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                       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 The Quarter Ended: April 4, 1999     Commission File Number: 0-19746


                             EcoScience Corporation
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   04-2912632
                     (I.R.S. Employer Identification Number)

                10 Alvin Court, East Brunswick, New Jersey 08816
          (Address of principal executive offices, including zip code)

                                  732-432-8200
              (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 May 19, 1998
-----                                              ---------------------------

Common Stock, par value $0.01 per share                 12,619,278


<PAGE>


                             ECOSCIENCE CORPORATION

                            INDEX TO QUARTERLY REPORT

                                  ON FORM 10-Q

                       FOR THE QUARTER ENDED APRIL 4, 1999

                                    Unaudited
                                                                            Page
                                                                            ----
Part I.  -  Financial Information

   Item 1. Consolidated Financial Statements:

        o    Consolidated Balance Sheets:

             April 4, 1999 and January 3, 1999................................ 3

        o    Consolidated Statements of Operations:

             Thirteen Weeks Ended April 4, 1999 and Three Months Ended
              March 31, 1998.................................................. 4

        o    Consolidated Statements of Cash Flows:

             Thirteen Weeks Ended April 4, 1999 and Three Months Ended
              March 31, 1998.................................................. 5

        o    Notes to Consolidated Financial Statements......................  6

   Item 2. Management's Discussion and Analysis of Financial
            Condition and Results of Operations.............................. 11

Part II.  -  Other Information

     Item 3. Defaults Upon Senior Securities................................. 16

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

Signatures...............................................................     17



                                       2
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                                         April 4, 
                                                                                                           1999           January 3,
                                                                                                       (Unaudited)          1999
                                                                                                        ---------         ---------
<S>                                                                                                     <C>               <C>      
                                      ASSETS
Current assets:
    Cash and cash equivalents ..................................................................        $     660         $   1,095
    Short-term investments .....................................................................               --               127
    Accounts receivable, less reserves of $678
      at April 4, 1999 and $551 at January 3, 1999 .............................................            5,567             7,271
    Assets held for sale .......................................................................            1,911             1,911
    Inventories ................................................................................            9,104             9,209
    Other current assets .......................................................................              951             1,212
                                                                                                        ---------         ---------
      Total current assets .....................................................................           18,193            20,825
                                                                                                        ---------         ---------

Property and equipment, net ....................................................................           63,947            65,200
Intangible assets, net .........................................................................           13,375            13,550
Other noncurrent assets ........................................................................            2,278             2,289
                                                                                                        ---------         ---------
           Total assets ........................................................................        $  97,793         $ 101,864
                                                                                                        =========         =========
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
   Short-term borrowings .......................................................................        $  36,749         $  37,080
    Current maturities of long-term debt .......................................................           46,768            47,557
    Current obligations under capital leases ...................................................               42                42
    Accounts payable ...........................................................................           10,632            11,102
    Accrued expenses and other current liabilities .............................................            6,075             7,705
                                                                                                        ---------         ---------
      Total current liabilities ................................................................          100,266           103,486
                                                                                                        ---------         ---------

Noncurrent liabilities:
    Long-term debt, less current maturities ....................................................              700               780
    Obligations under capital leases ...........................................................              327               338
    Other long-term liabilities ................................................................            1,689             1,689
                                                                                                        ---------         ---------
      Total noncurrent liabilities .............................................................            2,716             2,807
                                                                                                        ---------         ---------
Minority interest in limited partnership .......................................................              602               665
Commitments and contingencies

Stockholders' deficit:
    Preferred stock, $0.01 par value, 10,000,000 shares authorized;
      none issued and outstanding ..............................................................               --                --
   Common stock, $0.01 par value, 100,000,000 shares authorized; 12,619,278 shares
      issued and outstanding at April 4, 1999 and January 3, 1999 ..............................              126               126
Additional paid-in capital .....................................................................           55,574            55,574
Accumulated deficit ............................................................................          (61,436)          (60,706)
Accumulated other comprehensive loss ...........................................................              (55)              (88)
                                                                                                        ---------         ---------
      Total stockholders' deficit ..............................................................           (5,791)           (5,094)
                                                                                                        ---------         ---------
           Total liabilities and stockholders' deficit .........................................        $  97,793         $ 101,864
                                                                                                        =========         =========
</TABLE>



              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       3
<PAGE>


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

<TABLE>
<CAPTION>
                                                         Thirteen   Three Months
                                                        Weeks Ended    Ended
                                                          April 4,    March 31,
                                                           1999          1998
                                                         --------     --------
<S>                                                      <C>          <C>     
Net revenues .........................................   $ 18,264     $ 12,291

Cost of revenues .....................................     12,839        7,993
                                                         --------     --------

Gross profit .........................................      5,425        4,298
                                                         --------     --------
Operating expenses:
   Selling, general and administrative ...............      3,513        2,679
   Research and development ..........................        117          105

                                                         --------     --------
         Total operating expenses ....................      3,630        2,784
                                                         --------     --------

Operating income .....................................      1,795        1,514
                                                         --------     --------

Other (expense) income:
   Interest, net .....................................     (2,671)      (1,095)
   Other, net ........................................         87          100
                                                         --------     --------
         Total other expense, net ....................     (2,584)        (995)
                                                         --------     --------

(Loss) income before taxes and minority interest .....       (789)         519
Provision for income taxes ...........................          3           --
                                                         --------     --------
(Loss) income before minority interest ...............       (792)         519
Minority interest ....................................         62         (421)
                                                         --------     --------


Net (loss) income ....................................   ($   730)    $     98
                                                         ========     ========

(Loss) earnings per share:

      Basic
      Net (loss) earnings per share ..................   ($  0.06)    $   0.01
                                                         ========     ========

      Weighted average common shares outstanding .....     12,619       11,619
                                                         ========     ========

      Diluted
      Net (loss) earnings per share ..................    ($  0.06)    $   0.01
                                                          ========     ========

      Weighted average diluted shares outstanding ....      12,619       11,660
                                                          ========     ========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.



                                       4
<PAGE>


                     ECOSCIENCE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         Thirteen     Three
                                                                           Weeks     Months
                                                                           Ended      Ended
                                                                          April 4,   March 31,
                                                                           1999       1998
                                                                          -------    -------
<S>                                                                       <C>        <C>    
Cash flows from operating activities:
     Net (loss) income ................................................   ($  730)   $    98
     Adjustments to reconcile net (loss) income to net cash
         (used in) provided by operating activities:
           Depreciation and amortization ..............................     1,598        802
           Minority interest in limited partnerships ..................       (62)      (421)
           Gain on sale of investments ................................        (2)        --
           Foreign exchange (gain) loss ...............................       (16)         6
           Changes in current assets and liabilities:
                  Accounts receivable, net ............................     1,704        295
                  Inventories .........................................       105     (3,978)
                  Other current assets ................................       261       (302)
                  Accounts payable and accrued expenses ...............    (2,085)     1,247
                                                                          -------    -------
           Net cash provided by (used in) operating activities ........       773     (2,253)
                                                                          -------    -------
Cash flows from investing activities:
     Purchases of property and equipment ..............................       (95)      (861)
        Proceeds from sale of assets ..................................        32         --
     Proceeds  from sales of short-term investments ...................       127         --
     (Increase) decrease in other noncurrent assets ...................       (96)         7
      Decrease in noncurrent liabilities ..............................        --       (968)
                                                                          -------    -------
           Net cash used in investing activities ......................       (32)    (1,822)
                                                                          -------    -------
Cash flows from financing activities:
     Proceeds from issuance of stock ..................................        --          1
               Proceeds from long-term debt ...........................        --      2,946
     Net (payments) borrowings under line of credit ...................      (331)       991
     Payments on long-term debt and capital leases ....................      (880)      (587)
        Debt issue costs ..............................................        --        (15)
        Minority interest contribution to limited partnership .........        --      1,076
        S Corp Stockholder Distributions ..............................        --       (110)
                                                                          -------    -------
           Net cash (used in) provided by financing activities ........    (1,211)     4,302
                                                                          -------    -------
        Effects of exchange rates on cash balances ....................        35         --
(Decrease) increase in cash and cash equivalents ......................      (435)       227
Cash and cash equivalents at beginning of period ......................     1,095      2,443
                                                                          -------    -------
Cash and cash equivalents at end of period ............................   $   660    $ 2,670
                                                                          =======    =======
Total unrestricted and restricted cash, cash equivalents and short-term
      investments at end of period ....................................   $   660    $ 3,199
                                                                          =======    =======
Supplemental cash flow information
Cash paid for:
         Interest .....................................................   $ 2,439    $   995
         Income taxes .................................................         3         --
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       5
<PAGE>

                             ECOSCIENCE CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  APRIL 4, 1999
                        (in thousands, except share data)
                                    Unaudited


1.   OPERATIONS

EcoScience   Corporation   ("EcoScience")  and  its  wholly  owned  subsidiaries
(collectively, the "Company"), Agro Power Development, Inc. and its subsidiaries
and consolidated limited partnerships  (collectively "APD"), Agro Dynamics, Inc.
and Agro Dynamics  Canada Inc.  (collectively,  "AGRO") and  EcoScience  Produce
Systems Corp.  ("EPSC") are primarily  engaged in the production,  marketing and
sale of premium grade  tomatoes  grown in intensive  greenhouse  facilities.  In
addition, the Company markets,  sells, develops and commercializes  products for
the agricultural and biological industries.

The Company has suffered losses  resulting in an accumulated  deficit of $61,436
as of April 4,  1999.  The  Company  continues  to be in  violation  of  certain
technical covenants under various debt agreements as of April 4, 1999, which has
resulted in  approximately  $43,651 of debt being  classified  as current in the
accompanying  April 4,  1999  balance  sheet  which  otherwise  would  have been
classified as long-term and default  interest of $587.  This along with the note
issued on December 30,  1998,  in  connection  with the  acquisition  of certain
minority  interests  in  consolidated  limited  partnerships,  has  resulted  in
significant   negative  working  capital;   however,  the  Company's  greenhouse
operations  are now  believed by  management  to be  approaching  their  optimal
cropping  cycles for the first time since the large 180 acreage  expansion  that
began in mid-1996 resulting in APD becoming the largest  greenhouse  producer in
the U.S. in terms of acreage controlled by a single entity. Management's plan is
focused on improving the gross profit of all  greenhouse  operations as a result
of greater  production  volumes,  sizing and efficiency  through a full cropping
cycle at each greenhouse facility.

On February 1, 1999, the Company's  postharvest equipment division of its wholly
owned  subsidiary Agro Dynamics,  Inc.,  which was the exclusive  distributor in
North  America  for Aweta  B.V.'s  sorting and  grading  equipment,  was sold to
Autoline,  Inc. Autoline Inc. and Aweta B.V. are both wholly owned  subsidiaries
of FPS Food Processing Systems of Holland. Sales of this division were $3,532 in
the period  ended  January 3, 1999 and  $3,557,  $4,967 and $2,830 in the fiscal
years ended June 30, 1998, 1997 and 1996,  respectively.  The Company  concluded
that the long term outlook of the postharvest  equipment  distribution  business
was no longer consistent with its future strategic  direction.  This transaction
did not result in a material gain or loss and will not have a material impact on
the Company's financial position or results of operations.



                                       6
<PAGE>

The Company  believes that its $660 of cash and cash  equivalents as of April 4,
1999,  along with  revenues from product  sales,  will be sufficient to fund the
Company's  working  capital  needs,   planned  capital   expenditures,   current
acquisitions  and to service its  indebtedness  through April 5, 2000,  provided
that the  Company  can  resolve  its near  term cash flow  problems  by  raising
additional  capital and  refinance  its $21,600  aggregate  principal  amount of
promissory  notes issued on December 30, 1998 and March 15, 1999 that are due on
June 30, 1999. The Company is currently  negotiating a refinancing of its $3,000
line of  credit,  for which the due date was April 28,  1999.  The  Company  has
engaged a financial advisor, who is assisting in the raising of additional funds
to finance its ongoing  operations during 1999 and expected growth after January
4, 2000. There can be no assurances that such efforts will be successful or that
additional  debt or equity  financing  can be obtained to meet  working  capital
needs.

The accompanying  consolidated  financial statements have been prepared assuming
that the  Company  will  continue as a going  concern,  which  contemplates  the
realization of assets and the liquidation of liabilities in the normal course of
business.  The consolidated  financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

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 thirteen weeks ended April 4, 1999 and
the three months ended March 31, 1998, 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  thirteen  weeks ended April 4, 1999 and the
three months ended March 31, 1998 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 transition period ended January 3, 1999, which are
included in the Company's  Annual Report on Form 10-K filed with the  Securities
and Exchange Commission.

The consolidated financial statements give retroactive effect to the merger with
Agro Power  Development,  Inc. that  occurred on September  30, 1998,  which was
accounted for as a pooling of interests, and a one for five reverse stock split,
effective September 30, 1998.

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.



                                       7
<PAGE>

3.   DEBT

The  Company  failed to pay $1,923 of  indebtedness  due under a $3,000  line of
credit which became due on April 28, 1999, the extended  expiration  date of the
facility.  The  Company  is  currently  negotiating  the  terms  of  replacement
financing  with a new lender.  Although no assurance  can be given,  the Company
believes that it will finalize replacement financing in May 1999.

4.   NET INCOME (LOSS) PER SHARE

The Company has adopted  Statement of Financial  Accounting  Standards  No. 128,
"Earnings  per Share,"  which  requires  presentation  of both basic and diluted
earnings per share in the Consolidated Statements of Operations.  Basic earnings
per share  excludes any dilutive  effects of options,  warrants and  convertible
securities.  Diluted earnings per share gives effect to all potentially dilutive
common shares that were outstanding during the period.

The  following  table sets forth a  reconciliation  of weighted  average  common
shares outstanding to the weighted average common shares assuming dilution:

                                                             Thirteen    Three
                                                               Weeks    Months 
                                                               Ended    Ended
                                                              April 4, March 31,
                                                                1999     1998
                                                               ------   ------
Weighted average common shares outstanding .................   12,619   11,619
Dilutive effect of common shares issuable (1) ..............       --       41
                                                               ------   ------
Weighted average common shares outstanding assuming dilution   12,619   11,660
                                                               ------   ------

(1)  Common stock purchase warrants and stock options at April 4, 1999 and March
     31, 1998 to purchase  275,511 and 127,200  shares,  respectively,  were not
     included in the  computation  of earnings  per share  assuming  dilution as
     their effect would be anti-dilutive.

5.   COMPREHENSIVE INCOME

Effective  January 3, 1999, the Company  adopted the provisions of Statement No.
130,  Reporting  Comprehensive  Income,  which modifies the financial  statement
presentation of comprehensive income and its components.


                                       8
<PAGE>

Comprehensive  income,  representing all changes in stockholders'  equity during
the period other than changes  resulting from the company's stock and dividends,
for the thirteen  weeks ended April 4, 1999 and for the three months ended March
31, 1998 is as follows:

<TABLE>
<CAPTION>
                                                                Thirteen Weeks           Three Months
                                                                    Ended                    Ended
                                                                 April 4, 1999           March 31, 1998
                                                                 -------------           --------------
<S>                                                                 <C>                      <C>  
Net (loss) income ........................................          ($730)                   $  98

Other comprehensive gain (loss), net of taxes
      Foreign currency translation adjustments ...........             35                       --
      Net unrealized loss on securities available for sale             (2)                      (3)
                                                                    -----                    -----
Other comprehensive gain (loss) ..........................             33                       (3)
                                                                    -----                    -----

Comprehensive (loss) income ..............................          ($697)                   $  95
                                                                    =====                    =====
</TABLE>

6.   SEGMENT AND GEOGRAPHIC INFORMATION

The Company has two reportable segments:  greenhouse tomatoes and biological and
agricultural products. The greenhouse tomatoes segment operates seven greenhouse
facilities in the United States, representing approximately 190 acres of growing
capacity. Through these facilities, the Company produces, harvests, packages and
distributes premium hydroponic  vine-ripened tomatoes. The tomatoes are marketed
under the Village  Farms(R) and Home  Choice(TM)  brandnames  and sold to retail
supermarket chains, dedicated wholesalers, distributors and food service clients
throughout the United States.

The biological and agricultural  products segment  distributes  various products
under written  distribution  agreements and relations with specific vendors. The
Company's  biological  and  agricultural  products  include (1)  growing  medium
products and computerized  environmental and irrigational  control systems;  (2)
postharvest coating products and (3) biological pest control products.

The accounting  policies of the segments  described  above are the same as those
described  in the summary of  significant  accounting  policies.  The  Company's
reportable  segments are strategic business units that offer different products.
The Company is not dependent on any single customer for its net revenues.



                                       9
<PAGE>

                                               Thirteen Weeks      Three Months
                                                   Ended              Ended
Company data by operating segment               April 4, 1999     March 31, 1998
-----------------------------------------       -------------     --------------
Net revenues
     Greenhouse tomatoes ................          $ 15,159          $  7,375
     Biological and agricultural products             3,105             4,916
                                                   --------          --------
     Total ..............................          $ 18,264          $ 12,291
                                                   ========          ========
Operating (loss) income
     Greenhouse tomatoes ................          $  1,934          $  1,620
     Biological and agricultural products              (142)             (106)
                                                   --------          --------
     Total ..............................          $  1,792          $  1,514
                                                   ========          ========
Company data by geographic segments
     Net revenues
         United States ..................          $ 17,280          $  9,995
         Canada .........................               984             2,296
                                                   --------          --------
     Total ..............................          $ 18,264          $ 12,291
                                                   ========          ========


                                       10
<PAGE>



                             ECOSCIENCE CORPORATION

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


Results of Operations

                     Thirteen Weeks Ended April 4, 1999 vs.
                        Three Months Ended March 31, 1998

The Company's two reportable  segments are comprised of (i) greenhouse  tomatoes
and (ii) biological and agricultural products.

The  Company's  net  revenues  increased  by  $5,973 or 49% to  $18,264  for the
thirteen weeks ended April 4, 1999 from $12,291 for the three months ended March
31, 1998.  This  increase was primarily due to the increases in product sales in
the  greenhouse  tomato market of $7,784,  partially  offset by decreases in the
biological and agricultural products market of $1,811.

The  following  table sets forth the  Company's  net  revenues by market for the
thirteen weeks ended April 4, 1999 and the three months ended March 31, 1998:

                                         April 4,    March 31,  
                                          1999         1998       Increase
                                         -------      -------     --------
Tomatoes ...........................     $15,159      $ 7,375      $ 7,784
Biological and Agricultural Products       3,105        4,916       (1,811)
                                         -------      -------      -------
Consolidated .......................     $18,264      $12,291      $ 5,973
                                         =======      =======      =======


Net revenues  increases for the  greenhouse  tomato market were primarily due to
increased capacity. The Company's Buffalo, New York, Virginia,  Marfa, Texas and
Presidio,  Texas facilities  (representing 127 acres) became operational in 1998
and recorded product sales in the thirteen weeks ended April 4, 1999.

Product sale decreases for the biological and agricultural  products market were
primarily due to the sale of its Postharvest  equipment  division on February 2,
1999.  Sales of this division  decreased  $1,847 or 85% to $316 for the thirteen
weeks ended April 4, 1999 from $2,163 for the three months ended March 31, 1998.

Cost of revenues increased $4,846 or 61% to $12,839 for the thirteen weeks ended
April 4, 1999 from $7,993 for the three months  ended March 31, 1998,  primarily
due to net revenues increases.

Gross profit on net revenues  increased $1,127 or 26% to $5,425 for the thirteen
weeks  ended  April 4, 1999 from a gross  profit of $4,298 for the three  months
ended March 31, 1998, primarily as a result of the increase in net revenues from
the tomato segment. Gross profit percentage on net revenues decreased to 30% for
the thirteen weeks ended April 4, 1999 from 35% for the three months ended March
31, 1998,  due primarily to some remaining  start-up  costs and the  


                                       11
<PAGE>

abbreviated  crop cycle at the Presidio  facility  resulting from the conversion
from peppers to tomatoes.  Management  decided  during the thirteen  weeks ended
April 4,  1999 to end the crop  prematurely  in  April  1999 due to  unfavorable
market prices.

Selling, general and administrative expenses increased $834 or 31% to $3,513 for
the  thirteen  weeks ended April 4, 1999 from $2,679 for the three  months ended
March  31,  1998,  primarily  due  to  increased  expenses  attributable  to the
Company's  four new  greenhouse  facilities,  and the expansion of the Company's
sales, marketing, finance and greenhouse management operations.

Research and development  expenses increased $12 or 11% to $117 for the thirteen
weeks ended April 4, 1999 from $105 for the three  months  ended March 31, 1998,
due primarily to an increase in expenses associated with field trials.

Operating  income  increased  $281 or 19% to $1,795 for the thirteen weeks ended
April 4, 1999 compared to $1,514 for the three months ended March 31, 1998.  The
increase in operating  income  resulted  primarily from an increase of $1,127 in
gross profit for the thirteen weeks ended April 4, 1999,  attributable primarily
to the  greenhouse  tomato  segment and  partially  offset by a $846 increase in
operating expenses.

Other expenses  increased by $1,589 to $2,584 for the thirteen weeks ended April
4, 1999,  compared to $995 for the three months ended March 31, 1998,  primarily
due to increased interest expenses.  Interest expense,  net, increased by $1,576
for the  thirteen  weeks ended April 4, 1999  compared to the three months ended
March 31,  1998 due to $625 in interest  incurred  on the $21,600 in  promissory
notes  issued in  connection  with the  Cogentrix  acquisition,  $587 in default
interest recorded on the CoBank facility due to certain  technical  defaults and
increased  indebtedness  incurred  in  connection  with the  development  of the
greenhouse facilities added in 1998.

The Company's net income  decreased $828 or $0.07 per basic and diluted share to
a net loss of $730 or $0.06 per diluted share for the thirteen weeks ended April
4, 1999  compared to net income of $98 or $0.01 per diluted  share for the three
months ended March 31, 1998.

The Company's  EBITDA  increased  $1,544 or 77% to $3,539 for the thirteen weeks
ended  April 4, 1999 from  $1,995 for the three  months  ended  March 31,  1998.
EBITDA  is net  income  (loss)  excluding  interest  income,  interest  expense,
depreciation and amortization expense. While EBITDA should not be constructed as
a substitute for income (loss) from operations,  net income (loss) or cash flows
from  operating  activities in analyzing the  Company's  operating  performance,
financial condition or cash flows, the Company is reporting EBITDA because it is
commonly used by certain users of the Company's financial  statements to analyze
and  compare  companies  on the basis of  operating  performance,  leverage  and
liquidity and to determine a company's ability to service debt.


                                       12
<PAGE>

Liquidity and Capital Resources

The Company's  operations have been funded through  revenues from product sales,
public and private  placements  of its equity  securities,  bank loans and lease
financings, licensing,  collaborative research and development arrangements, and
investment income.

The Company continues to experience a significant  liquidity shortfall primarily
due to (i)  the  production  start-up  issues  encountered  at  and  crop  cycle
adjustments of the  approximate  127 acres of additional  greenhouse  production
capacity in its greenhouse tomato segment added during 1998 and (ii) the need to
refinance its $21,600  aggregate  principal amount of promissory notes issued to
Cogentrix  Energy,  Inc.("Cogentrix")  that becomes due on June 30, 1999 and its
$3,000 line of credit  which  became due on April 28,  1999.  In  addition,  the
Company is in default of certain technical financial covenants with its lenders.
The Company has also  delayed  payments  to  vendors;  however,  the Company has
structured  extended terms with certain vendors and has substantially  paid most
other vendors whose payments were delayed.

As a result of the Company's  non-compliance with a financial covenant contained
in its $60,000 credit  facility with CoBank,  ACB ("CoBank") and certain payment
defaults which were subsequently  cured, CoBank has notified the Company that it
will not advance  additional  funds under the credit facility until all defaults
are cured.  In addition,  CoBank has imposed a default rate of interest which is
equal to 4% above the base rate. As of April 4 1999, $58,920 of indebtedness was
outstanding  under the Company's  credit  facility  with CoBank.  Due to certain
borrowing  limitations  contained in the CoBank  facility,  no assurance  can be
given that further advances will be made under the facility even if the existing
defaults are cured.

Production and sales, and  correspondingly,  cash flow has improved in the first
quarter of calendar 1999 and the Company expects these improvements to generally
continue  through  1999.  As a result,  the  Company has  requested  that CoBank
rescind the default rate of interest. In addition,  the Company's management has
been in close contact with its lenders and major suppliers,  and the parties are
working cooperatively together to manage this cash flow shortfall.  Although the
Company's  liquidity position is currently  manageable,  the cash shortfall will
remain until  additional  capital is raised.  The Company is, as well,  actively
seeking  refinancing  of its $21,600  aggregate  principal  amount of promissory
notes and its $3,000  revolving line of credit related to its  agricultural  and
biological  products  division  that expired on April 28, 1999.  As of March 31,
1999,  $1,923 of indebtedness was outstanding  under this line of credit. If the
Company is not  successful  in  refinancing  the  notes,  it will seek a further
extension  of the due date or a  restructuring  of the  terms of the  notes.  In
recent  discussions  with the Company,  Cogentrix  has  indicated  that it would
consider an extension of the due date of the notes to January 2000; however, any
such extension  would be subject to the  negotiation and execution of definitive
extension  agreements.  The Company  has  received a term sheet from a financial
institution  in the amount of $4,000 to replace  its expired  revolving  line of
credit.  The Company  believes that it will finalize the  replacement  financing
arrangement in May 1999. No assurance can be given that the Company will be able
to complete the refinancings,  obtain an extension or restructuring of the notes
or that the  Company's  creditors  will not  attempt to enforce  legal  remedies
available to them.

Cash and cash  equivalents  were  $660 at April 4,  1999  compared  to $1,095 at
January 3, 1999.  Cash  provided by  operating  activities  totaled $773 for the
thirteen  weeks ended April 4, 1999 and  principally  consisted of a decrease in
accounts  receivable  of $1,704 and  depreciation  and  


                                       13
<PAGE>

amortization of $1,598,  partially  offset by a decrease in accounts payable and
accrued  expenses  of  $2,085,  and a net loss of $730.  Cash used in  financing
activities  totaled  $1,211 for the  thirteen  weeks ended April 4, 1999,  which
consisted of payments of long-term  debt of $880 and net payments under lines of
credit of $331. Cash used in investment  activities for the thirteen weeks ended
April 4, 1999 totaled $32, which consisted  principally of purchases of property
and equipment of $95, and an increase in  non-current  assets of $96;  partially
offset by proceeds from the sale of investments  of $127. The Company's  current
liabilities  exceeded its current assets by $82,073 (which  includes  $43,651 of
senior debt classified as current, which otherwise would have been classified as
long-term had the Company not had certain  technical  defaults under its $60,000
credit  facility) and its current ratio was 0.18 to 1, at April 4, 1999 compared
to 0.20 to 1, respectively, at January 3, 1999.

Debt and capital leases decreased by $1,211 to $84,586 at April 4, 1999 compared
to $85,797 at January  3,1999.  The decrease was  attributable to payments under
the Company's lines of credit and construction loans.

The Company  believes that its $660 of cash and cash  equivalents as of April 4,
1999,  along with  revenues from product  sales,  will be sufficient to fund the
Company's working capital needs,  planned capital  expenditures,  and to service
its  indebtedness  through April 5, 2000,  provided that the Company can resolve
its short term cash flow shortfall by raising  additional  capital and refinance
its $21,600 aggregate  principal amount of promissory notes due on June 30, 1999
and its $3,000  Revolving  Credit  Agreement that expired on April 28, 1999. The
Company has engaged a financial advisor to assist it in raising additional funds
to finance its ongoing operations in 1999, current debt obligations and expected
growth after January 4, 2000. The Company is currently  attempting to raise debt
and/or equity  financing.  If the Company is not successful in  refinancing  the
$21,600 of notes, it will continue discussions with Cogentrix with respect to an
extension  of the due date or a  restructuring  of the  terms of the  notes.  No
assurance  can  be  given  that  the  Company  will  be  able  to  complete  the
refinancings,  obtain an extension or  restructuring  of the notes,  or that the
Company's creditors will not attempt to enforce legal remedies available to them

YEAR 2000

As  disclosed in the  Company's  Report on Form 10-K for the  transition  period
ended  January 3, 1999,  the Company  faces  certain  risks related to Year 2000
("Y2K") compliance,  primarily as a result of its highly computerized greenhouse
facilities.  The costs of  non-compliant  greenhouse  control  systems  would be
considerable. As a result, the Company continues to work with vendors of control
systems to assess and correct any  possible  Y2K related  problems.  The Company
expects that the costs to the Company of such  assessment and correction will be
minimal,  as the  Company's  vendors  are  expected  to  provide  any  necessary
corrections  at minimal  cost to the  Company.  No  material  developments  have
occurred with respect to the Company's Y2K  assessment  program since the filing
of the Company  Report on Form 10-K for the  transition  period ended January 3,
1999.

FORWARD  LOOKING  STATEMENTS

This report contains "forward-looking statements" which are made pursuant to the
safe harbor provisions of the Private Securities  Litigation Reform Act of 1995.
Investors are cautioned  that 


                                       14
<PAGE>

known and  unknown  risks,  uncertainties  and other  factors  may cause  actual
results,  performance or achievements  of EcoScience to be materially  different
from any future  results,  performance or  achievements  expressed or implied by
such  forward-looking  statements.  Factors  that might  cause such  differences
include  EcoScience's  risks and  uncertainties  related to EcoScience's  future
profitability,  ability  to  meet  its  capital  needs,  government  regulation,
continued   cooperation  of  the  Company's   creditors,   competition,   market
acceptance,  year 2000  compliance  and other  factors  described in Item 7A and
elsewhere in  EcoScience's  annual report on Form 10-K filed with the Securities
and Exchange Commission.


                                       15
<PAGE>

                           Part II. OTHER INFORMATION


Item 3.   Defaults Upon Senior Securities

          (i) The Company failed to pay $1,923 of indebtedness outstanding under
          a $3,000  revolving  line of credit that became due on April 28, 1999.
          The lender has not  elected to exercise  remedies  against the Company
          which is currently negotiating the terms of replacement financing with
          a new lender. No assurance can be given that the replacement financing
          will be finalized

          (ii) The Company's wholly owned  subsidiary,  Agro Power  Development,
          Inc.  remains in default of a covenant  contained in its guaranty of a
          $60,000  credit  facility  which  required  it to  maintain a ratio of
          equity to senior  debt of at least 25%.  As a result of this  default,
          the  lender has the right to  accelerate  the  payment of all  amounts
          outstanding under the facility.  The lender has imposed a default rate
          of interest  equal to 4% above the base rate and  notified the Company
          that no further  advances will be made under the credit facility until
          the default is cured.

          (iii) A limited  partnership  owned by the Company  owes a lender $804
          plus  accrued  interest  under  a  loan  agreement   entered  into  in
          connection  with  the  acquisition  and  improvement  of a  greenhouse
          facility in Pennsylvania.  The limited  partnership is in default of a
          net worth covenant  contained in the loan agreement.  As a result, the
          lender  has  the  right  to  accelerate   the  limited   partnership's
          obligation to repay the outstanding  indebtedness,  which is otherwise
          required  to be  repaid  in  quarterly  installments  during a 15 year
          period  ending June 2012.  With the  cooperation  of the  lender,  the
          Company is currently in negotiations to sell the greenhouse  (which is
          currently  inoperative)  and plans to use a portion of the proceeds to
          satisfy the loan made to the limited partnership.

Item 6.   Exhibits and Reports on Form 8-K

          (i) Exhibits

               27.  Financial Data Schedule as of and for the Three Months Ended
                    April 4, 1999

          (ii) Reports on Form 8-K.

          None.


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<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:  May 21, 1999               By:  /s/ Michael A. DeGiglio
                                     -------------------------
                                           Michael A. DeGiglio
                                           President and Chief Executive Officer
                                           (Principal Executive Officer






Date:  May 21, 1999               By:  /s/ Kurt Hoffman
                                    -------------------
                                           Kurt Hoffman
                                           Secretary and Corporate Controller
                                           (Principal Accounting Officer)




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