<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C.  20549

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

                                      FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934



For Quarter Ended: SEPTEMBER 30, 1996     Commission File Number:  0-19746
                   ------------------                              -------

                                ECOSCIENCE CORPORATION
                                ----------------------
                (Exact name of registrant as specified in its charter)


                                       DELAWARE
                                       --------
             (State or other jurisdiction incorporation or organization)


                                      04-2912632
                                      ----------
                         (I.R.S. Employer Identification No.)

                   10 ALVIN COURT, EAST BRUNSWICK, NEW JERSEY 08816
                   ------------------------------------------------
             (Address of principal executive offices, including zip code)


                                     908-432-8200
                                     ------------
                 (Registrant's telephone number, including area code)


    Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 YES   X   NO       
                                  ------   ------



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

            Class                               Outstanding at November 11, 1996
            -----                               --------------------------------

Common Stock, par value $.01 per share                     10,382,177

Total Number of Sequentially Numbered Pages: 18       Exhibit Index on Page: 17


                                         -1-

<PAGE>

                                ECOSCIENCE CORPORATION

                              INDEX TO QUARTERLY REPORT

                                     ON FORM 10-Q

                       FOR THE QUARTER ENDED SEPTEMBER 30, 1996



                                                                           PAGE
                                                                           ----

PART I. - FINANCIAL INFORMATION

         Item 1.   Consolidated Financial Statements:

                   Consolidated Balance Sheets -

                       September 30, 1996 and June 30, 1996                3


                   Consolidated Statements of Operations -

                       Three Months Ended September 30, 1996  and 1995      4


                   Consolidated Statements of Cash Flows -
         
                       Three Months Ended September 30, 1996 and 1995      5


                   Notes to Consolidated Financial Statements            6 - 9



         Item 2.  Management's Discussion and Analysis of Financial

                       Condition and Results of Operations               10 - 14



PART II. - OTHER INFORMATION                                              15


SIGNATURES                                                                 16


                                         -2-

<PAGE>

                                ECOSCIENCE CORPORATION
                             CONSOLIDATED BALANCE SHEETS
                          (In thousands, except share data)


                                                        September 30,  June 30,
                                                            1996         1996
                                                         (UNAUDITED)
                      ASSETS

Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . .   $    358     $    734
  Short-term investments. . . . . . . . . . . . . . . .        702          700
  Restricted cash, cash equivalents and short-term
    investments . . . . . . . . . . . . . . . . . . . .      1,205        1,205
  Accounts receivable, less reserves of $131 at
    September 30, 1996 and $118 at June 30, 1996. . . .      1,702        1,552
  Interest receivable . . . . . . . . . . . . . . . . .         33           32
  Inventories . . . . . . . . . . . . . . . . . . . . .      2,288        2,001
  Other current assets. . . . . . . . . . . . . . . . .        520          795
                                                           --------    ---------
    Total current assets. . . . . . . . . . . . . . . .      6,808        7,019
                                                           --------    ---------

Property and equipment, net . . . . . . . . . . . . . .        642          998
Intangible assets, net. . . . . . . . . . . . . . . . .      1,898        1,949
Other noncurrent assets . . . . . . . . . . . . . . . .        138          145
                                                           --------    ---------

    Total assets. . . . . . . . . . . . . . . . . . . .   $  9,486     $ 10,111
                                                           --------    ---------
                                                           --------    ---------

        LIABILITIES AND STOCKHOLDERS' INVESTMENT

Current liabilities:

  Current maturities of noncurrent liabilities. . . . .   $  1,051     $  2,441
  Accounts payable. . . . . . . . . . . . . . . . . . .      2,583        2,347
  Accrued restructuring costs . . . . . . . . . . . . .        674          730
  Accrued expenses and other current liabilities. . . .      1,396        1,809
                                                           --------    ---------
    Total current liabilities . . . . . . . . . . . . .      5,704        7,327
                                                           --------    ---------

Noncurrent liabilities:

  Long-term debt and capital leases, less current
    maturities. . . . . . . . . . . . . . . . . . . . .          9           11
  Other long-term liabilities . . . . . . . . . . . . .        300          300
                                                           --------    ---------
    Total noncurrent liabilities. . . . . . . . . . . .        309          311
                                                           --------    ---------
 
Commitments and contingencies . . . . . . . . . . . . .          -            -

Stockholders' investment:

  Preferred stock, $.01 par value, 1,000,000 shares
    authorized; none issued and outstanding . . . . . .          -            -
  Common stock, $.01 par value, 25,000,000 shares 
    authorized; 10,382,177 and 9,342,177 shares issued
    and outstanding at September 30, 1996 and
    June 30, 1996, respectively . . . . . . . . . . . .        104           93
  Additional paid-in capital. . . . . . . . . . . . . .     57,186       56,077
  Accumulated deficit . . . . . . . . . . . . . . . . .    (53,818)     (53,697)
  Unrealized gain on short-term investments . . . . . .          1            -
                                                           --------    ---------
    Total stockholders' investment. . . . . . . . . . .      3,473       2,473
                                                           --------    ---------
    Total liabilities and stockholders' investment. . .   $  9,486    $ 10,111
                                                           --------    ---------
                                                           --------    ---------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


                                         -3-

<PAGE>

                                ECOSCIENCE CORPORATION
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                       (In thousands, except per share amounts)


                                                Three months ended September 30,
                                                --------------------------------
                                                      1996           1995
                                                --------------- ----------------
                                                           (Unaudited)

Product sales . . . . . . . . . . . . . . . . .  $    4,508    $      4,095
                                                  -----------   -------------

Cost of goods sold. . . . . . . . . . . . . . .       3,405           3,147
                                                  -----------   -------------

Gross profit. . . . . . . . . . . . . . . . . .       1,103             948
                                                  -----------   -------------

Operating expenses:
    Research and development. . . . . . . . . .         128             312
    Selling and marketing . . . . . . . . . . .         578             594
    General and administrative. . . . . . . . .         545             505
    Reversal of restructuring charge. . . . . .         (77)              -
    Other . . . . . . . . . . . . . . . . . . .          17              (4)
                                                  -----------   -------------
          Total operating expenses. . . . . . .       1,191           1,407
                                                  -----------   -------------

Operating loss. . . . . . . . . . . . . . . . .         (88)           (459)
                                                  -----------   -------------

Other income (expense):
    Research, development, licensing
        fees and other income . . . . . . . . .           7              19
    Investment income . . . . . . . . . . . . .          34              80
    Interest and other expense. . . . . . . . .         (74)           (256)
                                                  -----------   -------------
          Total other expense . . . . . . . . .         (33)           (157)
                                                  -----------   -------------

Net loss. . . . . . . . . . . . . . . . . . . .  $     (121)   $       (616)
                                                  -----------   -------------
                                                  -----------   -------------

Net loss per common share . . . . . . . . . . .  $    (0.01)   $      (0.07)
                                                  -----------   -------------
                                                  -----------   -------------

Weighted average number of common
     shares outstanding . . . . . . . . . . . .       9,387           8,842
                                                  -----------   -------------
                                                  -----------   -------------


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


                                         -4-

<PAGE>


                                ECOSCIENCE CORPORATION
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (In thousands)



                                                      Three  Months Ended 
                                                         September 30,  
                                                   -------------------------
                                                      1996           1995
                                                   ----------     ----------
                                                          (Unaudited)
Cash flows from operating activities:
  Net loss. . . . . . . . . . . . . . . . . . .   $    (121)     $     (616)
  Adjustments to reconcile net loss to net
    cash used for operating activities:
       Depreciation and amortization. . . . . .          98             166
       Loss on sale of  investments . . . . . .           -              10
       Gain on sale of property and equipment .           -              (1)
       Reversal of restructuring charges. . . .         (77)            -  
       Foreign exchange loss (gain) . . . . . .           7             (19)
       Changes in current assets and liabilities:
         Accounts and interest receivable . . .        (150)           (763)
         Inventories. . . . . . . . . . . . . .        (287)           (358)
         Other current assets . . . . . . . . .         275              13
         Accounts payable and accrued expenses.        (184)            848
         Accrued restructuring costs. . . . . .         (56)           (875)
                                                  ---------      ----------

    Net cash used for operating activities. . .        (495)         (1,595)
                                                  ---------      ----------

Cash flows from investing activities:
    Purchases of property and equipment . . . .         (19)            (49)
    Proceeds from sale of short-term
       investments. . . . . . . . . . . . . . .           -           3,349
    Decrease in other noncurrent assets . . . .           7               4
                                                  ---------      ----------

       Net cash (used for) provided by
         investing activities . . . . . . . . .         (12)          3,304
                                                  ---------      ----------

Cash flows from financing activities:
    Proceeds from issuance of stock . . . . . .       1,119               1
    Proceeds from long-term debt. . . . . . . .           -              11
    Payments on long-term debt and capital leases      (988)           (454)
                                                  ---------      ----------
    Net cash provided by (used for) financing
       activities . . . . . . . . . . . . . . .         131            (442)

Effect of exchange rate changes on cash . . . .           -              (4)
                                                  ---------      ----------
(Decrease) increase in cash and cash equivalents       (376)          1,263

Cash and cash equivalents at beginning of period        734             561
                                                  ---------      ----------
Cash and cash equivalents at end of period  . .   $     358      $    1,824
                                                  ---------      ----------
                                                  ---------      ----------

Total unrestricted and restricted cash, cash
  equivalents and short-term investments at
  end of period . . . . . . . . . . . . . . . .   $   2,265      $    5,791
                                                  ---------      ----------
                                                  ---------      ----------


SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:
    Interest. . . . . . . . . . . . . . . . . .   $      88      $      241
    Income taxes. . . . . . . . . . . . . . . .          11              17

Non-cash investing and financing activities:
    Disposition of equipment under capital lease        308               -
    Termination of capital lease obligation . .      (1,248)              -

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


                                         -5-

<PAGE>

                                ECOSCIENCE CORPORATION

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  SEPTEMBER 30, 1996


                                     (Unaudited)


1.   OPERATIONS

     EcoScience Corporation ("EcoScience") and its wholly owned subsidiaries
     (collectively, the "Company"), Agro Dynamics, Inc. and Agro Dynamics
     Canada Inc. (collectively, "AGRO") and EcoScience Produce Systems Corp.
     ("EPSC") are engaged in the development and commercialization of natural
     pest control products, naturally derived coatings to preserve food quality
     and extend the shelf life of fruits and vegetables, and the marketing and
     distribution of advanced technologies, products, growing systems and
     services for the intensive farming, horticulture and produce packing
     industries.  The Company derives a major portion of its revenues from the
     sale of growing medium products to the North American intensive farming and
     horticulture industries, and sorting, grading and packing equipment to the
     produce packing industry, and to a lesser extent from the sale of
     postharvest coating products to the fresh fruit and vegetable markets
     throughout the western hemisphere.

     The Company historically has devoted substantially all of its efforts
     toward new product research and development, and the manufacture, marketing
     and distribution of products developed, acquired or licensed. 
     Substantially all revenues generated by the Company prior to the
     acquisition of AGRO were from collaborative research and development
     arrangements and investment income.  The Company introduced its first two
     products, the Bio-Path-Registered Trademark- Cockroach Control Chamber and
     Nature Seal-Registered Trademark-, in June 1993.  In March 1995, the
     Company began marketing its third product, Bio-SaveTM PostHarvest
     BioProtectant.  In August 1995, the Company introduced its fourth product,
     Bio-BlastTM Biological Termiticide.  The Company is subject to a number of
     risks similar to those of other companies in similar stages of development,
     including dependence on key individuals, competition from other products
     and companies, the necessity to develop, register, and manufacture
     commercially usable products, the ability to achieve profitable operations
     and the need to raise additional funds through public or private debt or
     equity financing.  The Company has ceased production of the first
     generation Bio-Path Cockroach Control Chamber.  The Company has completed
     formulation of a second generation product, which has not yet received EPA
     approval, and is seeking contractors for reduced cost toll manufacturing. 
     The Company is currently seeking partners to market the second generation
     product.

     The Company believes its cash and short-term investments as of September
     30, 1996, together with the proceeds from the equity offering and funds
     available under its existing or potential replacement revolving line of
     credit, along with revenues from product sales will be sufficient to
     finance the Company's working capital needs for at least the next twelve
     months.  At such time, the Company may need to raise additional funds
     through public or private debt or equity financing, although there can be
     no assurances that such funds will be available on terms favorable to the
     Company, if at all.  The Company is continuing to explore potential
     mergers, joint ventures, and various other strategic options, which are
     aimed at enhancing stockholder value and the long-term commercial viability
     of the Company.


                                         -6-

<PAGE>

2.   BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements have been
     prepared by the Company and reflect all adjustments, consisting of only
     normal recurring adjustments, which are, in the opinion of management,
     necessary for a fair presentation of financial results for the three month
     periods ended September 30, 1996 and 1995, in accordance with generally
     accepted accounting principles for interim financial reporting and pursuant
     to Article 10 of Regulation S-X.  Certain information and footnote
     disclosures normally included in the Company's annual audited consolidated
     financial statements have been condensed or omitted pursuant to such rules
     and regulations.  

     The results of operations for the three month periods ended September 30,
     1996 and 1995 are not necessarily indicative of the results of operations
     to be expected for a full fiscal year. These interim consolidated financial
     statements should be read in conjunction with the audited consolidated
     financial statements for the fiscal year ended June 30, 1996, which are
     included in the Company's Annual Report on Form 10-K filed with the
     Securities and Exchange Commission.

     The accompanying interim consolidated financial statements include the
     accounts of the Company and its wholly-owned subsidiaries, AGRO and EPSC. 
     All material intercompany transactions and balances have been eliminated in
     consolidation.  The financial statements for the three months ended
     September 30, 1996 contain certain reclassifications to conform with the
     current year basis of presentation.

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


3.   INVENTORIES

     Inventories are stated at the lower of first-in, first-out (FIFO) cost or
     market and consist of the following: 


                                                    September 30,     June 30,
                                                       1996             1996
                                                     ---------       ---------
     (IN THOUSANDS)


     Raw materials. . . . . . . . . . . . . .        $    324        $    226
     Work in process. . . . . . . . . . . . .              -               - 
     Finished goods . . . . . . . . . . . . .           1,964           1,775
                                                     --------        --------
                                                     $  2,288        $  2,001
                                                     --------        --------
                                                     --------        --------



     Work in process and finished goods include material, labor and
manufacturing overhead.


                                         -7-

<PAGE>

4.   DEBT AND LEASES

     On June 30, 1994, the Company sold certain manufacturing equipment and
     leasehold improvements with an original cost of approximately $3,800,000 to
     a financing company.  The Company, in turn, leased the equipment and
     improvements back from the financing company.  The lease was accounted for
     as a capital lease obligation.  The lease bore interest at an effective
     rate of approximately 14% and had been payable in monthly installments of
     principal and interest of approximately $88,000 over 50 months.  In October
     1995, the Company made an advance payment of approximately $1,135,000,
     which satisfied the total amount of the obligation outstanding under rental
     schedule No. 2 to the lease.  The Company continued to make the remaining
     monthly payments of approximately $55,000 under rental schedule No. 1 to
     the lease, until the remaining obligation was fully satisfied on September
     27, 1996, with the proceeds from an equity offering described in Note 5. 
     Pursuant to a lease settlement agreement dated August 8, 1996, between the
     Company and the financing company, the Company paid $880,000 to satisfy the
     remaining capital lease obligation under rental schedule No. 1 of
     approximately $1,248,000 of principal and $17,000 of accrued interest, and
     returned certain leased equipment with a net book value of $308,000 to the
     financing company on September 27, 1996, which resulted in a reversal of
     restructuring charge of $77,000.  The Company reclassified $880,000 from
     "long-term debt and capital leases" to "current maturities of noncurrent
     liabilities" in the consolidated balance sheet to reflect the impact of
     this agreement as of June 30, 1996.

     On October 28, 1994, the Company and AGRO entered into a revolving line of
     credit with a bank, under which AGRO may borrow up to the lesser of
     $1,500,000 or the sum of 75% of eligible accounts receivable and 25% of
     eligible inventories up to a maximum of $250,000 on a revolving basis for
     working capital needs.  Funds borrowed under the revolving line of credit
     have borne interest at a rate of prime (8.25% at September 30, 1996) plus
     1.5% and are secured by all assets of AGRO and all the outstanding common
     stock of AGRO owned by the Company.  Interest on funds borrowed under the
     revolving line of credit is payable monthly in arrears and repayment of
     principal was originally due on January 5, 1996.  On October 5, 1995, the
     Company and the bank entered into an amendment to the revolving line of
     credit agreement pursuant to which the bank, among other modifications,
     extended the expiration date of the credit agreement from January 5, 1996
     to July 5, 1996, and any principal amounts outstanding, together with
     accrued interest thereon, were due on such date.

     On July 5, 1996, September 5, 1996 and October 5, 1996, the Company and the
     bank entered into three amendments to the revolving line of credit
     agreement pursuant to which the bank extended the expiration date of the
     credit agreement from July 5, 1996 to December 15, 1996 on the same terms,
     and any principal amounts outstanding, together with accrued interest
     thereon, are due on December 15, 1996.  The Company is currently
     negotiating with the bank certain modifications to the terms of the
     revolving line of credit which include, but are not limited to, an increase
     in the borrowing capacity, elimination of the cash collateral coverage
     requirement, financial covenants and extension of the repayment and
     expiration dates of the credit agreement.  In addition, the Company has
     received term sheets from financial institutions to replace the existing
     revolving line of credit with a proposed credit facility structure that
     meets the Company's requirements for the foreseeable future.  The Company
     believes that it will obtain either a modification and extension to the
     existing revolving line of credit agreement or secure another financing
     arrangement which has terms no less favorable than those contained in the
     current revolving line of credit agreement in fiscal 1997.


                                         -8-

<PAGE>

5.   STOCKHOLDERS' INVESTMENT

     On September 27, 1996, the Company sold 1,040,000 unregistered shares of
     common stock in a Regulation D offering.  Net proceeds realized from the
     equity offering totaled $1,119,000 after placement agent fees and expenses
     and Company expenses totaling $181,000.  In connection with the offering,
     the Company also issued a warrant to purchase 156,000 shares of its common
     stock at $2.00 per share to the placement agent.  The Company agreed to
     register the shares of the offering and the warrant within nine months  of
     the offering date under the Securities Act of 1933.


                                         -9-

<PAGE>

                                ECOSCIENCE CORPORATION

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


GENERAL

The Company is a marketing, sales and product development company servicing the
needs of the agricultural specialties markets and professional pest control
operators ("PCO").  The Company provides (i) sophisticated growing systems to
greenhouse operators, (ii) technologically advanced sorting, grading and packing
equipment to produce packers, (iii) equipment, coatings and disease control
products, including all natural biologicals for protecting fruits, vegetables
and ornamentals in storage and transit to market, and (iv) unique biological
pest control products to PCO.  The Company focuses on the technical marketing of
agricultural specialties products and services, and the development of
biological pest control products.

The Company serves the specialty agriculture market through its subsidiaries: 
AGRO and EPSC.  On November 18, 1992, EcoScience acquired all of the outstanding
capital stock of AGRO, an East Brunswick, New Jersey based company that designs
and markets products and growing systems for the North American horticulture
industry.  AGRO also sells technologically advanced products and services for
intensive farming. On May 24, 1994, the Company acquired certain assets and
liabilities of American Machinery Corporation ("AMC"), an Orlando, Florida based
business that provides postharvest coating products and services to the fresh
fruit and vegetable markets throughout the United States, the Caribbean, Central
America and South America.  Concurrent with the acquisition of AMC, the Company
formed EPSC to combine the AMC product line and operating unit with its existing
activities in those markets.  EcoScience sells to PCO through marketing
collaborations with Terminix International Company L.P. ("Terminix") and Maruwa
Biochemical Co., Ltd. ("Maruwa Biochemical").

The Company's primary products are (i) advanced growing systems based on
Stonewool-Registered Trademark- manufactured by Grodania A/S, (ii) sophisticated
sorting, grading and packing equipment manufactured by Aweta, B.V., (iii) 
computerized environmental and irrigation control systems manufactured by  H.
Hoogendoorn  Automation  B.V., (iv) PacRite-Registered Trademark- and Indian
River Gold TM  coatings  manufactured  by  EPSC,  (v) the  Bio-SaveTM 
PostHarvest BioProtectant line of products and (vi) the Bio-BlastTM Biological
Termiticide manufactured by EcoScience.  In addition, the Company distributes a
broad array of specialty products used in greenhouses and in fruit, vegetable
and ornamental packing.


RESULTS OF OPERATIONS

                      THREE MONTHS ENDED SEPTEMBER 30, 1996 VS.
                        THREE MONTHS ENDED SEPTEMBER 30, 1995

The Company's product sales increased $413,000 or 10% to $4,508,000 for the
three months ended September 30, 1996 from $4,095,000 for the same period in
1995. These increases were due to the increases in product sales by AGRO of
$231,000, EPSC of $122,000 and EcoScience of $60,000.  


                                         -10-

<PAGE>

The following table sets forth the Company's product sales by operating company
for the three months ended September 30, 1996 and 1995:

                                                     Three Months Ended
                                                        September 30,
                                              ----------------------------------

                                                1996        1995      Increase
                                                ----        ----      --------
(IN THOUSANDS)


 AGRO . . . . . . . . . . . . . . . .         $ 3,815     $ 3,584     $   231
 EPSC . . . . . . . . . . . . . . . .             592         470         122
 EcoScience . . . . . . . . . . . . .             101          41          60
                                              -------     -------     -------
     Consolidated . . . . . . . . . .         $ 4,508     $ 4,095     $   413
                                              -------     -------     -------
                                              -------     -------     -------

AGRO is the exclusive distributor in the United States and Canada of the Grodan
brand of stonewool, which is an inert growing medium supplied by Grodania  A/S,
a Danish Company.  The sale of products under the distribution agreement with
Grodania accounted for 33% and 39% of the Company's total product sales for the
three months ended September 30, 1996 and 1995, respectively.  AGRO is also the
exclusive distributor of sophisticated sorting, grading and packing equipment,
manufactured by Aweta B.V., a Netherlands based company, to the fruit, vegetable
and flower markets in the United States, Canada, Mexico and the Caribbean.  The
sale of products and equipment under this distribution agreement accounted for
28% and 39% of total product sales for the three months ended September 30, 1996
and 1995, respectively.  Although there are a limited number of sources of the
particular growing medium products that are sold under the Grodania distribution
agreement, and sorting, grading  and packing equipment under the Aweta
distribution agreement, the Company believes that other suppliers could provide
similar products on comparable terms.  A change in suppliers, however could
cause a delay in filling orders as well as a possible loss of sales, which would
adversely affect operating results. The Company believes that revenues under
these distribution agreements will each account for more than 10% of the
Company's product sales in fiscal 1997.  

Cost of goods sold increased $258,000 or 8% to $3,405,000 for the three months
ended September 30, 1996 from $3,147,000 for the same period in 1995 due
primarily to the increases in AGRO's and EcoScience's cost of goods sold of
$245,000 and $17,000, respectively, offset by a $4,000 decrease in EPSC's cost
of goods sold. AGRO's and EcoScience's increases in cost of goods sold resulted
primarily from increases in sales volume.

Gross profit on product sales increased $155,000 or 16% to $1,103,000 for the
three months ended September 30, 1996 from $948,000 for the same period in 1995,
while gross profit percentage on product sales increased to 25% for the three
months ended September 30, 1996 from 23% for the same period in 1995, due
primarily to EcoScience's and EPSC's reduced product costs. 

Research and development expenses decreased $184,000 or 59% to $128,000 for the
three months ended September 30, 1996 from $312,000 for the same period in 1995
due primarily to reductions in personnel and related costs at EcoScience and
EPSC.  The Company has and will continue to incur ongoing research and
development expenses for its Bio-SaveTM PostHarvest BioProtectant, Bio-BlastTM
Biological Termiticide and other select programs in fiscal 1997.


Selling and marketing expenses decreased $16,000 or 3% to $578,000 for the three
months ended September 30, 1996 from $594,000 for the same period in 1995 due
primarily to a decrease in EPSC's selling and marketing expenses of $71,000 and
an increase of $53,000 at


                                         -11-

<PAGE>

AGRO. The decrease in EPSC's selling and marketing expenses for the three months
ended September 30, 1996 was primarily attributable to the continued reduction
of selling and marketing department personnel and related costs.  The increase
in AGRO's selling and marketing expenses was primarily due to additional
personnel and related costs to support higher product sales.

General and administrative expenses increased $40,000 or 8% to $545,000 for the
three months ended September 30, 1996 from $505,000 for the same period in 1995
due primarily to the increase in EcoScience's general and administrative
expenses of $91,000, which was partially offset by a decrease in such expenses
for AGRO and EPSC of $11,000 and $40,000, respectively.  The increase in
EcoScience's general and administrative expenses in the three months ended
September 30, 1996 was primarily attributable to personnel and related costs,
and professional expenses.  The decrease in EPSC's general and administrative
expenses was primarily attributable to personnel and related costs.

In August 1996, the Company and a finance company reached a lease settlement
agreement under which the Company paid $880,000 to satisfy the remaining lease
obligation of approximately $1,248,000 of principal and $17,000 of accrued
interest, and returned certain leased equipment with a net book value of
$308,000 to the financing company, which resulted in a reversal of restructuring
charge of $77,000.

Operating loss decreased $371,000 or 81% to $88,000 for the three months ended
September 30, 1996 as compared to an operating loss of $459,000 for the same
period in 1995.  The reduction in operating loss resulted from a $155,000
increase in gross profit and a $216,000 reduction of total operating expenses in
the three months ended September 30, 1996 as compared to the same period in
1995.

Other income/expense decreased $124,000 or 79% to $33,000 net expense in the
three months ended September 30, 1996 as compared to $157,000 net expense for
the same period in 1995.  The decrease was primarily attributable to (i) a
reduction in interest and other expenses of $182,000 or 71% to $74,000, due
primarily to the decrease in interest expense resulting from the lower average
level of long-term debt and capital lease obligations outstanding during the
three months ended September 30, 1996 as compared to the same period in 1995,
and (ii) a decrease in investment income of $46,000, resulting from a decline in
the average funds available for investment for the three months ended September
30, 1996 as compared to the same period in 1995. 

The Company's net loss decreased $495,000, 80% or $0.06 per share to $121,000 or
$0.01 per share for the three months ended September 30, 1996 as compared to a
net loss of $616,000 or $0.07 per share for the same period in 1995.


LIQUIDITY AND CAPITAL RESOURCES

Since inception the Company's cash expenditures have exceeded its revenues.  The
Company's operations have been funded through public and private placements of
its equity securities, bank loans and lease financing, revenues from product
sales, licensing, collaborative research and development arrangements, and
investment income.  In conjunction with the asset valuation and restructuring
charges recorded in 1995, the Company implemented and substantially completed in
fiscal 1996 a program to reduce its operating losses and to conserve its cash
resources for use in the Company's operating businesses.  This restructuring
program has significantly reduced research and development and general and
administrative costs from historical levels.  In the three months ended
September 30, 1996, the Company funded $56,000 of accrued restructuring costs
that had been recorded in 1994 and 1995.  The funded amount consisted of $38,000
related to employee severance benefits and $18,000 related to other contractual
liabilities.  The balance of accrued restructuring costs, $974,000 (total
current and noncurrent portions), as of September 30, 1996, is expected to be
funded in 1997 and beyond.  The Company expects to incur administrative,
business development and


                                         -12-

<PAGE>

commercialization expenditures in the future as it advances the development,
manufacturing, and marketing of Bio-Blast and Bio-Save products.  In addition,
the Company expects to incur incremental costs associated with its plans to
expand product lines at AGRO.  The Company may also use cash to acquire
technology, products or companies that support the strategy of the Company.

Cash and cash equivalents were $358,000 at September 30, 1996, compared to
$734,000 at June 30, 1996.  Unrestricted and restricted cash, cash equivalents,
and short-term investments totaled $2,265,000, compared to $2,639,000 at June
30, 1996.  Cash flows used for operating activities totaled $495,000 and are
principally represented by (i) an increase in accounts and interest receivable
of $150,000; (ii) an increase in inventory of $287,000; (iii) a decrease in
accounts payable and accrued expenses of $184,000; partially offset by a
decrease in other current assets of $275,000.  Cash flows provided by financing
activities totaled $131,000 in the three months ended September 30, 1996, which
consisted principally of proceeds from issuance of common stock of $1,119,000
and payments of $988,000 on debt and capital leases.  Cash flows used for
investment activities for the three months ended September 30, 1996 totaled
$12,000.  The Company's working capital and current ratio were $1,104,000 and
1.2 to 1, respectively, at September 30, 1996, compared to ($308,000) and 0.9 to
1, respectively, at June 30, 1996.

On June 30, 1994, the Company sold certain manufacturing equipment and leasehold
improvements with an original cost of approximately $3,800,00 to a financing
company.  The Company, in turn, leased the equipment and improvements back from
the financing company.  The lease was accounted for as a capital lease
obligation.  The lease bore interest at an effective rate of approximately 14%
and had been payable in monthly installments of principal and interest of
approximately $88,000 over 50 months.  In October 1995, the Company made an
advance payment of approximately $1,135,000, which satisfied the total amount of
the obligation outstanding under rental schedule No. 2 to the lease.  The
Company continued to make the remaining monthly payments of approximately
$55,000 under rental schedule No. 1 to the lease, until the remaining obligation
was fully satisfied on September 27, 1996, with the proceeds from an equity
offering described in Note 5.  Pursuant to a lease settlement agreement dated
August 8, 1996, between the Company and the financing company, the Company paid
$880,000 to satisfy the remaining capital lease obligation under rental schedule
No. 1 of approximately $1,248,000 of principal and $17,000 of accrued interest,
and returned certain leased equipment with a net book value of $308,000 to the
financing company on September 27, 1996, which resulted in a reversal of
restructuring charge of $77,000.  The Company reclassified $880,000 from
"long-term debt and capital leases" to "current maturities of noncurrent
liabilities" in the consolidated balance sheet to reflect the impact of this
agreement as of June 30, 1996.

On October 28, 1994, the Company and AGRO entered into a revolving line of
credit with a bank, under which AGRO may borrow up to the lesser of $1,500,000
or the sum of 75% of eligible accounts receivable and 25% of eligible
inventories up to a maximum of $250,000 on a revolving basis for working capital
needs.  Funds borrowed under the revolving line of credit have borne interest at
a rate of prime (8.25% at September 30, 1996) plus 1.5% and are secured by all
assets of AGRO and all the outstanding common stock of AGRO owned by the
Company.  Interest on funds borrowed under the revolving line of credit is
payable monthly in arrears and repayment of principal was originally due on
January 5, 1996.  On October 5, 1995, the Company and the bank entered into an
amendment to the revolving line of credit agreement pursuant to which the bank,
among other modifications, extended the expiration date of the credit agreement
from January 5, 1996 to July 5, 1996, and any principal amounts outstanding,
together with accrued interest thereon, were due on such date.

On July 5, 1996, September 5, 1996 and October 5, 1996, the Company and the bank
entered into three amendments to the revolving line of credit agreement pursuant
to which the bank extended the expiration date of the credit agreement from July
5, 1996 to December 15, 1996 on the same terms, and any principal amounts
outstanding, together with accrued interest thereon, are due on December 15,
1996.  The Company is currently negotiating with the bank


                                         -13-

<PAGE>

certain modifications to the terms of the revolving line of credit which
include, but are not limited to, an increase in the borrowing capacity,
elimination of the cash collateral coverage requirement, financial covenants and
extension of the repayment and expiration dates of the credit agreement.  In
addition, the Company has received term sheets from financial institutions to
replace the existing revolving line of credit with a proposed credit facility
structure that meets the Company's requirements for the foreseeable future.  The
Company believes that it will obtain either a modification and extension to the
existing revolving line of credit agreement or secure another financing
arrangement which has terms no less favorable than those contained in the
current revolving line of credit agreement in fiscal 1997.

On September 27, 1996, the Company sold 1,040,000 unregistered shares of common
stock in a Regulation D offering.  Net proceeds realized from the equity
offering totaled $1,119,000 after placement agent fees and expenses and Company
expenses totaling $181,000.  On September 27, 1996, pursuant to a lease
settlement agreement dated August 8, 1996, between the Company and its financing
company, the Company paid $880,000 and returned certain leased equipment with a
net book value of $308,000 to the financing Company as final satisfaction of its
capital lease obligation under rental schedule No. 1, as discussed in Note 4 to
the Company's consolidated financial statements.

The Company plans to finance the cash needs discussed above principally with
existing cash reserves, represented by approximately $358,000 of unrestricted
cash and cash equivalents, $702,000 of short-term investments and $1,205,000 of
restricted cash, cash equivalents and short-term investments as of September 30,
1996.  The Company believes that such cash reserves, along with revenues from
product sales, and funds available under the extended or potentially modified
revolving line of credit or replacement financing arrangement, as discussed
above, will be sufficient throughout the next 12 months to finance the Company's
working capital needs, planned capital expenditures, restructuring program
initiatives and related obligations, and to service its indebtedness.  The
Company may need to raise additional funds to finance its ongoing operations
after September 30, 1997, although there can be no assurances that such funds
will be available on terms favorable to the Company, if at all.  The Company is
continuing to explore potential mergers, joint ventures, and various other
strategic options, which are aimed at enhancing stockholder value and the
long-term commercial viability of the Company.

SEASONALITY

The timing of the Company's operating revenues may vary as a result of the
seasonal nature of its businesses.  In addition, operating revenues may be
affected by the timing of new product launches, acquisitions, sales orders, and
other economic factors.  Operating revenues may be concentrated in the Company's
second and third quarters as a result of the North American growing season. 
Although the Company believes that the historical trend in quarterly revenues
for the second and third quarters of each year are generally higher than the
first and fourth quarters, there can be no assurance that this will occur in
future periods.  Accordingly, quarterly or other interim results should not be
considered indicative of results to be expected for any other quarter or the
full fiscal year.


FORWARD LOOKING STATEMENTS

This report contains forward looking statements that describe the Company's
business prospects.  These statements involve risks and uncertainties including,
but not limited to, regulatory uncertainty, level of demand for the Company's
products and services, product acceptance, industry wide competitive factors,
seasonality factors, timing of completion of major equipment projects and
political, economic or other conditions.  Furthermore, market trends are subject
to changes which could adversely affect future results.


                                         -14-

<PAGE>

                             PART II.  OTHER INFORMATION




ITEM 1.        LEGAL PROCEEDINGS

               None


ITEM 2.        CHANGES IN SECURITIES

               None


ITEM 3.        DEFAULTS UPON SENIOR SECURITIES

               None


ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               The Company's Annual Meeting of Stockholders was held on November
               7, 1996.  Three directors were elected for the class of directors
               whose terms expire in 1999.

               The tabulation of votes with respect to the election of the
               directors is as follows:

                                           Total Vote For  Total Vote Withheld
                                            Each Director  From Each Director
                                            -------------  ------------------

               Kenneth S. Boger               4,989,032          95,781
               E. Andrews Grinstead III       4,986,582          98,231
               Heinz K. Wehner                4,821,823         262,990

ITEM 5.        OTHER INFORMATION

                    a.   At the November 7, 1996 Board of Directors' meeting,
                         the Board appointed Michael A. DeGiglio, the Company's
                         President and Chief Executive Officer, to a Director
                         position on the Board, which fills a vacancy.

ITEM 6.             EXHIBITS AND REPORTS ON FORM 8-K

                    a.   EXHIBITS

                         (1) Exhibit 27 -- Financial Data Schedule as of and
                                           for the Three Months Ended 
                                           September 30, 1996.

                    b.   REPORTS ON FORM 8-K

                         None


                                         -15-

<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.


                                ECOSCIENCE CORPORATION



Date: November 13, 1996                 By: /s/Michael A. Degiglio
                                           -----------------------
                                            Michael A. DeGiglio
                                            President & Chief Executive Officer
                                            (Principal Executive Officer)



Date: November 13, 1996                 By: /s/Harold A. Joannidi
                                           ----------------------
                                            Harold A. Joannidi
                                            Treasurer & Secretary
                                            (Principal Financial & Accounting
                                            Officer)



                                         -16-

<PAGE>

                                ECOSCIENCE CORPORATION

                                    EXHIBIT INDEX



Exhibit No.       Description of Exhibit                                Page No.
-----------       ----------------------                                --------

    27            Financial Data Schedule as of and for the                18
                  Three Months Ended September 30, 1996



                                         -17-