SEGMENT, GEOGRAPHIC AREA OPERATIONS AND CONCENTRATION OF
         CREDIT RISK (continued)

     Geographic Areas
     ----------------

     The  following  geographic  area data  includes net sales  generated by and
     long-lived assets employed in operations located in each area:

<TABLE>
<CAPTION>
                                                     2000                  1999                 1998
                                                    -------               -------              -------
                                                                       (in thousands)
<S>                                                 <C>                  <C>                  <C>
         Net sales
           U.S. operations                          $  94,271            $  89,200            $  85,014
           International operations:
             Canada                                    23,671               22,735               20,321
             Other                                     12,697               12,226               13,932
           Eliminations                               (18,546)             (16,982)             (16,383)
                                                     --------             --------             --------

         Total net sales                             $112,093             $107,179             $102,884
                                                      =======              =======              =======

         Long-lived assets
           U.S. operations                            $13,727              $14,154              $14,752
           International operations:
             Canada                                     6,526                5,672                5,745
             Other                                      4,026                4,251                4,412
                                                     --------             --------              -------

         Total long-lived assets                      $24,279              $24,077              $24,909
                                                      =======              =======              =======
</TABLE>

NOTE P - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

     Quarterly results of operations during 2000 and 1999 were as follows:

                                                        2000
                                   ---------------------------------------------
                                    First       Second       Third       Fourth
                                   quarter      quarter     quarter      quarter
                                   -------      -------     -------      -------
                                       (in thousands, except per share data)

    Net sales                      $27,197      $27,973     $25,752      $31,171
    Gross profit                    12,083       13,234      11,105       14,043
    Net earnings                     1,798        1,817         516        1,834
    Earnings per common share
      Basic (1)                        .18          .18         .05          .18
      Diluted (1)                      .18          .18         .05          .18


                                      -65-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 3, 2000, May 29, 1999 and May 30, 1998


NOTE P - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (continued)

                                                      1999
                                   ---------------------------------------------
                                    First       Second       Third       Fourth
                                   quarter      quarter     quarter      quarter
                                   -------      -------     -------      -------
                                       (in thousands, except per share data)

    Net sales                      $25,665      $26,508     $26,618      $28,388
    Gross profit                    10,669       11,538      11,192       11,758
    Net earnings                     1,470        1,528         959          840
    Earnings per common share
      Basic                            .15          .15         .10          .08
      Diluted (1)                      .14          .15         .09          .08

     (1)  The sum of the quarters does not equal the fiscal year due to rounding
          and changes in the calculation of weighted average shares.


NOTE Q - SUBSEQUENT EVENT

     On July 27, 2000, AngioDynamics entered into two agreements to sell all the
     capital stock of AngioDynamics Ltd., a wholly-owned subsidiary, and certain
     other  assets  to  AngioDynamics  Ltd.'s  management.  AngioDynamics  Ltd.,
     located  in  Ireland,   manufactured   cardiovascular   and  interventional
     radiology  products.  The aggregate  consideration  paid was  $3,250,000 in
     cash. The sale was the culmination of AngioDynamics'  strategic decision to
     exit the cardiovascular  market and to focus entirely on the interventional
     radiology  marketplace.  The gain  resulting  from  this  sale  will not be
     material  to the  financial  position  and  results of  operations  for the
     quarter  ended  September 2, 2000.  Further,  AngioDynamics  entered into a
     manufacturing  agreement,  a distribution agreement and a royalty agreement
     with the buyer. Under the two-year manufacturing  agreement, the buyer will
     be  manufacturing  certain   interventional   radiology  products  sold  by
     AngioDynamics.


                                      -66-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                 (in thousands)

<TABLE>
<CAPTION>
    Column A                    Column B                  Column C                    Column D         Column E
    --------                    --------                  --------                    --------         --------
                                                         Additions
                                                ----------------------------
                                                    (1)              (2)
                                Balance                           Charged to                            Balance
                                  at            Charged to          other                               at end
                               beginning        costs and         accounts-         Deductions-          of
   Description                 of period         expenses          describe           describe          period
   -----------                 ---------        ----------        ----------        -----------         -------
<S>                             <C>                <C>                                <C>               <C>
Fifty-two weeks
  ended May 30, 1998

Allowance for
  doubtful accounts....           $930             $286                                $68 (a)          $1,148
                                   ===              ===                                 ==               =====

Fifty-two weeks
  ended May 29, 1999

Allowance for
  doubtful accounts....         $1,148             $250                               $370 (a)          $1,028
                                 =====              ===                                ===               =====

Fifty-three weeks
  ended June 3, 2000

Allowance for
  doubtful accounts....         $1,028              $37                               $212 (a)            $853
                                 =====               ==                                ===                 ===
</TABLE>

(a) Amounts written off as uncollectible.


                                      -67-