UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K


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

                     For the fiscal year ended  June 2, 2001
                                               --------------

                                       OR

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

                        For the transition period from          to
                                                      ---------    ----------

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

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

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


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

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

Securities registered pursuant to Section 12(b) of the Act:

         Title of each class           Name of each exchange on which registered

Class A Common Stock, par value $.10          American Stock Exchange
Class B Common Stock, par value $.10          American Stock Exchange

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 ]


                                       -1-
<PAGE>


The aggregate  market value of the  registrant's  voting Class A and  non-voting
Class B Common Stock held by non-affiliates on August 3, 2001 was $35,572,000.

As of August 3, 2001, there were 4,011,140  shares of the  registrant's  Class A
Common Stock outstanding and 5,842,114 shares of the registrant's Class B Common
Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions  of  the  Proxy  Statement  for  registrants  2001  Annual  Meeting  of
Stockholders  to be held October 30, 2001 are  incorporated by reference in Part
III of this Form 10-K Report.


                                       -2-
<PAGE>


                          E-Z-EM, Inc. and Subsidiaries

                                      INDEX

                                                                          Page
                                                                          ----
Part I:
-------

     Item l.  Business                                                      4

     Item 2.  Properties                                                   15

     Item 3.  Legal Proceedings                                            15

     Item 4.  Submission of Matters to a Vote of Security Holders          15


Part II:
--------

     Item 5.  Market for Registrant's Common Equity and Related
              Stockholder Matters                                          16

     Item 6.  Selected Financial Data                                      17

     Item 7.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations                          18

     Item 7A. Quantitative and Qualitative Disclosures About
              Market Risk                                                  23

     Item 8.  Financial Statements and Supplementary Data                  24

     Item 9.  Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure                          24


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

     Item 10. Directors and Executive Officers of the Registrant           25

     Item 11. Executive Compensation                                       28

     Item 12. Security Ownership of Certain Beneficial Owners
              and Management                                               32

     Item 13. Certain Relationships and Related Transactions               35


Part IV:
--------

     Item 14. Exhibits, Financial Statement Schedules and
              Reports on Form 8-K                                          36


                                       -3-
<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 39 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 marked or 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:  the  electromechanical  injector line,  radiological  medical
devices, custom contract pharmaceuticals,  gastrointestinal cleansing laxatives,
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, decreased 3% during 2001 as compared to 2000 due to lower sales of
contrast systems,  partially offset by increased sales of non-contrast  systems.
The lower sales of contrast  systems  were due, in part,  to the strength of the
U.S. dollar and foreign  currency  exchange rate  fluctuations,  which adversely
affected  the  translation  of European,  Canadian  and  Japanese  sales to U.S.
dollars for financial reporting purposes.

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

     During 2001, AngioDynamics product sales, net of intersegment eliminations,
increased  10% due,  in large  part,  to:  increased  sales of several  products
introduced in 2000, namely  Workhorse(TM) PTA balloon catheters,  Abscession(TM)
fluid drainage catheters,  and VISTAFLEX(TM)  platinum biliary stents; and sales
of OMNIFLEX(TM)


                                       -4-
<PAGE>


stents,  introduced in the third quarter of 2001.  International sales increased
1% despite the Company's exit from the cardiovascular market.

     On July 27, 2000, AngioDynamics sold all the capital stock of AngioDynamics
Ltd., a  wholly-owned  subsidiary,  and certain  other  assets to  AngioDynamics
Ltd.'s  management.   AngioDynamics  Ltd.,  located  in  Ireland,   manufactured
cardiovascular   and   interventional    radiology   products.   The   aggregate
consideration  paid was $3,250,000 in cash. The sale was the  culmination of the
Company's  strategic  decision  to exit the  cardiovascular  market and to focus
entirely on the interventional radiology marketplace.  As a result of this sale,
the Company recognized a pre-tax loss of approximately $872,000 during the first
quarter  of 2001.  The  aforementioned  pre-tax  loss  includes  the  effect  of
previously  unrealized  losses on foreign currency  translation of approximately
$994,000  and  the  write-off  of   approximately   $673,000  in  inventory  and
intangibles  related  to the  cardiovascular  product  line,  both of which were
non-cash charges. Further, AngioDynamics entered into a manufacturing agreement,
a  distribution  agreement  and a royalty  agreement  with the buyer.  Under the
two-year  manufacturing  agreement,  the  buyer  will be  manufacturing  certain
interventional radiology products sold by AngioDynamics.

     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 the electromechanical
injector line,  radiological medical devices,  custom contract  pharmaceuticals,
gastrointestinal  cleansing  laxatives,  and  immunoassay  tests.  AngioDynamics
products  include  angiographic,  image-guided  vascular  access,  thrombolytic,
angioplasty,  stents,  and drainage  medical devices used in the  interventional
radiology marketplace.

     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  the
electromechanical  injector line,  radiological medical devices, custom contract
pharmaceuticals, gastrointestinal cleansing laxatives, 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 39 years ago. For over 85 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


                                       -5-
<PAGE>


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
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  decreased 7% during 2001 as compared to
2000.

     During  2001,   the  Company   introduced  the  first  family  of  contrast
formulations   designed   specifically  for  fluoroscopic   examination  of  the
swallowing process. These products, trade named Varibar(TM), provide consistent,
repeatable  radiographic  results in modified  swallowing  studies.  The Varibar
system provides a range of low-, medium- and  high-viscosity  barium suspensions
needed to evaluate the patient's  ability to swallow liquid and solid  materials
of differing viscosities and volumes.  Disorders of the swallowing mechanism can
range from  minimal  difficulty  swallowing  food and  liquids to  inability  to
swallow without a great risk of aspiration. It is estimated that over 10 million
Americans have some degree of swallowing disorder and this number is expected to
increase substantially with the aging of the U.S. population.

     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:  the  electromechanical  injector line,  radiological  medical
devices, custom contract pharmaceuticals,  gastrointestinal cleansing laxatives,
and immunoassay tests. Sales of non-contrast systems increased 7% during 2001 as
compared to 2000.

     The electromechanical  injector line 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.

     The Company's line of radiological medical devices include entry and biopsy
needles,  trays and ancillary  devices used during a variety of  radiologic  and
ultrasound  procedures,  such as mammography,  amniocentesis and other specialty
procedures.


                                       -6-
<PAGE>


     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.

     During 2001, E-Z-EM Canada entered into two new long-term  agreements,  one
with Bracco Diagnostics Inc. ("Bracco"),  of Princeton, New Jersey, and one with
Vivier Pharma ("Vivier"), of Vaudreuil,  Quebec. The Bracco agreement is for the
manufacturing  of an oral contrast agent,  which Bracco sells  throughout  North
America.  Initial  sales  were made in the fourth  quarter  of 2001.  Vivier has
appointed E-Z-EM Canada as its exclusive manufacturer of products owned and sold
by Vivier, worldwide,  either directly or through its agents. E-Z-EM Canada also
has a right of first refusal for the manufacture of all future products,  either
currently in development or to be developed or acquired by Vivier.  Vivier holds
a leading  position,  with  exclusive  know-how,  related to high potency liquid
vitamin C products, used in anti-aging  cosmeceuticals.  Initial sales have been
made to  Vivier's  International  and North  American  customer  base during the
fourth quarter of 2001.

     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 that  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 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,  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 Diagnostics 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


                                       -7-


<PAGE>


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.

     The Company,  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 direct and through distributors in
the U.S. and through specialty distributors outside the U.S.

     Significant Customers

     Sales to Marconi Medical Systems,  Inc. and Diagnostic  Imaging Inc., which
are  distributors  of the  Company's  Diagnostic  products,  were  17% and  12%,
respectively, of total net sales during 2001.

     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
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.


                                       -8-
<PAGE>


     The  market  leading,  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) controls
airborne blood borne pathogens and the spurting blood flow normally  encountered
in a femoral  arterial  puncture.  The needle has 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.

     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 does not intend to apply for FDA clearance for the CO2Ject.

     Image-Guided Vascular Access Products

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


                                       -9-
<PAGE>


     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.

     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 continues to pursue 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 stents for biliary and peripheral  vascular use, the
VISTAFLEX(TM) and OMNIFLEX(TM), incorporate a platinum linked-looped design. The
VISTAFLEX and OMNIFLEX stents are  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,
thus permitting the use of non-


                                      -10-
<PAGE>


invasive MRI to follow  patients  progress  with the stents in place of the more
invasive fluoroscopic imaging that other stents require.

     The  VISTAFLEX and OMNIFLEX  stents for the treatment of biliary  stricture
are cleared for sale 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   and   OMNIFLEX   are  marketed
internationally for peripheral vascular and biliary stricture applications.  The
VISTAFLEX and OMNIFLEX for peripheral  vascular  applications  have 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

     The  Company  markets  a 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.
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,  syringes and radiological  medical
devices,  such as biopsy  needles and trays,  are marketed to  radiologists  and
hospitals in the U.S. through  approximately 150  distributors,  supported by 38
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  Diagnostic  products  are also  marketed
through 152 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,  Sweden, Germany,  Australia and Austria.
Foreign  distributors are generally  granted exclusive  distribution  rights and
some hold governmental  product  registrations in their names. 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 27 direct sales employees,  while
the  international  marketing  effort  is  conducted  through  51  distributors,
including three wholly-owned  subsidiaries.  Foreign  distributors are generally
granted exclusive distribution rights on a country-by-country basis.


                                      -11-
<PAGE>


     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 Mallinckrodt
Inc., a  wholly-owned  subsidiary  of Tyco  International  Ltd., 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, 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


                                      -12-
<PAGE>


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  Director
and  40  employees,   the  Company  has  consulting  arrangements  with  various
physicians   who  assist   through  their   independent   research  and  product
development.  Research and development expenditures totaled $5,391,000, or 5% of
net sales,  in 2001, as compared to $4,880,000,  or 4% of net sales, in 2000 and
$4,847,000,  or 4% of net sales,  in 1999. 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
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,  in general, are secret until eighteen months
after filing 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


                                      -13-
<PAGE>


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 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  896  persons,  190 of whom are  covered  by  various
collective bargaining  agreements.  Collective bargaining agreements covering 80
and 106 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 31% of its sales from customers  outside the U.S.
during 2001.  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 318 persons  involved in the developing,  manufacturing
and  marketing of products  internationally.  The  Company's  product  lines are
marketed through  approximately 184 foreign distributors to 82 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.


                                      -14-
<PAGE>


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  Diagnostic products,  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.


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

     None.


                                      -15-
<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.

                                                    Class A           Class B
                                                 -------------     -------------
                                                  High    Low       High    Low
                                                 ------  -----     ------  -----

     Fifty-two weeks ended June 2, 2001
     ----------------------------------

     First Quarter.....................          $8.00   $6.00     $7.38   $5.75
     Second Quarter....................           8.13    6.13      7.88    6.25
     Third Quarter.....................           6.25    5.25      6.25    4.75
     Fourth Quarter....................           5.69    5.10      5.70    4.00

     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

     As of August 3, 2001 there were 166 and 304 record holders of the Company's
Class A and Class B Common Stock, respectively.

     During fiscal 2001, 2000 and 1999, no dividends were declared.  The Company
will continue to evaluate its dividend  policy 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 November 1, 2000, 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:  Michael A. Davis, Paul S. Echenberg,  James
L. Katz,  Donald A. Meyer,  David P. Meyers 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.


                                      -16-
<PAGE>


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


<TABLE>
<CAPTION>

                                Fifty-two   Fifty-three            Fifty-two weeks ended
                               weeks ended  weeks ended     ---------------------------------
                                June 2,       June 3,       May 29,       May 30,      May 31,
                                 2001          2000          1999          1998#        1997
                                ------        ------        ------        ------       ------
                                             (in thousands, except per share data)

<S>                           <C>           <C>           <C>           <C>           <C>
Income statement data:
  Net sales (1)...........    $113,286      $113,868      $109,054      $104,652      $98,770
  Gross profit (1)........      45,692        47,805        42,677        35,042       34,257
  Operating profit (loss).       3,525         8,599         7,242        (5,351)      (4,911)
  Earnings (loss) before
    income taxes..........       3,637         9,234         6,671        (5,534)      (4,530)
  Net earnings (loss).....       3,286         5,965         4,797        (5,967)      (3,208)
  Earnings (loss) per
     common share
      Basic (2)...........         .33           .60           .48          (.60)        (.33)
      Diluted (2).........         .32           .58           .47          (.60)        (.33)
  Weighted average common
    shares
      Basic (2)...........       9,881        10,013        10,077         9,952        9,871
      Diluted (2).........      10,145        10,314        10,314         9,952        9,871


<CAPTION>
                                June 2,       June 3,       May 29,       May 30,      May 31,
                                 2001          2000          1999          1998         1997
                                ------        ------        ------        ------       ------
                                                        (in thousands)

<S>                            <C>           <C>           <C>           <C>          <C>
Balance sheet data:
  Working capital.........     $56,184       $51,434       $48,430       $41,597      $43,115
  Cash, certificates of
    deposit and short-
    term debt and equity
    securities............      18,139        13,634        13,289         8,129       15,475
  Total assets............      97,455        99,085        96,059        90,706      100,720
  Long-term debt, less
    current maturities....         408           453           477           606          842
  Stockholders' equity....      81,004        80,034        75,291        71,223       77,244
</TABLE>

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

#    Includes the impairment charge of $4,121,000 relating to certain long-lived
     assets  pertaining  to the  acquisition  of Leocor,  Inc.,  a  wholly-owned
     subsidiary of AngioDynamics, Inc.

(1)  Retroactively  restated to reflect the  reclassifications of freight billed
     to customers and related freight costs described in Note A.

(2)  Retroactively  restated to reflect  the total  shares  issued  after the 3%
     stock dividends declared in 1998 and 1997.


                                      -17-
<PAGE>


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

     The Company's  fiscal year ended June 2, 2001 represents  fifty-two  weeks,
the fiscal year ended June 3, 2000 represents  fifty-three  weeks and the fiscal
year ended May 29, 1999 represents 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 the electromechanical injector
line,   radiological   medical   devices,   custom   contract   pharmaceuticals,
gastrointestinal  cleansing laxatives,  and immunoassay tests. Contrast systems,
which  constitute the Company's core business and the majority of the Diagnostic
products  segment,  accounted  for 54% of net sales for 2001, as compared to 58%
for 2000 and 56% for 1999.  Non-contrast  system sales  accounted for 26% of net
sales for 2001, as compared to 24% for 2000 and 25% for 1999. The  AngioDynamics
products operating segment, which includes angiographic  products,  image-guided
vascular access products,  thrombolytic products,  angioplasty products, stents,
and  drainage  products  used  in  the  interventional   radiology  marketplace,
accounted for 20% of net sales for 2001, as compared to 18% for 2000 and 19% for
1999.

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

<S>                                    <C>             <C>            <C>        <C>
Fifty-two weeks ended June 2, 2001
----------------------------------

 Unaffiliated customer sales           $90,610         $22,676           -       $113,286
 Intersegment sales                          1             714        ($715)          -
 Gross profit (loss)                    34,770          10,972          (50)       45,692
 Operating profit (loss)                 3,865            (290)         (50)        3,525

Fifty-three weeks ended June 3, 2000
------------------------------------

 Unaffiliated customer sales           $93,162         $20,706           -       $113,868
 Intersegment sales                          2           1,063      ($1,065)          -
 Gross profit                           37,896           9,858           51        47,805
 Operating profit (loss)                 9,285            (739)          53         8,599

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

 Unaffiliated customer sales           $88,086         $20,968           -       $109,054
 Intersegment sales                         36             503        ($539)          -
 Gross profit (loss)                    33,656           9,046          (25)       42,677
 Operating profit (loss)                 8,237            (990)          (5)        7,242
</TABLE>

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

     Diagnostic segment operating results for 2001 declined by $5,420,000 due to
decreased  sales and gross profit and increased  operating  expenses.  Net sales
decreased  3%,  or  $2,552,000,  due to  lower  sales  of  contrast  systems  of
$4,543,000,  partially  offset by  increased  sales of  non-contrast  systems of
$1,991,000.  The lower  sales of  contrast  systems  were due,  in part,  to the
strength of the U.S.  dollar and foreign  currency  exchange rate  fluctuations,
which  adversely  affected the  translation  of European,  Canadian and Japanese
sales  to  U.S.  dollars  for  financial  reporting  purposes.  Price  increases
accounted for  approximately 1% of net sales for 2001. Gross profit expressed as
a  percentage  of net  sales  declined  to 38% for  2001,  from 41% for 2000 due
primarily to


                                      -18-
<PAGE>


decreased production throughput and severance costs of $332,000,  resulting from
operational  reorganizations.  Increased  operating  expenses of $2,294,000 were
attributable to: i) the reorganization of operations which resulted in severance
and  facility  relocation  expenses of  $554,000;  ii) an  impairment  charge of
$450,000  relating  to  acquired  patent  rights to an oral  magnetic  resonance
imaging contrast agent;  iii) the expansion of the domestic sales force; and iv)
increased administrative and research & development ("R&D") expenses.

     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  $5,076,000,  due to  price
increases and increased demand for contrast systems.  Price increases  accounted
for  approximately  4% of net  sales  for  2000.  Gross  profit  expressed  as a
percentage  of net  sales  improved  to 41% for  2000,  from  38% for  1999  due
primarily to sales price increases.  Increased  operating expenses of $3,192,000
can be attributed to increased S&A expenses, resulting, in part, from investment
in new product introductions and selling and marketing initiatives.

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

     AngioDynamics  segment  operating  results  for  2001,  which  improved  by
$449,000,  were adversely affected by the sale of AngioDynamics  Ltd., a wholly-
owned  subsidiary,  and certain other  assets.  AngioDynamics  Ltd.,  located in
Ireland,  manufactured cardiovascular and interventional radiology products. The
sale  was the  culmination  of the  Company's  strategic  decision  to exit  the
cardiovascular  market and to focus  entirely  on the  interventional  radiology
marketplace.  As a result of this sale, the Company recognized a pre-tax loss of
approximately $872,000 during 2001. The aforementioned pre-tax loss includes the
effect of  previously  unrealized  losses on  foreign  currency  translation  of
approximately  $994,000 and the write-off of approximately $673,000 in inventory
and intangibles  related to the cardiovascular  product line, both of which were
non-cash charges.

     Excluding  the  loss  on  sale,  AngioDynamics  segment  operating  results
improved by $1,321,000  due to increased  sales and improved  gross profit.  Net
sales increased 10%, or $1,970,000,  due, in large part, to:  increased sales of
several products introduced in 2000, namely Workhorse(TM) PTA balloon catheters,
Abscession(TM)  fluid drainage  catheters,  and  VISTAFLEX(TM)  platinum biliary
stents;  and sales of  OMNIFLEX(TM)  stents,  introduced in the third quarter of
2001.  International  sales  increased  1% despite the  Company's  exit from the
cardiovascular  market.  Gross profit  expressed  as a  percentage  of net sales
improved to 47% for 2001,  as compared to 45% for 2000 due  primarily to reduced
unabsorbed  overhead costs,  resulting from the sale of the Irish facility,  and
increased production throughput at the Queensbury facility.

     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 $262,000, due primarily to reduced international sales of
$1,225,000,  partially  offset by  increased  domestic  sales of  $963,000.  The
international  sales decline  resulted,  in large part,  from a decline in stent
sales.  The  domestic  sales  improvement  resulted  from sales of  several  new
products, namely Abscession fluid drainage catheters, VISTAFLEX platinum biliary
stents, and Workhorse PTA balloon catheters, introduced in the second quarter of
2000.  Gross profit  expressed as a percentage of net sales  improved to 45% for
2000,  as compared to 42% for 1999 due  primarily  to  decreased  provision  for
inventory  reserves of $727,000.  Increased  operating expenses of $561,000 were
primarily due to an expansion of the domestic sales force.

     Certain  financial  information,  including  net  sales,  depreciation  and
amortization, net earnings (loss), assets and capital expenditures attributable


                                      -19-
<PAGE>


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  $3,286,000,  or $.33 and $.32 per
common share on a basic and diluted basis,  respectively,  for 2001, as compared
to net earnings of $5,965,000,  or $.60 and $.58 per common share on a basic and
diluted basis,  respectively,  for 2000, and net earnings of $4,797,000, or $.48
and $.47 per common share on a basic and diluted basis, respectively,  for 1999.
Results for 2001 were adversely  affected by decreased sales and gross profit in
the Diagnostic segment and several events,  totaling pre-tax charges aggregating
$2,774,000. These events consisted of: i) the reorganization of operations which
resulted in severance and facility relocation expenses of $886,000; ii) the loss
on sale of AngioDynamics Ltd. and related assets of $872,000; iii) an impairment
charge of  $566,000  relating to the  Company's  investment  in Cedara  Software
Corporation; and iv) the Diagnostic asset impairment charge of $450,000. Results
for 2001 were favorably  affected by the Company's  reversal of a portion of its
income tax valuation  allowance  against certain domestic tax benefits  totaling
$1,344,000,  since it is now more  likely  than not that such  benefits  will be
realized.

     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.

     Net sales  decreased  1%,  or  $582,000,  to  $113,286,000  for  2001,  and
increased 4%, or $4,814,000,  to $113,868,000  for 2000. Net sales for 2001 were
adversely  affected by lower sales of contrast systems of $4,543,000,  partially
offset  by  increased   sales  of   non-contrast   systems  of  $1,991,000   and
AngioDynamics  products of $1,970,000.  The lower sales of contrast systems were
due, in part, to the strength of the U.S. dollar and foreign  currency  exchange
rate  fluctuations,  which  adversely  affected  the  translation  of  European,
Canadian and Japanese sales to U.S.  dollars for financial  reporting  purposes.
Price increases  accounted for approximately 1% of net sales for 2001. Net sales
for 2000 were  favorably  affected by  increased  sales of  contrast  systems of
$4,535,000, resulting from price increases and increased demand. Price increases
accounted for approximately 3% of net sales for 2000.

     Net sales in international markets, including direct exports from the U.S.,
decreased 5%, or $1,866,000, to $35,619,000 for 2001 and increased less than 1%,
or $56,000,  to $37,485,000  for 2000. The decline for 2001 was due to decreased
sales of contrast systems of $2,778,000,  partially offset by increased sales of
non-contrast systems of $872,000 and AngioDynamics products of $40,000. Sales of
contrast  systems were adversely  impacted by: the strength of the U.S.  dollar;
foreign  currency  exchange  rate  fluctuations,  which  adversely  affected the
translation  of  European,  Canadian  and  Japanese  sales to U.S.  dollars  for
financial reporting purposes;  and increased competitive pressures in Japan. The
improvement  for  2000  was  due to  increased  sales  of  contrast  systems  of
$1,638,000,  mostly  offset by  decreased  sales of  AngioDynamics  products  of
$1,225,000  and  non-contrast  systems of  $357,000.  The  decrease  in sales of
AngioDynamics products was due to a decline in stent sales. The decline in sales
of non-contrast systems was attributable to decreased custom contract sales.

     Gross profit  expressed as a percentage  of net sales was 40% for 2001,  as
compared  to 42% for  2000  and 39% for  1999.  The  decline  in  gross  profit,
expressed as a percentage of net sales, for 2001 was due to reduced gross profit
in the  Diagnostic  segment,  partially  offset by improved  gross profit in the
AngioDynamics  segment. The decline in Diagnostic gross profit was due primarily
to decreased  production  throughput and severance costs of $332,000,  resulting
from operational reorganizations. The improved AngioDynamics gross profit was


                                      -20-
<PAGE>


due primarily to reduced unabsorbed  overhead costs,  resulting from the sale of
the Irish  facility,  and  increased  production  throughput  at the  Queensbury
facility.  The  improvement  in gross  profit,  expressed as a percentage of net
sales,  for 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.

     Selling and  administrative  ("S&A")  expenses were  $35,904,000  for 2001,
$34,326,000 for 2000 and $30,588,000 for 1999. The increase for 2001 compared to
2000  of  $1,578,000,  or 5%,  was due to  increased  Diagnostic  S&A  expenses,
resulting from: i) the  reorganization of operations which resulted in severance
and facility relocation expenses of $459,000; ii) the asset impairment charge of
$450,000;  iii) the  expansion of the domestic  sales force;  and iv)  increased
administrative  expenses.  The increase for 2000 compared to 1999 of $3,738,000,
or 12%, was due to increased  Diagnostic S&A expenses of $3,194,000,  resulting,
in part, from investment in new product  introductions and selling and marketing
initiatives,  and increased  AngioDynamics  S&A expenses of $544,000,  resulting
from an expansion of its domestic sales force.

     R&D  expenditures  for 2001  totaled  $5,391,000,  or 5% of net  sales,  as
compared to $4,880,000,  or 4% of net sales,  for 2000 and $4,847,000,  or 4% of
net sales,  for 1999. The increase for 2001 compared to 2000 of $511,000 was due
primarily to  redeployment of staff from other  departments  within the Company,
increased spending relating to contrast systems of $351,000, and severance costs
of $95,000, resulting from operational reorganizations. There were no materially
significant  factors  affecting the comparison of R&D expenditures  between 2000
and 1999. Of the R&D expenditures for 2001, approximately 46% relate to contrast
systems, 26% to AngioDynamics  projects,  18% to general regulatory costs, 4% to
immunological  projects, and 6% to other projects. R&D expenditures are expected
to continue at or exceed current levels.  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 $112,000 of income for 2001,
compared to $635,000  of income for 2000 and  $571,000 of expense for 1999.  The
decline  in other  income  for 2001  compared  to 2000 was  primarily  due to an
impairment  charge of $566,000,  relating to the Company's  investment in Cedara
Software  Corporation,   and  increased  foreign  currency  exchange  losses  of
$128,000,  partially offset by increased interest income of $189,000,  resulting
from the investment of  AngioDynamics  Ltd. sale proceeds.  The  improvement for
2000  compared to 1999 was  primarily  due to the  write-down  of the  Company's
investment in ITI Medical Technologies, Inc. of $1,121,000 in 1999.

     Note H to the Consolidated Financial Statements included herein details the
major  elements  affecting  income taxes for 2001,  2000 and 1999. For 2001, the
Company's effective tax rate of 10% 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 it is more
likely than not that such  benefits  will be realized,  partially  offset by 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.  For 2000,  the Company's  effective tax rate was
35% as compared to the Federal  statutory tax rate of 34%.  Losses incurred in a
foreign  jurisdiction  subject to lower tax rates and 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,  were virtually offset by earnings of the Puerto
Rican subsidiary,  which are subject to favorable U.S. tax treatment.  For 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


                                      -21-
<PAGE>


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 for 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.

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

     For 2001,  capital  expenditures  and the  purchase of treasury  stock were
funded by cash  provided by  operations.  For 2000,  capital  expenditures,  the
purchase of treasury stock and debt  repayments  were funded by cash provided by
operations.  For 1999,  capital  expenditures and debt repayments were funded by
cash  provided by  operations.  The  Company's  policy has been to fund  capital
requirements  without  incurring  significant debt. At June 2, 2001, debt (notes
payable, current maturities of long-term debt and long-term debt) was $1,418,000
as compared to $1,636,000 at June 3, 2000. The Company has available  $1,303,000
under a bank line of  credit of which no  amounts  were  outstanding  at June 2,
2001.

     At June 2,  2001,  approximately  65% of the  Company's  assets  consist of
accounts  receivable,  inventories,  short-term debt and equity securities,  and
cash and cash  equivalents.  The  current  ratio was 5.24 to 1, with net working
capital of $56,184,000,  at June 2, 2001,  compared to the current ratio of 4.25
to 1, with net working capital of $51,434,000, at June 3, 2000.

     Net capital  expenditures,  primarily  for machinery  and  equipment,  were
$2,743,000 for 2001, compared to $3,206,000 for 2000 and $2,207,000 for 1999. Of
the  2001  and  2000   expenditures,   approximately   $833,000  and   $703,000,
respectively,  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 2002.

     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 2,  2001,  the
Company had repurchased 41,860 shares of Class A Common Stock and 395,251 shares
of Class B Common Stock for approximately $3,057,000.

     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 or other regulatory agencies, 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


                                      -22-
<PAGE>


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

     During the fourth  quarter  of 2001,  the  Company  adopted  SFAS No.  133,
"Accounting  for Derivative  Instruments and Hedging  Activities,"  and SFAS No.
138,  "Accounting  for  Certain  Derivative   Instruments  and  Certain  Hedging
Activities",  which amended SFAS No. 133. These  standards  require  entities to
recognize  all  derivatives  in their  financial  statements as either assets or
liabilities  measured at fair value. These standards also specify 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.  Since the Company does not use derivative instruments as defined by
SFAS No. 133, the adoption of this  pronouncement had no effect on the Company's
results of operations or financial position.

     In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business  Combinations"  and SFAS  No.  142,  "Goodwill  and  Other  Intangible
Assets".  The new  standards  require that all business  combinations  initiated
after  June 30,  2001  must be  accounted  for  under the  purchase  method.  In
addition,  all intangible assets acquired that are obtained through  contractual
or legal right, or are capable of being separately sold, transferred,  licensed,
rented  or  exchanged  shall be  recognized  as an asset  apart  from  goodwill.
Goodwill  and  intangibles  with  indefinite  lives will no longer be subject to
amortization,  but  will  be  subject  to at  least  an  annual  assessment  for
impairment  by applying a fair value based test.  The Company  will  continue to
amortize  goodwill and any intangibles with indefinite lives existing at June 2,
2001 under its current  method until June 2, 2002, the first day of the SFAS No.
142 implementation  year, or will discontinue  amortization in the first quarter
of fiscal 2002, if early adopted.  Once adopted,  annual and quarterly  goodwill
and affected intangible amortization will no longer be recognized.  The adoption
of these  statements is not expected to have a material  impact 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 2000 Annual Report on Form 10-K.

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

     The Company's  international  subsidiaries  are  denominated  in currencies
other than the U.S.  dollar.  Since the  functional  currency  of the  Company's
international  subsidiaries is the local currency,  foreign currency translation
adjustments  are accumulated as a component of accumulated  other  comprehensive
income (loss) in stockholders' equity.  Assuming a hypothetical aggregate change
in the foreign  currencies  versus the U.S. dollar exchange rates of 10% at June
2, 2001,  the Company's  assets and  liabilities  would  increase or decrease by
$2,097,000  and  $548,000,  respectively,  and the  Company's  net sales and net
earnings would increase or decrease by $2,234,000 and $274,000, 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


                                      -23-
<PAGE>


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 2, 2001,  results of operations would be favorably or unfavorably
impacted by approximately $515,000 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 $13,700,000.  The
bonds bear interest at a floating rate established  weekly. For 2001, the after-
tax  interest  rate on the bonds  approximated  4.1%.  Each 100 basis point (1%)
fluctuation in interest rates will increase or decrease  interest  income on the
bonds by approximately $137,000 on an annual basis.

     As  the  Company's  principal  amount  of  fixed  interest  rate  financing
approximated  $1,418,000  at June 2, 2001, a change in interest  rates would not
materially impact results of operations or financial position.  At June 2, 2001,
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.



                                      -24-
<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 30, 2001.  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)(3)...     70       Chairman of the Board, Director
Anthony A. Lombardo (3)..     54       President, Chief Executive Officer,
                                         Director
Dennis J. Curtin.........     54       Senior Vice President - Chief Financial
                                         Officer
Joseph J. Palma..........     59       Senior Vice President - Sales and
                                         Marketing
Arthur L. Zimmet.........     65       Senior Vice President - Special Projects
Sandra D. Baron..........     49       Vice President - Human Resources
Robert M. Bloomfield.....     60       Vice President - Market Research
Craig A. Burk............     48       Vice President - Manufacturing
Joseph A. Cacchioli......     45       Vice President - Controller
Agustin V. Gago..........     42       Vice President - International
Eamonn P. Hobbs..........     48       Vice President - AngioDynamics Division
Judith K. Meritz.........     49       Vice President - Regulatory Affairs
Jeffrey S. Peacock.......     44       Vice President - Scientific and Technical
                                         Operations
Archie B. Williams.......     50       Vice President - Clinical Affairs and
                                         Medical Community Liaison
Michael A. Davis, M.D....     60       Medical Director, Director
Paul S. Echenberg (1)(2).     57       Chairman of the Board of E-Z-EM Canada,
                                         Director
James L. Katz CPA, JD....     65       Director
  (1)(2)(4)(5)
Donald A. Meyer (3)(4)...     67       Director
David P. Meyers (3)(5)...     37       Director
Robert M. Topol (1)(2)(5)     76       Director

----------

(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
2000. From 1990 to 1994, Mr. Stern served as Chief Executive Officer, and from


                                      -25-
<PAGE>


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 2000. Prior to joining the Company,  he served as President
of ALI Imaging Systems,  Inc.  (radiology  information  management) from 1998 to
2000. From 1996 to 1998, Mr. Lombardo served as Global Manager of the Integrated
Imaging Systems business of General  Electric  Medical Systems.  Mr. Lombardo is
also a director of PointDx, Inc. The Company has an investment in PointDx, Inc.

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

     Mr. Palma has served as Senior Vice  President - Sales and Marketing  since
1999, and previously served as Vice President - Sales and Marketing from 1996 to
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.  Bloomfield has served as Vice President - Market Research since August
2000, 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.

     Ms.  Meritz has served as Vice  President - Regulatory  Affairs since March
2001. Prior to joining the Company, she served as Director of Regulatory Affairs
and  Regulatory  Counsel  for Henry  Schein,  Inc.  (distributor  of  healthcare
supplies to office-based practitioners) from 1993 until March 2001.

     Mr.  Peacock  has  served as Vice  President  -  Scientific  and  Technical
Operations  since  August  2000,  and has been an employee of the Company  since
1986.

     Mr.  Williams has served as Vice  President - Clinical  Affairs and Medical
Community  Liaison since August 2000, and previously  served as Vice President -
Imaging  Products  Management from 1993 to August 2000. Mr. Williams has been an
employee of the Company since 1980.

     Dr. Davis has served as Medical  Director and Director of the Company since
August 2000. Previously,  he served as Medical  Director/Technical  Director and
Director  of the  Company  from 1997 to August  2000,  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.  He also served as the  President  and Chief  Executive  Officer of
Amerimmune Pharmaceuticals, Inc. and its wholly-owned subsidiary, Amerimmune,


                                      -26-
<PAGE>


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 has been 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 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-Eng Systems Inc.,  MacroChem  Corp.,  Matra Plast Industries Inc. and
A.P.  Plasman 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 (owns and manages medical fitness  facilities),
and has served as its Chief  Executive  Officer since 2000.  Previously,  he had
been a founder and managing director from its organization in 1995 until 2000 of
Chapman  Partners LLC (investment  banking).  From its acquisition in 1985 until
its sale in 1994,  he was 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., Lakeshore Management Group,
LLC and  Lifestart  Wellness  Network,  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
acted 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 a founder
of SmartScan,  LLC, an Atlanta,  Georgia based provider of CT screening services
offered  directly to the public,  and has served as its Chief Operating  Officer
since August 2001. He is also the founder of MedTest Express,  Inc., an Atlanta,
Georgia  based  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 Fund for the Aging,  City
Meals on Wheels,  American  Health  Foundation,  State  University of New York -
Purchase and Redstone Resources Inc.


                                      -27-
<PAGE>


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

Summary Compensation Table

     The following table sets forth information  concerning the compensation for
services,  in all capacities  for 2001,  2000 and 1999, of (i) those persons who
were, during 2001, Chief Executive  Officer ("CEO") (Anthony A. Lombardo),  (ii)
those  persons  who  were,  at the end of  2001,  each of the four  most  highly
compensated  executive officers of the Company other than the CEO, and (iii) the
President of E-Z-EM Canada, who is not an executive officer of the Company,  but
who is included in this table due to the level of his annual compensation during
2001 (collectively, the "Named Executive Officers"):

<TABLE>
<CAPTION>
                                       Annual Compensation               Long Term Compensation
                                    -------------------------   -------------------------------------
                                                                         Awards               Payouts
                                                                -------------------------     -------
                                                      Other                    Securities
                                                      Annual    Restricted     Underlying              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,........    2001  $262,500  $11,813    None       None        None    .2273     None   $115,376
Chairman of the Board       2000   261,458   89,105    None       None        None    .2273     None    114,754
                            1999   250,000   83,250    None       None        None    .2273     None    123,363

Anthony A. Lombardo,....    2001  $261,667  $38,125    None       None        None     None     None   $ 25,467
President and Chief         2000    41,667    None     None       None      300,000    None     None     23,459
Executive Officer
(effective April 2000)

Eamonn P. Hobbs,........    2001  $210,000  $23,625    None       None        None    .2273     None   $ 22,384
Vice President              2000   209,166    None     None       None        None    .2273     None     21,973
                            1999   200,000   17,481    None       None        None    .2273     None      8,696

Dennis J. Curtin,.......    2001  $170,917  $11,424    None       None        None     None     None   $ 25,167
Senior Vice President       2000   167,333   42,308    None       None        None     None     None     24,147
                            1999   160,000   39,996    None       None        None     None     None      9,447

Arthur L. Zimmet,.......    2001  $173,250  $ 7,796    None       None        None     None     None   $ 30,860
Senior Vice President       2000   172,563   58,809    None       None        None     None     None     29,938
                            1999   165,000   54,945    None       None        None     None     None      9,780

Pierre A. Ouimet,.......    2001  $175,550  $39,624    None       None        None     None     None   $ 24,512
President of E-Z-EM         2000   223,844   45,344    None       None        None     None     None     22,295
Canada                      1999   181,441   47,963    None       None       10,000    None     None      6,653
----------------
</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
     2001,  2000 and 1999 did not  exceed  the  lesser of 10% of such  officer's
     total  annual  salary  and bonus for 2001,  2000 or 1999 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 each of the Named Executive Officers other than Mr. Ouimet, the amounts
     reported   include   amounts   contributed   by  the   Company   under  its
     Profit-Sharing  Plan and, as matching  contributions,  under the  companion
     401(k)  Plan.  For 2001,  2000 and 1999,  such  amounts  contributed  were:
     $7,460, $6,975 and $9,404, respectively,  for Mr. Stern; $1,333, $0 and $0,
     respectively,  for Mr. Lombardo;  $8,479, $8,208 and $8,083,  respectively,
     for Mr. Hobbs; $8,015, $7,107 and $8,956, respectively, for Mr. Curtin; and
     $7,643,  $6,838 and $9,264,  respectively,  for Mr. Zimmet. For Mr. Ouimet,
     the amounts reported  include amounts  contributed by E-Z-EM Canada under a
     defined   contribution   plan.  For  2001,  2000  and  1999,  such  amounts
     contributed were $8,778, $6,554 and $6,395, respectively.


                                      -28-
<PAGE>

     For each of the Named Executive Officers, the amounts reported include term
     life insurance premiums paid by the Company.  For 2001, 2000 and 1999, such
     amounts paid were: $780, $643 and $823, respectively,  for Mr. Stern; $780,
     $105  and  $0,  respectively,  for  Mr.  Lombardo;  $655,  $515  and  $613,
     respectively,  for Mr. Hobbs;  $524, $412 and $491,  respectively,  for Mr.
     Curtin; $541, $424 and $516,  respectively,  for Mr. Zimmet; and $247, $254
     and $258, respectively, for Mr. Ouimet.

     For each of the Named  Executive  Officers,  the amounts  reported  include
     premiums paid by the Company under split dollar life insurance arrangements
     ("arrangements"). With respect to one such arrangement with Mr. Stern, such
     amounts  paid  were  $100,000  for each of 2001,  2000  and  1999.  Under a
     collateral assignment  agreement,  the proceeds from this policy will first
     be used to  repay  all  advances  made by the  Company.  If the  policy  is
     terminated prior to the death of Mr. Stern, the Company will be entitled to
     the cash  surrender  value of the  policy 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 Mr.  Stern.  With  respect  to a second  such
     arrangement with Mr. Stern, such amounts paid were $7,136 for each of 2001,
     2000 and 1999. Under a collateral assignment  agreement,  the proceeds from
     this policy will first be used to repay all  advances  made by the Company.
     With  respect to  arrangements  with each of the Named  Executive  Officers
     other than Mr.  Stern,  such  amounts  paid for each of 2001 and 2000 were:
     $23,354 for Mr.  Lombardo;  $13,250 for Mr. Hobbs;  $16,628 for Mr. Curtin;
     $22,676  for Mr.  Zimmet;  and  $15,487 for Mr.  Ouimet.  Under  collateral
     assignment  agreements,  the Company  will be entitled to the lesser of the
     cash  surrender  value  of the  policies  or the  advances  it  made,  upon
     termination of these policies.

     For Mr.  Stern,  the amounts  reported  include fees of $6,000  relating to
     attendance at AngioDynamics directors' meetings for 1999.


                                      -29-
<PAGE>

Option/SAR Grants Table

        The following  table sets forth  certain  information  concerning  stock
option grants made during 2001 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 2001.

<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                   (#)        2001        ($/Sh)       Date      ($/Sh)       $       ($/Sh)      $
      ----               ----------  -----------   --------   ----------   ------   ---------   ------  ---------
<S>                        <C>        <C>          <C>          <C>        <C>         <C>     <C>         <C>
Howard S. Stern.......     .2273 (1)  44.44 (2)    $40,000(3)   6/01/11    $65,156     $5,717  $103,750    $14,489

Anthony A. Lombardo...      None

Eamonn P. Hobbs.......     .2273 (1)  44.44 (2)    $40,000(3)   6/01/11    $65,156     $5,717  $103,750    $14,489

Dennis J. Curtin......      None

Arthur L. Zimmet......      None

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 2001
     and exercisable in Class B Common Stock of AngioDynamics, Inc.

(3)  The options  granted  during 2001 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.


                                      -30-
<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 2001 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 2, 2001    June 2, 2001
                                                                    (#)            ($) (1)
                                                               -------------   -------------
                                 Shares       Value            Exercisable/    Exercisable/
                              Acquired on    Realized         Unexercisable    Unexercisable
         Name                 Exercise (#)      ($)                 (2)             (2)
         ----                 ------------   ---------         -------------   -------------
<S>                             <C>           <C>               <C>            <C>
Howard S. Stern.....            None          None               78,786/       $77,185/
                                                                   None           None

Anthony A. Lombardo.            None          None               75,000/         None/
                                                                225,000          None

Eamonn P. Hobbs.....            None          None               39,595/       $31,977/
                                                                   None           None

Dennis J. Curtin....            None          None               50,556/       $47,696/
                                                                   None           None

Arthur L. Zimmet....            None          None               50,884/       $41,901/
                                                                   None           None

Pierre A. Ouimet....            None          None               38,240        $24,214/
                                                                   None           None
----------------
</TABLE>

(1)  Options  are  "in-the-money"  if on June 2, 2001,  the market  price of the
     stock  exceeded the exercise  price of such options.  At June 2, 2001,  the
     closing price of the  Company's  Class A and Class B Common Stock was $5.30
     and  $5.20,  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 2, 2001 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 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 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,


                                      -31-
<PAGE>

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 currently at $275,000.  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.

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 3, 2001, 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                    20.5
401 Emerald Street
New Orleans, LA  70124

David P. Meyers,..................          311,551 (1)                 7.8
Director
813 Springdale Road
Atlanta, GA  30306


                                      -32-
<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.,..           232,075 (4)                5.8
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, 2000.

     The following table sets forth information, as of August 3, 2001, 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         1,187,468                 20.1
Chairman of the Board,
Director

David P. Meyers,...........          311,551(3)           7.8           606,442(4)              10.4
Director

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

Robert M. Topol,...........           24,097               *             69,739                  1.2
Director

Paul S. Echenberg,.........            1,097               *             89,303                  1.5
Chairman of the Board of
E-Z-EM Canada, Director
</TABLE>


                                      -33-
<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>
Anthony A. Lombardo,.......         None                  *             75,000                  1.3
President, Chief Executive
Officer, Director

Donald A. Meyer,...........        18,276                 *             45,267                   *
Director

James L. Katz,.............         1,122                 *             58,569                  1.0
Director

Dennis J. Curtin,..........         1,944                 *             53,236                   *
Senior Vice President

Michael A. Davis, M.D.,....          None                 *             41,786                   *
Medical Director, Director

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

Pierre A. Ouimet,..........           500                 *             38,270                   *
President of E-Z-EM Canada

All directors and executive
 officers as a group (20
 persons)..................     1,343,299(3)            33.5         2,586,091(4)              39.2

</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 3, 2001 as
     follows:  Robert M. Topol (597),  Paul S. Echenberg (597),  Donald A. Meyer
     (597),  James L. Katz (597) and all directors  and executive  officers as a
     group (2,388).

(2)  Includes  Class B Common Stock  shares  issuable  upon  exercise of options
     currently  exercisable or exercisable within 60 days from August 3, 2001 as
     follows:  Howard S. Stern  (78,786),  David P.  Meyers  (3,000),  Arthur L.
     Zimmet  (50,884),  Robert M. Topol  (31,847),  Paul S. Echenberg  (75,613),
     Anthony  A.  Lombardo  (75,000),  Donald A. Meyer  (19,674),  James L. Katz
     (53,758),  Dennis J.  Curtin  (50,556),  Michael A. Davis,  M.D.  (40,091),
     Eamonn P. Hobbs  (39,595),  Pierre A. Ouimet (38,240) and all directors and
     executive officers as a group (747,697).

(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.


                                      -34-
<PAGE>

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

     A facility of the  Company  located in  Westbury,  New York is owned 33% by
Howard S. Stern,  31% by Betty S. Meyers, a principal  shareholder,  2% by other
employees  of the Company and 34% by  unrelated  parties,  which  includes a 31%
owner who manages the property.  Aggregate  rentals,  including  real estate tax
payments, were $163,000 during 2001. The lease term expires in 2004.

     The Company has split dollar life insurance  arrangements  ("arrangements")
with  Howard  S.  Stern   (including  his  spouse)  and  Betty  S.  Meyers  (the
"insureds").  On an annual basis,  the Company makes  advances of  approximately
$100,000 per insured  toward the cost of such life insurance  policies.  Through
August 2000,  such  advances  were  interest  bearing and payable to the Company
annually by the insureds.  In August 2000, the  arrangements  were modified,  to
conform to the Company's other split dollar life insurance arrangements,  making
future advances  non-interest bearing.  Under collateral assignment  agreements,
the proceeds  from the policies will first be used to repay all advances made by
the Company.  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 2, 2001,
the cash surrender value of such policies aggregated $741,000, and the aggregate
amount of advances made by the Company totaled $800,000.

     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,  including fees relating to
attendance at directors' meetings, were approximately $161,000 during 2001.


                                      -35-
<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                    39

     Consolidated balance sheets - June 2, 2001 and June 3, 2000           40

     Consolidated  statements  of  earnings -  fifty-two  weeks
        ended June 2, 2001, fifty-three weeks ended
        June 3, 2000 and fifty-two weeks ended May 29, 1999                42

     Consolidated statement of stockholders'  equity and comprehensive
        income - fifty-two weeks ended June 2, 2001,
        fifty-three  weeks ended June 3, 2000 and fifty-two weeks
        ended May 29, 1999                                                 43

     Consolidated  statements  of cash flows - fifty-two weeks
        ended June 2, 2001, fifty-three weeks ended June 3, 2000 and
        fifty-two weeks ended May 29, 1999                                 44

     Notes to consolidated financial statements                            46

(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                       71

     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)

     10.1  1983 Stock Option Plan                                          (c)

     10.2  1984 Directors and Consultants Stock Option Plan                (d)

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

     10.4  Income Deferral Program                                         (f)

     13    Annual report to security holders                               (g)


                                      -36-
<PAGE>

                                                                            Page
                                                                            ----

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

     21  Subsidiaries of the Registrant                                      72

     22  Proxy statement to security holders                                 (h)

     23  Consent of Independent Certified Public Accountants                 73

     99  Report of Independent Certified Public Accountants
            Other than Principal Accountants                                 74
----------

        (a)  Incorporated  by reference to Exhibit 3(i) of the  Company's
             Annual Report 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 on Form 10-K for the fiscal year ended May 28,
             1994 (file No. 1-11479)

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

        (d)  Incorporated  by reference to Exhibit 10(b) of the Company's
             Quarterly Report on Form 10-Q for the quarterly period ended
             December 2, 1995 (file No. 1-11479)

        (e)  Incorporated  by reference to Exhibit 10(e) of the Company's
             Annual Report on Form 10-K for the fiscal year ended June 3,
             2000

        (f)  Incorporated  by reference to Exhibit 10(c) of the Company's
             Annual Report on Form 10-K for the fiscal year ended May 29,
             1993 (file No. 1-11479)

        (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 2, 2001.

     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.


                                      -37-
<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 31, 2001                      /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 31, 2001                      /s/ Howard S. Stern
    -------------------                   ------------------------------------
                                           Howard S. Stern, Chairman of the
                                           Board, Director


Date  August 31, 2001                      /s/ Anthony A. Lombardo
    -------------------                   ------------------------------------
                                           Anthony A. Lombardo, President,
                                           Chief Executive Officer, Director


Date  August 31, 2001                      /s/ Dennis J. Curtin
    -------------------                   ------------------------------------
                                           Dennis J. Curtin, Senior Vice
                                           President - Chief Financial Officer
                                           (Principal Financial and Chief
                                           Accounting Officer)


Date  August 31, 2001                      /s/ Michael A. Davis
    -------------------                   ------------------------------------
                                           Michael A. Davis, Director


Date  August 31, 2001                      /s/ Paul S. Echenberg
    -------------------                   ------------------------------------
                                           Paul S. Echenberg, Director


Date  August 31, 2001                      /s/ James L. Katz
    -------------------                   ------------------------------------
                                           James L. Katz, Director


Date  August 31, 2001                      /s/ Donald A. Meyer
    -------------------                   ------------------------------------
                                           Donald A. Meyer, Director


Date  August 31, 2001                      /s/ David P. Meyers
    -------------------                   ------------------------------------
                                           David P. Meyers, Director


Date  August 31, 2001                      /s/ Robert M. Topol
    -------------------                   ------------------------------------
                                           Robert M. Topol, Director


                                      -38-
<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 2, 2001 and June 3, 2000, and the related  consolidated
statements of earnings,  stockholders' equity and comprehensive income, and cash
flows for the fifty-two weeks ended June 2, 2001,  fifty-three  weeks ended June
3, 2000 and the fifty-two weeks ended May 29, 1999.  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 2001 and  2000 and net  sales
constituting  approximately  12% in  2001,  12% in  2000  and 11% in 1999 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
2, 2001 and June 3, 2000, and the  consolidated  results of their operations and
their consolidated cash flows for the fifty-two weeks ended June 2, 2001, fifty-
three  weeks  ended June 3, 2000 and the  fifty-two  weeks ended May 29, 1999 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 27, 2001


                                      -39-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

                                                             June 2,     June 3,
              ASSETS                                          2001        2000
                                                             ------      ------

CURRENT ASSETS
    Cash and cash equivalents                               $ 4,391      $ 5,583
    Debt and equity securities                               13,748        8,051
    Accounts receivable, principally
       trade, net of allowance for
       doubtful accounts of $661 in
       2001 and $853 in 2000                                 23,371       22,256
    Inventories                                              22,021       26,856
    Other current assets                                      5,901        4,530
                                                            -------      -------

          Total current assets                               69,432       67,276

PROPERTY, PLANT AND EQUIPMENT - AT COST,
    less accumulated depreciation and
    amortization                                             19,750       21,721

COST IN EXCESS OF FAIR VALUE OF NET ASSETS
    ACQUIRED, less accumulated amortization
    of $257 in 2001 and $251 in 2000                            376          407

INTANGIBLE ASSETS, less accumulated
    amortization of $546 in 2001 and
    $959 in 2000                                              1,329        2,151

DEBT AND EQUITY SECURITIES                                      846        4,067

OTHER ASSETS                                                  5,722        3,463
                                                            -------      -------

                                                            $97,455      $99,085
                                                            =======      =======

The accompanying notes are an integral part of these statements.


                                      -40-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

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

<TABLE>
<CAPTION>
                                                               June 2,     June 3,
    LIABILITIES AND STOCKHOLDERS' EQUITY                        2001         2000
                                                               --------    --------
<S>                                                            <C>         <C>
CURRENT LIABILITIES
    Notes payable                                              $    854    $  1,080
    Current maturities of long-term debt                            156         103
    Accounts payable                                              4,798       6,384
    Accrued liabilities                                           7,329       7,798
    Accrued income taxes                                            111         477
                                                               --------    --------

          Total current liabilities                              13,248      15,842

LONG-TERM DEBT, less current maturities                             408         453

OTHER NONCURRENT LIABILITIES                                      2,795       2,756
                                                               --------    --------

          Total liabilities                                      16,451      19,051
                                                               --------    --------

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 4,011,396 shares in 2001 and 4,015,111
          shares in 2000 (excluding 41,860 and 38,145 shares
          held in treasury in 2001 and 2000, respectively)          401         401
       Class B (non-voting), par value $.10 per
          share - authorized, 10,000,000 shares;
          issued and outstanding 5,843,426 shares
          in 2001 and 5,909,277 shares in 2000
          (excluding 395,251 and 313,748 shares held
          in treasury in 2001 and 2000, respectively)               584         591
    Additional paid-in capital                                   20,066      20,521
    Retained earnings                                            63,138      59,852
    Accumulated other comprehensive income (loss)                (3,185)     (1,331)
                                                               --------    --------

          Total stockholders' equity                             81,004      80,034
                                                               --------    --------

                                                               $ 97,455    $ 99,085
                                                               ========    ========
</TABLE>

The accompanying notes are an integral part of these statements.


                                      -41-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

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

<TABLE>
<CAPTION>
                                         Fifty-two    Fifty-three  Fifty-two
                                        weeks ended   weeks ended  weeks ended
                                           June 2,      June 3,      May 29,
                                            2001         2000         1999
                                          ---------    ---------    ---------
<S>                                       <C>          <C>          <C>
Net sales                                 $ 113,286    $ 113,868    $ 109,054

Cost of goods sold                           67,594       66,063       66,377
                                          ---------    ---------    ---------

      Gross profit                           45,692       47,805       42,677
                                          ---------    ---------    ---------

Operating expenses
  Selling and administrative                 35,904       34,326       30,588
  Loss on sale of subsidiary
    and related assets                          872
  Research and development                    5,391        4,880        4,847
                                          ---------    ---------    ---------

    Total operating expenses                 42,167       39,206       35,435
                                          ---------    ---------    ---------

      Operating profit                        3,525        8,599        7,242

Other income (expense)
  Interest income                               905          716          505
  Interest expense                             (290)        (253)        (263)
  Write-down of investment in affiliate                                (1,121)
  Other, net                                   (503)         172          308
                                          ---------    ---------    ---------

      Earnings before income taxes            3,637        9,234        6,671

Income tax provision                            351        3,269        1,874
                                          ---------    ---------    ---------

      NET EARNINGS                        $   3,286    $   5,965    $   4,797
                                          =========    =========    =========

Earnings per common share
  Basic                                   $     .33    $     .60    $     .48
                                          =========    =========    =========

  Diluted                                 $     .32    $     .58    $     .47
                                          =========    =========    =========
</TABLE>

The accompanying notes are an integral part of these statements.


                                      -42-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME

           Fifty-two weeks ended June 2, 2001, fifty-three weeks ended
               June 3, 2000 and fifty-two weeks ended May 29, 1999
                        (in thousands, except share data)

<TABLE>
<CAPTION>
                                     Class A            Class B                              Accumulated
                                   common stock       common stock    Additional                other                 Compre-
                                -----------------  -----------------   paid-in    Retained  comprehensive             hensive
                                  Shares   Amount    Shares   Amount   capital    earnings  income (loss)   Total     income
                                ---------  ------  ---------  ------  ----------  --------  -------------  -------    ------

<S>                             <C>         <C>    <C>         <C>    <C>         <C>          <C>         <C>          <C>
Balance at May 30, 1998         4,035,346   $403   5,999,073   $600    $21,643    $49,090      $ (513)     $71,223
Exercise of stock options                             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
Exercise of stock options                              8,711      1         38                                  39
Income tax benefits on
  stock options exercised                                                    3                                   3
Compensation related to
  stock option plans                                                         5                                   5
Issuance of stock                                      6,941      1         45                                  46
Purchase of treasury stock         (3,715)           (81,503)    (9)      (546)                               (555)
Net earnings                                                                        3,286                    3,286    $3,286
Unrealized holding losses on
  debt and equity securities:
    Arising during the year                                                                    (2,215)      (2,215)   (2,215)
    Reclassification adjustment
      for losses included in
      net earnings                                                                                349          349       349
Foreign currency translation
  adjustments
    Arising during the year                                                                      (982)        (982)     (982)
    Reclassification adjustment
      for sale of investment
      in a foreign entity                                                                         994          994       994
                                ---------    ---   ---------    ---     ------     ------       -----        -----     -----

Comprehensive income                                                                                                  $1,432
                                                                                                                      ======

Balance at June 2, 2001         4,011,396   $401   5,843,426   $584    $20,066    $63,138     $(3,185)     $81,004
                                =========   ====   =========   ====    =======    =======     =======      =======
</TABLE>

The accompanying notes are an integral part of this statement.


                                      -43-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)


                                         Fifty-two   Fifty-three   Fifty-two
                                        weeks ended  weeks ended  weeks ended
                                          June 2,     June 3,      May 29,
                                           2001        2000         1999
                                          --------    --------    --------


Cash flows from operating activities:
  Net earnings                            $  3,286    $  5,965    $  4,797
  Adjustments to reconcile net earnings
    to net cash provided by operating
    activities
      Depreciation and amortization          2,797       2,803       2,829
      Impairment of long-lived assets          450
      Impairment of equity securities          566
      Provision for doubtful accounts           88          37         250
      Loss on sale of subsidiary and
        related assets                         872
      Write-down of investment in
        affiliate                                                    1,121
      Loss on sale of assets                     5                      39
      Deferred tax benefit                  (1,269)        (40)       (735)
      Other non-cash items                      46          75          30
      Changes in operating assets and
        liabilities, net of sale
          Accounts receivable               (1,428)       (389)       (806)
          Inventories                        3,555         118        (210)
          Other current assets              (1,422)       (334)       (251)
          Other assets                        (701)       (814)        (35)
          Accounts payable                  (1,227)       (936)      1,055
          Accrued liabilities                 (421)         62         778
          Accrued income taxes                (377)       (360)        183
          Other noncurrent liabilities         155         162         146
                                          --------    --------    --------

            Net cash provided by
              operating activities           4,975       6,349       9,191
                                          --------    --------    --------

Cash flows from investing activities:
  Additions to property, plant and
    equipment                               (2,743)     (3,206)     (2,207)
  Proceeds from sale of subsidiary and
    related assets                           3,250
  Proceeds from sale of assets                   7          33           8
  Available-for-sale securities
    Purchases                              (97,415)    (36,845)    (34,061)
    Proceeds from sale                      91,718      34,010      32,320
                                          --------    --------    --------

      Net cash used in investing
        activities                          (5,183)     (6,008)     (3,940)
                                          --------    --------    --------

The accompanying notes are an integral part of these statements.


                                      -44-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

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


                                             Fifty-two   Fifty-three  Fifty-two
                                            weeks ended  weeks ended weeks ended
                                               June 2,     June 3,    May 29,
                                                2001       2000        1999
                                              -------     -------     -------


Cash flows from financing activities:
  Repayments of debt                            $(3,878)    $(1,100)    $(2,670)
  Proceeds from issuance of debt                  3,807          26       1,072
  Proceeds from exercise of stock
    options, including related income
    tax benefits                                     42         941         311
  Purchase of treasury stock                       (555)     (2,435)        (68)
  Proceeds from issuance of stock in
    connection with the stock purchase
    plan                                              5           6           7
                                                -------     -------     -------

      Net cash used in financing
        activities                                 (579)     (2,562)     (1,348)
                                                -------     -------     -------

Effect of exchange rate changes on
  cash and cash equivalents                        (405)       (269)       (484)
                                                -------     -------     -------

      (DECREASE) INCREASE IN CASH
        AND CASH EQUIVALENTS                     (1,192)     (2,490)      3,419

Cash and cash equivalents
  Beginning of year                               5,583       8,073       4,654
                                                -------     -------     -------

  End of year                                   $ 4,391     $ 5,583     $ 8,073
                                                =======     =======     =======

Supplemental disclosures of cash flow
  information:
    Cash paid during the year for:
      Interest                                  $   184     $    95     $   154
                                                =======     =======     =======

      Income taxes (net of $7, $16
        and $218 in refunds in 2001,
        2000 and 1999, respectively)            $ 2,618     $ 3,577     $ 2,153
                                                =======     =======     =======

The accompanying notes are an integral part of these statements.


                                      -45-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   June 2, 2001, June 3, 2000 and May 29, 1999


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  accounting  principles
    generally  accepted in the United  States of America,  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.

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

    The Company reports on a fiscal year which concludes on the Saturday nearest
    to May 31. Fiscal year 2001 ended on June 2, 2001 for a reporting  period of
    fifty-two  weeks,  fiscal  year 2000  ended on June 3, 2000 for a  reporting
    period of fifty-three weeks and fiscal year 1999 ended on May 29, 1999 for a
    reporting period of fifty-two weeks.


                                      -46-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    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 $3,281,000 and $4,575,000 at June 2, 2001 and June 3, 2000, respectively.
    The carrying amount of these financial instruments  reasonably  approximates
    fair value  because of their short  maturity.  Foreign-denominated  cash and
    cash  equivalents  aggregated  $1,123,000 and $1,960,000 at June 2, 2001 and
    June 3, 2000, respectively.

    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 $2,653,000, $2,610,000 and $2,595,000
    in 2001, 2000 and 1999, 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 in 2001, 2000 and 1999, respectively.


                                      -47-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

    Intangible  assets are being  amortized  on a  straight-line  basis over the
    estimated  useful lives of the respective  assets of  approximately  fifteen
    years. Amortization of intangible assets was $128,000, $177,000 and $218,000
    in 2001, 2000 and 1999, 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 D).

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

    The Company recognizes revenues as products are shipped to customers.

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

    All  costs   associated   with   advertising  are  expensed  when  incurred.
    Advertising expense,  included in selling and administrative  expenses,  was
    $989,000, $1,103,000 and $1,074,000 in 2001, 2000 and 1999, 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.


                                      -48-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    Earnings Per Common Share
    -------------------------

    Basic earnings per share are based on the weighted  average number of common
    shares outstanding without  consideration of potential common stock. Diluted
    earnings  per share are based on the weighted  average  number of common and
    potential common shares outstanding.  The calculation takes into account the
    shares that may be issued upon  exercise  of stock  options,  reduced by the
    shares that may be  repurchased  with the funds  received from the exercise,
    based on the average price during the period.

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

                                          2001        2000        1999
                                         ------      ------      ------

      Basic                            9,881,299   10,012,973   10,077,445
      Effect of dilutive securities
         (stock options)                 264,105      301,198      236,644
                                      ----------   ----------   ----------

      Diluted                         10,145,404   10,314,171   10,314,089
                                      ==========   ==========   ==========

    Excluded from the  calculation of earnings per common share,  are options to
    purchase  468,915,  507,557  and 323,301  shares of common  stock at June 2,
    2001, June 3, 2000 and May 29, 1999, respectively,  as their inclusion would
    be anti- dilutive.

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

    The  preparation  of financial  statements  in  conformity  with  accounting
    principles  generally  accepted  in the United  States of  America  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
    ----------------------------------------------------

    During the  fourth  quarter  of 2001,  the  Company  adopted  SFAS No.  133,
    "Accounting for Derivative Instruments and Hedging Activities," and SFAS No.
    138,  "Accounting  for Certain  Derivative  Instruments  and Certain Hedging
    Activities", which amended SFAS No. 133. These standards require entities to
    recognize all derivatives in their financial  statements as either assets or
    liabilities measured at fair value. These standards also specify 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.  Since the Company  does not use  derivative
    instruments  as defined by SFAS No. 133, the adoption of this  pronouncement
    had no effect on the Company's results of operations or financial position.


                                      -49-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    In July 2001, the Financial  Accounting Standards Board issued SFAS No. 141,
    "Business  Combinations"  and SFAS No. 142,  "Goodwill and Other  Intangible
    Assets". The new standards require that all business combinations  initiated
    after June 30, 2001 must be  accounted  for under the  purchase  method.  In
    addition,   all  intangible   assets  acquired  that  are  obtained  through
    contractual  or  legal  right,  or are  capable  of being  separately  sold,
    transferred,  licensed,  rented or exchanged shall be recognized as an asset
    apart from goodwill.  Goodwill and intangibles with indefinite lives will no
    longer be subject to amortization, but will be subject to at least an annual
    assessment  for  impairment by applying a fair value based test. The Company
    will continue to amortize goodwill and any intangibles with indefinite lives
    existing at June 2, 2001 under its current  method  until June 2, 2002,  the
    first  day of the SFAS No.  142  implementation  year,  or will  discontinue
    amortization  in the first  quarter of fiscal 2002, if early  adopted.  Once
    adopted,  annual and quarterly goodwill and affected intangible amortization
    will no  longer be  recognized.  The  adoption  of these  statements  is not
    expected to have a material impact on the Company's results of operations or
    financial position.

    Reclassifications
    -----------------

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


                                      -50-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


NOTE B - COMPREHENSIVE INCOME

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

                                             2001       2000       1999
                                            -------    -------    -------
                                                     (in thousands)

     Net earnings                           $ 3,286    $ 5,965    $ 4,797
     Unrealized holding (loss) gain on
       debt and equity securities:
         Arising during the year, net of
           income tax (benefit) provision
           of $(560), $183 and $1,118 in
           2001, 2000 and 1999,              (2,215)       871       (151)
           respectively
         Reclassification adjustment for
           losses included in net
           earnings, net of income tax
           benefit of $217 in 2001              349
     Foreign currency translation
       adjustments:
         Arising during the year               (982)      (680)      (858)
         Reclassification adjustment for
           sale of investment in a
           foreign entity                       994
                                            -------    -------    -------

             Comprehensive income           $ 1,432    $ 6,156    $ 3,788
                                            =======    =======    =======

    The  components of accumulated  other  comprehensive  income (loss),  net of
    related tax, are as follows:
                                                      June 2,    June 3,
                                                       2001       2000
                                                      -------    -------
                                                        (in thousands)

      Unrealized holding gain on debt and equity
        securities,  net of income tax liability of
        $43 and $387 at June 2, 2001 and June 3,
        2000, respectively                            $   198    $ 2,064
      Cumulative translation adjustments               (3,383)    (3,395)
                                                      -------    -------

          Accumulated other comprehensive income
            (loss)                                    $(3,185)   $(1,331)
                                                      =======    =======


                                      -51-
<PAGE>

                         E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                  June 2, 2001, June 3, 2000 and May 29, 1999


NOTE C - SALE OF SUBSIDIARY AND RELATED ASSETS

    On July 27, 2000,  AngioDynamics sold all the capital stock of AngioDynamics
    Ltd., a wholly-owned  subsidiary,  and certain other assets to AngioDynamics
    Ltd.'s  management.  AngioDynamics  Ltd.,  located in Ireland,  manufactured
    cardiovascular  and  interventional   radiology   products.   The  aggregate
    consideration  paid was $3,250,000 in cash. The sale was the  culmination of
    the Company's  strategic decision to exit the  cardiovascular  market and to
    focus entirely on the interventional  radiology marketplace.  As a result of
    this sale, the Company  recognized a pre-tax loss of approximately  $872,000
    during the first quarter of 2001. The  aforementioned  pre-tax loss includes
    the effect of previously  unrealized losses on foreign currency  translation
    of  approximately  $994,000 and the write-off of  approximately  $673,000 in
    inventory and intangibles  related to the cardiovascular  product line, both
    of which  were  non-cash  charges.  Further,  AngioDynamics  entered  into a
    manufacturing  agreement,  a distribution  agreement and a royalty agreement
    with the buyer. Under the two-year manufacturing  agreement,  the buyer will
    be  manufacturing   certain   interventional   radiology  products  sold  by
    AngioDynamics.


NOTE D - ASSET IMPAIRMENT CHARGES

    In  accordance  with  SFAS  No.  121,  "Accounting  for  the  Impairment  of
    Long-Lived  Assets  and  for  Long-Lived  Assets  to be  Disposed  Of,"  the
    Company's  Diagnostic operating segment recorded an impairment charge during
    the first quarter of 2001 of $450,000  relating to certain  acquired  patent
    rights to an oral magnetic  resonance  imaging  contrast agent.  The Company
    determined that the revenue potential of this technology was impaired, since
    it now believes that the market for this  technology is  significantly  less
    than previously  projected.  The impairment charge represents the difference
    between the carrying value of the intangible asset and the fair market value
    of this asset based on estimated  future  discounted cash flows.  The charge
    had no impact on the  Company's  cash flow or its ability to  generate  cash
    flow in the  future.  For 2001,  the  impairment  charge is  included in the
    consolidated   statement  of  earnings   under  the  caption   "Selling  and
    administrative".

    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,
    relating to its investment in ITI Medical Technologies,  Inc. ("ITI"), 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.  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.  Prior to the impairment charge, the
    Company's  investment in ITI had been reduced by its proportionate  share of
    losses in 1999 of approximately  $225,000.  For 1999, the impairment  charge
    and  the  Company's  proportionate  share  of  losses  are  included  in the
    consolidated   statement  of  earnings  under  the  caption  "Write-down  of
    investment in affiliate".


                                      -52-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


NOTE E - DEBT AND EQUITY SECURITIES

  Debt and  equity  securities  at June 2, 2001 and June 3, 2000  consist of the
    following:

                                                                      Unrealized
                                                 Amortized    Fair      holding
                                                  cost        value      gain
                                                 -------     -------    -------
                                                       (in thousands)

At June 2, 2001
---------------
  Current
  -------
  Available-for-sale securities
    (carried on the balance sheet
    at fair value)
      Debt securities with maturities
        Due in 1 through 10 years                $ 2,645     $ 2,645
        Due after 10 years and through
          20 years                                 1,055       1,055
        Due after 20 years                        10,000      10,000
      Other                                           48          48
                                                 -------     -------

                                                 $13,748     $13,748
                                                 =======     =======
  Noncurrent
  ----------
  Available-for-sale securities
    (carried on the balance sheet
    at fair value)
      Equity securities                          $   604     $   845     $   241
      Other                                            1           1
                                                 -------     -------     -------

                                                 $   605     $   846     $   241
                                                 =======     =======     =======

At June 3, 2000
---------------
  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
                                                 =======     =======     =======


                                      -53-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


NOTE E - DEBT AND EQUITY SECURITIES (continued)

    The Company  recorded an  impairment  charge in the fourth  quarter of 2001,
    with no associated tax benefit,  of $566,000,  relating to its investment in
    Cedara  Software  Corporation  ("Cedara"),  as it was  determined  that  the
    decline  in market  value of Cedara,  which is  classified  as a  noncurrent
    "available for sale" equity security, was deemed to be other than temporary.
    For 2001, the impairment charge is included in the consolidated statement of
    earnings under the caption "Other, net".


NOTE F - INVENTORIES

  Inventories consist of the following:

                                                     June 2,          June 3,
                                                      2001             2000
                                                     ------           ------
                                                           (in thousands)

    Finished goods                                   $11,093            $13,246
    Work in process                                    1,826              2,813
    Raw materials                                      9,102             10,797
                                                     -------            -------

                                                     $22,021            $26,856
                                                     =======            =======


NOTE G - PROPERTY, PLANT AND EQUIPMENT, AT COST

    Property, plant and equipment are summarized as follows:

                                           Estimated
                                             useful         June 2,     June 3,
                                             lives           2001        2000
                                           ---------        ------      ------
                                                              (in thousands)

    Building and building
      improvements                      10 to 39 years       $12,064    $13,613
    Machinery and equipment              2 to 10 years        32,578     31,306
    Leasehold improvements               Term of lease         1,736      1,619
                                                              ------     ------

                                                              46,378     46,538
    Less accumulated depreciation
      and amortization                                        30,050     28,309
                                                              ------     ------

                                                              16,328     18,229
    Land                                                       3,422      3,492
                                                             -------    -------

                                                             $19,750    $21,721
                                                             =======    =======


                                      -54-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


NOTE H - INCOME TAXES

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

<TABLE>
<CAPTION>
                                             2001       2000        1999
                                            -------    -------    -------
                                                     (in thousands)
<S>                                         <C>        <C>        <C>
      Current
        Federal                             $   952    $ 2,304    $ 1,592
        State and local                         123        199        204
        Foreign                                 545        806        813
                                            -------    -------    -------

          Subtotal                            1,620      3,309      2,609

      Deferred                               (1,269)       (40)      (735)
                                            -------    -------    -------

          Total                             $   351    $ 3,269    $ 1,874
                                            =======    =======    =======
</TABLE>

    Temporary differences which give rise to deferred tax assets and liabilities
    are summarized as follows:
                                                              June 2,    June 3,
                                                               2001       2000
                                                              -------    -------
                                                                (in thousands)

Deferred tax assets
  Capital loss carryforward                                  $ 1,313
  Tax operating loss carryforwards                             1,297    $ 1,219
  Difference between book and tax basis in
    investment sold to Canadian subsidiary                                1,137
  Tax credit carryforwards                                       131        224
  Alternative minimum tax ("AMT") credit
    carryforward                                                   4          4
  Impairment of long-lived assets                              2,603      1,256
  Expenses incurred not currently deductible                   1,133      1,184
  Deferred compensation costs                                    693        663
  Inventories                                                    646        793
  Write-down of investment in affiliate                          496        496
  Other                                                          103         82
                                                             -------    -------

      Gross deferred tax asset                                 8,419      7,058
                                                             -------    -------

Deferred tax liabilities
  Excess tax over book depreciation                            1,108      1,061
  Unrealized investment gains                                               387
  Tax on unremitted profits of Puerto
    Rican subsidiary                                              72        124
  Other                                                           23         16
                                                             -------    -------

      Gross deferred tax liability                             1,203      1,588

Valuation allowance                                           (4,842)    (4,791)
                                                             -------    -------

      Net deferred tax asset                                 $ 2,374    $   679
                                                             =======    =======

                                      -55-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


NOTE H - INCOME TAXES (continued)

    In 1994,  the Company sold to its Canadian  subsidiary  warrants to purchase
    396,396 shares of stock in Cedara. 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.  In 2001, as a result of recording an impairment on
    the  aforementioned  asset  (see  Note  E),  the  temporary  difference  was
    eliminated and a deferred tax asset, relating to the future tax benefit from
    the impairment loss, with a full valuation allowance was recorded.

    During  the  first  quarter  of 2001,  the  Company  reduced  its  valuation
    allowance  primarily  to  recognize  deferred  tax  assets of  approximately
    $1,344,000.  Continued and projected  future  profitability of the Company's
    U.S. operations, including those of AngioDynamics,  made it more likely than
    not that  certain  deferred  tax assets  would be  realized  through  future
    taxable earnings.

    During the  fourth  quarter  of 1999,  the  Company  reduced  its  valuation
    allowance  primarily  to  recognize  deferred  tax  assets of  approximately
    $832,000  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  and capital loss  carryforwards  will
    expire in various  amounts over the years 2002 through 2006.  The tax credit
    carryforwards  will expire in various  amounts  over the years 2002  through
    2011.

    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 2, 2001,  undistributed  earnings  of certain  foreign  subsidiaries
    aggregated  $14,840,000  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
    $742,000.

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

                                                       June 2,          June 3,
                                                        2001             2000
                                                       ------           ------
                                                           (in thousands)

    Current - Other current assets                     $1,446            $1,446
    Current - Accrued income taxes                        (72)             (124)
    Noncurrent - Other assets                           1,559
    Noncurrent - Other noncurrent liabilities            (559)             (643)
                                                       ------            ------

      Net deferred tax asset                           $2,374            $  679
                                                       ======            ======


                                      -56-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


NOTE H - INCOME TAXES (continued)

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

                                     2001               2000               1999
                                    ------             ------             ------
                                                   (in thousands)

    U.S.                            $2,395             $7,789             $5,371
    International                    1,242              1,445              1,300
                                    ------             ------             ------

                                    $3,637             $9,234             $6,671
                                    ======             ======             ======


    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  before  income  taxes  for  the  following
    reasons:

                                             2001       2000       1999
                                            -------    -------    -------
                                                     (in thousands)

     Income tax provision                   $   351    $ 3,269    $ 1,874
     Effect of:
       State income taxes, net of Federal
         tax benefit                            (94)      (128)      (108)
       Research and development credit           52         22         27
       Earnings of the Puerto Rican
         subsidiary, net of Puerto Rico
         Corporate tax and Tollgate tax          85        223        242
       Earnings of the Foreign Sales
         Corporation                             11         22         22
       Tax-exempt portion of investment
         income                                 182        111         27
       Change in valuation allowance          1,089         94        770
       Losses of foreign entities
         generating no current tax
         benefit                               (353)      (445)      (553)
       Nondeductible expenses                  (254)      (187)      (148)
       Other                                    168        159        115
                                            -------    -------    -------

     Income tax provision at statutory
       tax rate of 34%                      $ 1,237    $ 3,140    $ 2,268
                                            =======    =======    =======

    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.


                                      -57-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


NOTE I - DEBT

    Notes payable consist of the following:

                                                          June 2,     June 3,
                                                           2001        2000
                                                          ------      ------
                                                             (in thousands)

   Japanese bank
      2.875% note (1)                                       $854
      2.68% note (1)                                                    $1,080
                                                            ----        ------

                                                            $854        $1,080
                                                            ====        ======

  Long-term debt consists of the following:

                                                          June 2,     June 3,
                                                           2001        2000
                                                          ------      ------
                                                             (in thousands)

    Japanese bank loan, due November 2007,
      2.875% (1)                                            $233          $238
    Japanese bank loan, due November 2004,
      1.80% (1)                                              167           298
    Japanese bank loan, due December 2003,
      2.375% (1)                                             153
    Other                                                     11            20
                                                            ----          ----

                                                             564           556
    Less current maturities                                  156           103
                                                            ----          ----

                                                            $408          $453
                                                            ====          ====


     (1)  Guaranteed by the Company and  collateralized  by property,  plant and
          equipment having a net carrying value of $1,887,000 at June 2, 2001.

     (2)  The Company's Canadian subsidiary has available  $1,303,000  (Canadian
          $2,000,000)   under  this  line  of  credit  with  a  bank,  which  is
          collateralized  by accounts  receivable  and  inventory and expires on
          October 31, 2001.

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

     During  2001,  2000  and  1999,  the  weighted  average  interest  rates on
     short-term debt were 3.14%, 2.71% and 3.54%, respectively.


                                      -58-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


NOTE J - ACCRUED LIABILITIES AND OTHER NONCURRENT LIABILITIES

    Accrued liabilities consist of the following:

                                                        June 2,        June 3,
                                                         2001           2000
                                                        ------         ------
                                                           (in thousands)

    Payroll and related expenses                        $3,922         $4,565
    Accrued sales rebates                                1,472          1,498
    Other                                                1,935          1,735
                                                        ------         ------

                                                        $7,329         $7,798
                                                        ======         ======

    Other noncurrent liabilities consist of the following:

                                                        June 2,          June 3,
                                                         2001             2000
                                                        ------           ------
                                                           (in thousands)

    Deferred compensation                               $1,873         $1,792
    Deferred taxes                                         559            643
    Other                                                  363            321
                                                        ------         ------

                                                        $2,795         $2,756
                                                        ======         ======



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 2001,  2000 and  1999,  profit-sharing  contributions  were
     $624,000,  $589,000  and  $581,000,   respectively,   and  401(k)  matching
     contributions were $377,000, $355,000 and $359,000, respectively.

     E-Z-EM also  contributed  $36,000,  $34,000  and $36,000 in 2001,  2000 and
     1999,  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 2001,  2000 and 1999,  contributions  were $100,000,  $85,000 and
     $71,000, respectively.


                                      -59-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


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 2001, 2000 and 1999,  aggregate  rental costs
    under all operating  leases were  approximately  $1,896,000,  $1,713,000 and
    $1,743,000,  respectively,  of which  approximately  $209,000,  $212,000 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 2, 2001, are summarized as follows:

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

                   2002                                $1,069              $189
                   2003                                   805               133
                   2004                                   697               102
                   2005                                   595
                   2006                                   616
                   Thereafter                           1,253
                                                       ------              ----

                                                       $5,035              $424
                                                       ======              ====

    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 2,
    2001, and relating to fiscal 2002, is $406.


                                      -60-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


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 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 in each of 2001, 2000 and 1999 was recognized under these
     plans for options granted to consultants.


                                      -61-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


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
     and earnings per common share would be as follows:

                                             2001          2000         1999
                                            ------        ------       ------
                                           (in thousands, except per share data)

    Net earnings
      As reported                           $3,286        $5,965      $4,797
      Pro forma                              2,336         5,317       4,345

    Basic earnings per common share
      As reported                             $.33          $.60        $.48
      Pro forma                                .24           .53         .43

    Diluted earnings per common share
      As reported                             $.32          $.58        $.47
      Pro forma                                .23           .52         .42

     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 2001, 2000 and 1999, respectively:  dividend yields of zero
     for all years;  expected  volatility ranging from 43.87% to 48.47% in 2001,
     from 44.59% to 48.65% in 2000 and from 41.32% to 48.90% in 1999;  risk-free
     interest rates ranging from 5.10% to 6.06% in 2001,  from 5.99% to 6.89% in
     2000 and from 4.78% to 5.98% in 1999;  and expected terms ranging from 5 to
     9 1/2 years for all years.


                                      -62-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


NOTE M - COMMON STOCK (continued)

     A summary of the status of the  Company's  stock option plans as of June 2,
     2001,  June 3, 2000 and May 29, 1999,  and changes for the three years then
     ended, is presented below:


<TABLE>
<CAPTION>
                                             2001                      2000                      1999
                                     --------------------      ---------------------     --------------------
                                                 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                1,289      $ 5.84          973      $ 4.99         1,002      $ 4.94
    Granted                               25      $ 5.10          472      $ 7.45            33      $ 5.83
    Exercised                             (9)     $ 4.50         (144)     $ 5.42           (56)     $ 4.22
    Forfeited                            (36)     $ 5.82          (12)     $ 4.75            (3)     $ 6.23
    Expired                                                                                  (3)     $10.68
                                       -----                    -----                     -----
    Outstanding at
      end of year                      1,269      $ 5.84        1,289      $ 5.84           973      $ 4.99
                                       =====                    =====                     =====

    Options exercisable
      at year-end                        906      $ 5.22          796      $ 4.89           940      $ 4.96

    Weighted-average
      fair value of
      options granted
      during the year                             $ 2.32                   $ 3.66                    $ 2.59

    1984 Plan
    ---------
    Outstanding at
      beginning of year                  281      $ 5.44          301      $ 5.54           304      $ 5.51
    Granted                                6      $ 5.20            6      $ 6.50             6      $ 5.00
    Exercised                                                     (12)     $ 3.75            (9)     $ 4.22
    Forfeited                                                      (2)     $ 8.58
    Expired                               (6)     $ 6.86          (12)     $ 9.55
                                         ---                      ---                       ---
    Outstanding at
      end of year                        281      $ 5.41          281      $ 5.44           301      $ 5.54
                                         ===                      ===                       ===

    Options exercisable
      at year-end                        269      $ 5.39          275      $ 5.42           289      $ 5.55

    Weighted-average
      fair value of
      options granted
      during the year                             $ 2.41                   $ 3.24                    $ 2.36
</TABLE>


                                      -63-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


NOTE M - COMMON STOCK (continued)


<TABLE>
<CAPTION>
                                           2001                      2000                        1999
                                   --------------------       --------------------      ---------------------
                                               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             136.14     $40,000        129.15      $40,000         130.00        $40,000
    Granted                           1.65     $40,000          8.18      $40,000           1.93        $40,000
    Forfeited                        (5.12)    $40,000         (1.19)     $40,000          (2.78)       $40,000
                                    ------                    ------                      ------
    Outstanding at
      end of year                   132.67     $40,000        136.14      $40,000         129.15        $40,000
                                    ======                    ======                      ======

    Options exercisable
      at year-end                     None                      None                        None

    Weighted-average
      fair value of
      options granted
      during the year                          $25,315                    $26,427                       $26,480
</TABLE>

    The following  information applies to options outstanding and exercisable at
    June 2, 2001:

<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                    706             3.20          $4.43              681           $4.41
     $5.63 to $6.00                    186             7.99          $5.66               73           $5.69
    $8.50 to $10.13                    377             7.99          $8.56              152           $8.65
                                     -----                                              ---

                                     1,269                                              906
                                     =====                                              ===

       1984 Plan
       ---------
     $3.66 to $5.49                    205             3.72          $4.23              199           $4.19
     $5.88 to $8.58                     58             5.01          $7.83               52           $7.98
    $9.58 to $12.49                     18             5.12         $10.99               18          $10.99
                                       ---                                              ---

                                       281                                              269
                                       ===                                              ===
</TABLE>

    On June 2, 2001, there remained  542,933,  115,355 and 3.69 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.


                                      -64-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


NOTE M - COMMON STOCK (continued)

     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 2001,  employees  purchased 941
     shares,  at  $5.31  per  share.  Total  proceeds  received  by the  Company
     approximated $5,000.

     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 2, 2001,  the  Company  had  repurchased  41,860  shares of Class A
     Common Stock and 395,251  shares of Class B Common Stock for  approximately
     $3,057,000.


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
     advances of approximately $100,000 per insured toward the cost of such life
     insurance  policies.  Through  August 2000,  such  advances  were  interest
     bearing  and payable to the Company  annually  by the  insureds.  In August
     2000, the  arrangements  were modified,  to conform to the Company's  other
     split  dollar  life   insurance   arrangements,   making  future   advances
     non-interest bearing. Under collateral assignment agreements,  the proceeds
     from the  policies  will  first be used to repay all  advances  made by the
     Company.  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 2, 2001 and June 3, 2000, the cash surrender value of such policies
     aggregated $741,000 and $474,000, respectively. At June 2, 2001 and June 3,
     2000, advances of $800,000 and $600,000,  respectively, are recorded in the
     consolidated balance sheets under the caption "Other Assets".

     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 2001,
     2000  and  1999.  Fees  for  such  services,  including  fees  relating  to
     attendance at directors' meetings,  were approximately  $314,000,  $446,000
     and $258,000 during 2001, 2000 and 1999, respectively.


                                      -65-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


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 is  engaged  in the  manufacture  and  distribution  of a wide
     variety of  products  which are  classified  into two  operating  segments:
     Diagnostic  products  and  AngioDynamics   products.   Diagnostic  products
     encompass both contrast systems,  consisting of barium sulfate formulations
     and related medical devices used in X-ray, CT-scanning,  ultrasound and MRI
     imaging   examinations,    and   non-contrast   systems,    including   the
     electromechanical  injector  line,  radiological  medical  devices,  custom
     contract   pharmaceuticals,   gastrointestinal   cleansing  laxatives,  and
     immunoassay   tests.    AngioDynamics    products   include   angiographic,
     image-guided  vascular  access,  thrombolytic,   angioplasty,  stents,  and
     drainage medical devices used in the interventional  radiology marketplace.
     The Company's  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 2001,  there were two  customers  to whom sales of  Diagnostic  products
     represented 17% and 12% of total sales,  respectively.  In 2000, there were
     two customers to whom sales of Diagnostic products  represented 18% and 12%
     of total sales, respectively. In 1999, there was one customer to whom sales
     of Diagnostic  products  represented 17% of total sales.  Approximately 19%
     and 14% of accounts receivable pertained to these customers at June 2, 2001
     and  approximately  21% and 14% of accounts  receivable  pertained to these
     customers at June 3, 2000.

     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:


                                      -66-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


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

    Operating Segments                     2001         2000         1999
    ------------------                     ------      ------       ------
                                                     (in thousands)

   Net sales to external customers
     Diagnostic products (1)
       Contrast systems                  $  61,438    $  65,981    $  61,446
       Non-contrast systems                 29,172       27,181       26,640
                                         ---------    ---------    ---------

       Total Diagnostic products            90,610       93,162       88,086
     AngioDynamics products                 22,676       20,706       20,968
                                         ---------    ---------    ---------

   Total net sales to external
     customers                           $ 113,286    $ 113,868    $ 109,054
                                         =========    =========    =========

   Intersegment net sales
     Diagnostic products                 $       1    $       2    $      36
     AngioDynamics products                    714        1,063          503
                                         ---------    ---------    ---------

   Total intersegment net sales          $     715    $   1,065    $     539
                                         =========    =========    =========

   Interest income
     Diagnostic products                 $   1,787    $   1,708    $   1,475
     AngioDynamics products                     70           12           16
     Eliminations                             (952)      (1,004)        (986)
                                         ---------    ---------    ---------

   Total interest income                 $     905    $     716    $     505
                                         =========    =========    =========

   Interest expense
     Diagnostic products                 $     290    $     252    $     263
     AngioDynamics products                    952        1,005          986
     Eliminations                             (952)      (1,004)        (986)
                                         ---------    ---------    ---------

   Total interest expense                $     290    $     253    $     263
                                         =========    =========    =========

   Depreciation and amortization
     Diagnostic products                 $   2,231    $   2,124    $   2,125
     AngioDynamics products                    566          679          704
                                         ---------    ---------    ---------

   Total depreciation and amortization   $   2,797    $   2,803    $   2,829
                                         =========    =========    =========

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

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

   Income tax provision (benefit)
     Diagnostic products                 $   1,864    $   3,566    $   2,419
     AngioDynamics products                 (1,513)        (297)        (545)
                                         ---------    ---------    ---------

   Total income tax provision            $     351    $   3,269    $   1,874
                                         =========    =========    =========


                                      -67-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


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

    Operating Segments (continued)         2001          2000         1999
    ------------------------------        ------        ------       ------
                                                     (in thousands)

   Operating profit (loss)
     Diagnostic products                 $   3,865    $   9,285    $   8,237
     AngioDynamics products                   (290)        (739)        (990)
     Eliminations                              (50)          53           (5)
                                         ---------    ---------    ---------

   Total operating profit                $   3,525    $   8,599    $   7,242
                                         =========    =========    =========

   Net earnings (loss)
     Diagnostic products                 $   2,993    $   7,328    $   5,960
     AngioDynamics products                    343       (1,416)      (1,158)
     Eliminations                              (50)          53           (5)
                                         ---------    ---------    ---------

   Total net earnings                    $   3,286    $   5,965    $   4,797
                                         =========    =========    =========

   Other significant non-cash items
     Diagnostic products
       Impairment of long-lived assets   $   1,016    $    --      $    --
       Impairment of investment in
         affiliate                            --           --            896
     AngioDynamics products
       Loss on sale of subsidiary and
         related assets                        872         --           --
                                         ---------    ---------    ---------

   Total other significant non-cash
     items                               $   1,888    $    --      $     896
                                         =========    =========    =========

   Assets
     Diagnostic products                 $ 108,463    $ 111,046    $ 107,027
     AngioDynamics products                 16,782       17,573       17,922
     Eliminations                          (27,790)     (29,534)     (28,890)
                                         ---------    ---------    ---------

   Total assets                          $  97,455    $  99,085    $  96,059
                                         =========    =========    =========

   Capital expenditures
     Diagnostic products                 $   2,277    $   2,813    $   1,831
     AngioDynamics products                    466          393          376
                                         ---------    ---------    ---------

   Total capital expenditures            $   2,743    $   3,206    $   2,207
                                         =========    =========    =========

(1)  Net sales have been retroactively restated to reflect the reclassifications
     of freight billed to customers and related  freight costs described in Note
     A.


                                      -68-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


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:

                                       2001          2000         1999
                                      ------        ------       ------
                                               (in thousands)

       Net sales (1)
         U.S. operations             $  96,284    $  95,877    $  90,763
         International operations:
           Canada                       24,195       23,825       23,022
           Other                         9,907       12,712       12,251
         Eliminations                  (17,100)     (18,546)     (16,982)
                                     ---------    ---------    ---------

       Total net sales               $ 113,286    $ 113,868    $ 109,054
                                     =========    =========    =========

       Long-lived assets
         U.S. operations             $  12,580    $  13,727    $  14,154
         International operations:
           Canada                        6,627        6,526        5,672
           Other                         2,248        4,026        4,251
                                     ---------    ---------    ---------

       Total long-lived assets       $  21,455    $  24,279    $  24,077
                                     =========    =========    =========

    (1)  Net  sales   have  been   retroactively   restated   to   reflect   the
         reclassifications  of freight  billed to customers and related  freight
         costs described in Note A.


NOTE P - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

    Quarterly results of operations during 2001 and 2000 were as follows:

                                                  2001
                                   -------------------------------------
                                    First    Second     Third    Fourth
                                   quarter   quarter   quarter   quarter
                                   -------   -------   -------   -------
                                    (in thousands, except per share data)

       Net sales (1)               $27,733   $26,658   $27,809   $31,086
       Gross profit (1)             11,469    11,314    10,095    12,814
       Net earnings                  1,842       861       106       477
       Earnings per common share
         Basic (2)                     .19       .09       .01       .05
         Diluted                       .18       .08       .01       .05


                                      -69-
<PAGE>

                          E-Z-EM, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   June 2, 2001, June 3, 2000 and May 29, 1999


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

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

       Net sales (1)               $27,619   $28,394   $26,209   $31,646
       Gross profit (1)             11,503    12,543    10,482    13,277
       Net earnings                  1,798     1,817       516     1,834
       Earnings per common share
         Basic (2)                     .18       .18       .05       .18
         Diluted (2)                   .18       .18       .05       .18

    (1)   Net sales and gross profit have been retroactively restated to reflect
          the  reclassifications  of freight  billed to  customers  and  related
          freight costs described in Note A.

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


                                      -70-
<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>                 <C>
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
                                      =====              ===                                ===               =====

Fifty-two weeks
  ended June 2, 2001

Allowance for
  doubtful accounts....              $  853             $ 88                               $280 (a)          $  661
                                      =====              ===                                ===               =====
</TABLE>

(a) Amounts written off as uncollectible.


                                      -71-
<PAGE>

                                                                      Exhibit 21


Subsidiaries of the Registrant
------------------------------

     The Registrant,  E-Z-EM, Inc., is a Delaware corporation.  The subsidiaries
of the  Registrant  included in the  consolidated  financial  statements  are as
follows:

                                                                  Incorporated
                                                                  ------------

        AngioDynamics, Inc.                                          Delaware

        E-Z-EM Belgium B.V.B.A.                                      Belgium

        E-Z-EM Canada Inc.                                            Canada

        E-Z-EM Caribe, Inc.                                          Delaware

        E-Z-EM International, Inc.                                   Barbados

        E-Z-EM Ltd.                                                  England

        E-Z-EM Nederland B.V.                                        Holland

        Enteric Products, Inc.                                       Delaware

        Leocor, Inc.                                                 Delaware

        Toho Kagaku Kenkyusho Co., Ltd.                               Japan

        All subsidiaries of the Registrant are wholly-owned.


                                      -72-
<PAGE>

                                                                      Exhibit 23


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We consent to the incorporation by reference in Registration Statements No. 2-
9458, No. 33-00184, No. 33-43168, No. 33-85010, No. 333-11325 and No. 333-46600
of E-Z-EM, Inc. on Form S-8 of our report dated July 27, 2001, appearing in the
Annual Report on Form 10-K of E-Z-EM, Inc. and Subsidiaries for the fifty-two
weeks ended June 2, 2001.




GRANT THORNTON LLP

Melville, New York
August 27, 2001


                                      -73-
<PAGE>

                                                                      Exhibit 99


AUDITORS' REPORT

To the shareholder of
E-Z-EM Canada Inc.

We have audited the consolidated  balance sheets of E-Z-EM CANADA INC. as of May
31, 2001 and 2000 and the consolidated  statements of income,  retained earnings
and cash flows for the years ended May 31, 2001, 2000 and 1999.  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  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards  require that we plan and perform an 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.

In our opinion,  these consolidated  financial statements present fairly, in all
material respects,  the financial position of the company as of May 31, 2001 and
2000 and the  results of its  operations  and its cash flows for the years ended
May 31, 2001,  2000 and 1999 in accordance  with generally  accepted  accounting
principles.


Jacques Davis Lefaivre
Chartered Accountants

Montreal, July 6, 2001


                                      -74-