================================================================================


                       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, 1998 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 November 10, 1998
-----                                           --------------------------------
Common Stock, par value $0.01 per share                    11,619,278

Total Number of Sequentially Numbered Pages:  28     Exhibit Index on Page:  22

================================================================================
<PAGE>



                             ECOSCIENCE CORPORATION

                            INDEX TO QUARTERLY REPORT

                                  ON FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998

                                    Unaudited
                                                                            Page
                                                                            ----

Part I.  -  Financial Information

     Item 1.  Consolidated Financial Statements:
              o    Consolidated Balance Sheets:
                    September 30, 1998 and June 30, 1998.....................  3

              o    Consolidated Statements of Operations:
                    Three Months Ended September 30, 1998 and 1997...........  4

              o    Consolidated Statements of Cash Flows:
                    Three Months Ended September 30, 1998 and 1997...........  5

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

     Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations........................ 10


     Item 3.  Quantitative and Qualitative Disclosures about Market Risk..... 19



Part II.  -  Other Information............................................... 20

Signatures................................................................... 27

                                       2
<PAGE>



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

<TABLE>
<CAPTION>
                                                                                        ----------------------------
                                                                                        September 30        June 30
                                                                                        ----------------------------
                                                                                           1998               1998
                                                                                        ---------           --------
<S>                                                                                      <C>                <C>     
                                      ASSETS
Current assets:
    Cash and cash equivalents .................................................          $  2,252           $  2,608
    Restricted cash ...........................................................                --              2,500
    Short-term investments ....................................................               385                533
    Accounts receivable, less reserves of $379
      at September 30, and $451 at June 1998, .................................             2,546              6,949
    Inventories ...............................................................             8,298              5,318
    Other current assets ......................................................             3,548              4,594
                                                                                         --------           --------
      Total current assets ....................................................            17,029             22,502
                                                                                         --------           --------

Property and equipment, net ...................................................            57,024             50,568
Intangible assets, net ........................................................             1,516              1,542
Other noncurrent assets .......................................................             2,887              3,160
                                                                                         --------           --------
           Total assets .......................................................          $ 78,456           $ 77,772
                                                                                         ========           ========

                     LIABILITIES AND STOCKHOLDERS' INVESTMENT

Current liabilities:
    Short-term borrowings .....................................................          $ 11,757           $  5,191
    Current portion of long-term debt .........................................             3,548              5,486
    Accounts payable ..........................................................             7,289              6,895
    Accrued expenses and other current liabilities ............................             4,615              4,664
                                                                                         --------           --------
      Total current liabilities ...............................................            27,209             22,236
                                                                                         --------           --------

Noncurrent liabilities:
    Long-term debt, less current maturities ...................................            45,923             43,621
    Other long-term liabilities ...............................................             2,668              2,964
                                                                                         --------           --------
      Total noncurrent liabilities ............................................            48,591             46,585
                                                                                         --------           --------


Minority interest in limited partnership ......................................             6,949              8,641

Commitments and contingencies

Stockholders' investment:
    Preferred stock, $0.01 par value, 1,000,000 shares authorized;
      none issued and outstanding .............................................                --                 --
    Common stock, $0.01 par value, 25,000,000 shares authorized; 11,619,278 and
      11,618,178 shares issued and outstanding
      at September 30, 1998 and June 30, 1998, respectively ...................               116                116
Additional paid-in capital ....................................................            52,557             56,143
Accumulated deficit ...........................................................           (56,975)           (55,955)
Unrealized gain on short-term investments .....................................                 9                  6
                                                                                         --------           --------
      Total stockholders' investment ..........................................            (4,293)               310
                                                                                         --------           --------
           Total liabilities and stockholders' investment .....................          $ 78,456           $ 77,772
                                                                                         ========           ========
</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>
                                                        Three Months Ended September 30
                                                            1998               1997
                                                          --------           --------
<S>                                                       <C>                <C>     
Net revenue ....................................          $  8,711           $  7,271

Cost of revenue ................................            10,423              6,511
                                                          --------           --------

Gross profit ...................................            (1,712)               760
                                                          --------           --------
Operating expenses:
   Research and development ....................               128                100
   Selling, general and administrative .........             3,884              2,211
                                                          --------           --------
         Total operating expenses ..............             4,012              2,311
                                                          --------           --------

Operating loss .................................            (5,724)            (1,551)
                                                          --------           --------

Other (expense) income:
   Interest, net ...............................            (1,240)              (458)
   Other, net ..................................                61                 21
                                                          --------           --------

         Total other expense, net ..............            (1,179)              (437)
                                                          --------           --------

Income before taxes, and minority interest .....            (6,903)            (1,988)
                                                          --------           --------

     Provision for income taxes ................                --                (69)
                                                          --------           --------

     Income before minority interest ...........            (6,903)            (1,919)

     Minority interest .........................             2,693              1,322
                                                          --------           --------

Net loss .......................................          ($ 4,210)          ($   597)
                                                          ========           ========


Earnings loss per share:

      Basic
      Net loss per share .......................            ($0.36)            ($0.05)
                                                          ========           ========

      Weighted average common shares outstanding            11,619             11,601
                                                          ========           ========

     Diluted
      Net loss per share .......................            ($0.36)            ($0.05)
                                                          ========           ========

      Aggregate diluted shares .................            11,619             11,601
                                                          ========           ========
</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>
                                                                               Three Months Ended September 30,
                                                                                   1998               1997
                                                                                 --------           --------
<S>                                                                              <C>                <C>      
Cash flows from operating activities:
     Net loss .........................................................          ($ 4,210)          ($   597)
     Adjustments to reconcile net loss to net cash
         (used in) provided by operating activities:
           Depreciation and amortization ..............................             1,064                515
           Minority interest in limited partnerships ..................            (2,693)            (1,321)
           Foreign exchange loss ......................................                98                  4
           Changes in current assets and liabilities:
                  Accounts receivable, net ............................             4,403                680
                  Inventories .........................................            (2,980)
                                                                                                        (750)
                  Other current assets ................................             1,238               (911)
                  Accounts payable and accrued expenses ...............               245              3,733
                                                                                 --------           --------
           Net cash (used in) provided by operating activities ........            (2,835)             1,353
                                                                                 --------           --------
Cash flows from investing activities:
     Purchases of property and equipment ..............................            (7,275)            (8,371)
     Proceeds from sales of short-term investments ....................               151                 --
     Proceeds from release of restricted cash .........................             2,500                 --
     Decrease (increase) in other noncurrent assets ...................                11                (95)
        Decrease in loan receivable ...................................                12                 --
        Payments of long-term construction liabilities ................              (296)            (5,250)
                                                                                 --------           --------
           Net cash used in investing activities ......................            (4,897)           (13,716)
                                                                                 --------           --------
Cash flows from financing activities:
     Proceeds from issuance of stock ..................................                 5                 --
               Proceeds from long-term debt ...........................             3,297              8,113
     Net borrowings (payments) under line of credit ...................             6,566               (726)
     Payments on long-term debt and capital leases ....................            (2,969)            (3,759)
        Debt issue costs ..............................................              (124)              (856)
        Minority interest contribution to limited partnership .........             1,001              9,391
        S Corp Stockholder Distributions ..............................              (400)              (110)
                                                                                 --------           --------
           Net cash provided by financing activities ..................             7,376             12,053
                                                                                 --------           --------
Decrease in cash and cash equivalents .................................              (356)              (310)
Cash and cash equivalents at beginning of period ......................             2,608              2,178
                                                                                 --------           --------
Cash and cash equivalents at end of period ............................          $  2,252           $  1,868
                                                                                 ========           ========
Total unrestricted and restricted cash, cash equivalents and short-term
      investments at end of period ....................................          $  2,637           $  5,650
                                                                                 ========           ========
          Supplemental cash flow information
          Cash paid for:
               Interest ...............................................          $    821           $    576
               Income taxes ...........................................                 3                 28
          Non-cash investing and financing activities:
               Purchase of equipment under capitalized leases .........                36                 20
</TABLE>

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


                                       5
<PAGE>

                             ECOSCIENCE CORPORATION



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1998

                                    Unaudited



1.   OPERATIONS

EcoScience   Corporation   ("EcoScience")  and  its  wholly  owned  subsidiaries
(collectively,  the "Company"),  Agro Power  Development,  Inc. and subsidiaries
("APD"),  Agro  Dynamics,  Inc.  and Agro  Dynamics  Canada Inc.  (collectively,
"AGRO")  and  EcoScience  Produce  Systems  Corp.  ("EPSC")  are  engaged in the
technical marketing,  sales,  development and  commercialization of products and
services for the  following  major  markets:  (i)  intensive  agriculture;  (ii)
specialty  agriculture;  (iii)  postharvest  fruits  and  vegetables;  and  (iv)
biological insect control for professional pest control operators ("PCOs").  The
Company provides (i) greenhouse  vegetables;  (ii) sophisticated growing systems
to greenhouse  operators;  (iii) technologically  advanced sorting,  grading and
packing systems to produce packers; (iv) equipment, coatings and disease control
products, including natural biologicals for protecting fruits and ornamentals in
storage and transit to market;  and (v) a unique biological pest control product
to PCOs.

     The Company  derives most of its revenues from the sale of: (i)  greenhouse
vegetables to retail  supermarkets and wholesale  distribution  companies;  (ii)
growing  systems  and  products  to the North  American  intensive  farming  and
horticulture  industries;  (iii)  sorting,  grading and  packing  systems to the
produce packing  industry;  and (iv)  postharvest  coating products to the fresh
fruit market throughout the western hemisphere.

     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  believes that its $2,252,000 of cash and cash  equivalents and
$385,000 of short-term investments as of September 30, 1998, along with revenues
from product  sales,  and funds  available  under its revolving  line of credit,
$3,322,000  as of September  30, 1998,  will be sufficient to fund the Company's
working  capital needs,  planned  capital  expenditures,  restructuring  program
initiatives and related  obligations,  and to service its  indebtedness  through
September  30,  1999,  provided  that the Company can resolve its near term cash
flow problems.  The Company did not make interest  payments due to its Lender on
October 30, 1998 and November 10, 1998 and has delayed payments to vendors.  The
Company may need to raise additional funds to finance its ongoing operations and
expected  growth after  September 30, 1999,  although there can be no assurances
that such funds will be available on terms favorable to the Company.


                                       6
<PAGE>

2.   MERGER WITH AGRO POWER DEVELOPMENT, INC.

On September  30, 1998,  the Company  issued  9,421,487  shares of the Company's
common stock,  $.01 per value, (the "Common Stock") to the holders of the common
stock of Agro Power Development, Inc., a privately held corporation, pursuant to
an Agreement  and Plan of Merger,  in which APD was merged with and into a newly
formed, wholly owned subsidiary of the Company ( The "Merger"). The stockholders
of APD  received  30,619.067  shares  of the  Company's  common  stock  for each
outstanding  share of Common Stock of APD. In addition,  on September  30, 1998,
the Company issued 99,000 shares of common stock to certain  shareholders of APD
for their  entire 50%  interest in Village  Farms of Morocco,  S.A.,  a Moroccan
company, as provided for in the Agreement and Plan of Merger.  After the Merger,
the stockholders of APD own approximately  80% of the outstanding  shares of the
Company, on a fully diluted basis.



                                       7
<PAGE>

3.   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 months ended September 30,
1998 and 1997, 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 months ended September 30, 1998 and
1997 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, 1998,  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,  APD, AGRO and EPSC.
All material  intercompany  transactions  and balances  have been  eliminated in
consolidation. The financial statements for the three months ended September 30,
1997 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.

4.   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,
(In thousands)                                   1998                 1998
                                                ------               ------

     Raw materials ..............               $   54               $   74
     Crop inventory .............                4,758                2,992
     Finished goods .............                3,486                2,252
                                                ------               ------
                                                $8,298               $5,318
                                                ======               ======

     Finished goods include material, labor and manufacturing overhead costs.




                                       8
<PAGE>

5.   DEBT

     On April 28, 1997, the Company and its lender entered into a revolving line
of credit  agreement,  under  which the  Company  may borrow up to the lesser of
$3,000,000 or the sum of (i) 85% of eligible  account  receivables,  as defined,
and (ii) eligible  inventory at stratified rates from 25% to 50% up to a maximum
of the  lesser  of  $1,200,000  or 66.67% of the  amount  of  eligible  accounts
receivable. Funds borrowed under the revolving line of credit bear interest at a
rate of prime (8.50% at September 30, 1998) plus 2.0% and are secured by all the
assets of the Company and all of 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
April 27, 1998, and was subject to automatic renewal,  as provided.  The Company
and its lender  entered into a series of four  amendments to the loan  documents
that extended the maturity date of the revolving  line of credit to December 28,
1998. The revolving  line of credit imposes a financial  covenant on the Company
that requires a minimum  tangible net worth of $750,000.  The Company was not in
compliance  with the minimum  tangible net worth  covenant  and has  requested a
waiver from the lender.

     In June 1997,  the Company also  negotiated a $60,000,000  combined  credit
facility through Village Farms International  Finance Association,  a subsidiary
of APD (the "VFIFA  Facility")  with a bank (the  "Lender").  The combined VFIFA
Facility consists of a term loan, construction loan and revolving line of credit
commitment. The proceeds from the borrowings under the VFIFA Facility are loaned
by VFIFA to its members.  APD has  guaranteed  all  obligations  under the VFIFA
Facility.  Advances  under the VFIFA  Facility are secured by the assets of APD,
VFIFA and any  underlying  borrower.  The maturity date of the VFIFA Facility is
July 31, 2010.  The  facility  has  restrictive  covenants  which limit  certain
distributions  and  provide  required  financial  covenants.   APD  was  not  in
compliance  with Section  8.13 of the  Agreement,  which  requires a minimum 25%
ratio of equity to senior long term debt at September  30, 1998.  The lender has
waived this covenant  violation  through  December 1, 1998.  The Company and the
lender have discussed a number of alternatives  to get back in compliance  after
December 1, 1998 (i.e. equity infusion,  restructuring  partnership  agreements,
etc.).  Management believes that the classification of $44,609,000 of debt under
this debt  agreement as long-term  debt as of September 30, 1998 is  appropriate
based on  continuing  discussions.  The  Company  was unable to make an interest
payment of $819,000 due on October 30, 1998 and an interest  payment of $103,000
due on  November  10,  1998  under  it's the  VFIFA  Facility  due to cash  flow
constraints;  however, the Company expects to generate sufficient cash flow from
operations  in first four months of 1999 to become  current on its debt  service
requirements.

6.   NET INCOME (LOSS) PER SHARE

     In December 1997,  the Company  adopted  Statement of Financial  Accounting
Standards  No. 128,  "Earnings  Per Share"  ("SFAS  128"),  which makes  certain
changes to the manner in which  earnings  per share  ("EPS")  is  reported.  The
adoption of this standard has required  restatement of prior years' earnings per
share.

     Dilutive securities had no effect on net loss for all periods reported. Any
outstanding  options and warrants would be  anti-dilutive  due to the net losses
reported.


                                       9
<PAGE>

                             ECOSCIENCE CORPORATION

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


GENERAL

     EcoScience is engaged in the technical  marketing,  sales,  development and
commercialization  of products and services for the following major markets: (i)
intensive agriculture; (ii) specialty agriculture;  (iii) postharvest fruits and
vegetables;  and (iv) biological  insect control for  professional  pest control
operators ("PCOs").

Merger with Agro Power Development, Inc.

     On September 30, 1998, the Company issued  9,421,487 shares of Common Stock
to the holders of the common stock of Agro Power Development,  Inc., a privately
held corporation,  pursuant to an Agreement and Plan of Merger, in which APD was
merged with and into a newly formed, wholly owned subsidiary of the Company. The
stockholders of APD received 30,619.067 shares of the Company's Common Stock for
each  outstanding  share of common stock of APD. In addition,  on September  30,
1998, the Company  issued 99,000 shares of Common Stock to certain  shareholders
of APD for their  entire 50%  interest  in Village  Farms of  Morocco,  S.A.,  a
Moroccan company, as provided for in the Agreement and Plan of Merger, After the
Merger,  the stockholders of APD own approximately 80% of the outstanding shares
of the Company, on a fully diluted basis.

     The  companies  combined to form an  integrated,  environmentally  focused,
consumer products driven  agri-business,  capitalizing on expertise in naturally
derived food  technologies,  intensive  production  and marketing of high value,
quality  fresh  produce,   innovative  bio-rational  pest  and  disease  control
technologies,  and sophisticated  growing and postharvest  systems and products.
The Company is committed  to  improving  the quality of its products by bridging
nature,  technology  and  the  environment,  utilizing  the  highest  standards.
EcoScience  believes APD will provide the combined entity greater  international
presence,  increased  marketing  capability,  management depth and the operating
level needed to accelerate revenue growth and increase shareholder value.

     Intensive agriculture (with current emphasis on greenhouse vegetables)

     Through the Merger with Agro Power Development, Inc. ("APD"), and by virtue
of APD  becoming  a  wholly-owned  subsidiary,  EcoScience  is now  additionally
engaged in the production and marketing of greenhouse grown premium  vegetables,
specifically beefsteak tomatoes,  cluster on-the-vine tomatoes, and colored bell
peppers.

     The Company is, in terms of total acreage  controlled  by a single  entity,
the largest producer and marketer of premium quality,  greenhouse grown tomatoes
in the United States. APD, a wholly owned subsidiary of EcoScience  Corporation,
develops,  constructs  and operates  highly  intensive  agricultural  greenhouse
projects and markets and sells the 


                                       10
<PAGE>

vegetable  production of these facilities,  as well as fresh vegetables produced
by other greenhouse growers,  under its Village Farms(R) brandname as a consumer
product,  primarily to retail supermarkets and dedicated wholesale  distribution
companies. In 1997, APD sold approximately 28.2 million pounds of tomatoes grown
at APD greenhouses,  and sold an additional 3.8 million pounds of tomatoes under
APD's  Village  Farms(R) and Home  Choice(TM)  brand name  pursuant to marketing
arrangements  with third party  producers.  The tomatoes sold by APD represented
approximately 0.70% of the fresh tomatoes sold in the United States in 1997.

     APD currently  operates eight  greenhouse  facilities in the United States,
including  one  facility  which  is  currently   under   construction,   and  is
approximately  sixty  percent (60%)  complete.  If the  construction  of the new
facility is  completed  according  to plan,  APD's  greenhouse  facilities  will
represent  approximately  217 acres (9,443,000 square feet) of growing capacity,
and  four  of  these  facilities,  each  of  which  has or is  expected  to have
approximately  forty-one  (41)  acres of  growing  capacity,  will be among  the
largest  greenhouses in the United States. By producing,  harvesting,  packaging
and  directly   marketing  all  of  its  products,   APD   eliminates   numerous
intermediaries (i.e. repackers, brokers and wholesalers) utilized by traditional
field producers of fresh vegetables.  In order to develop  additional sources of
supply and  revenue,  APD has entered into  agreements  to market and sell fresh
vegetables produced by two other greenhouse operations, which currently comprise
a total of  approximately  26 acres. If these marketing  arrangements  remain in
effect,  and if its new  greenhouse  is completed  according  to plan,  APD will
control the marketing of  approximately  243 acres  (10,574,419  square feet) of
greenhouse vegetable production.

     The Company experienced  significant growth during the first six (6) months
of  calendar  year 1998,  particularly  in the  intensive  agriculture  division
represented by APD. During this period,  APD completed  construction and started
up approximately 101 additional acres of greenhouse  production in beefsteak (42
acres) and cluster  on-the-vine  (59 acres)  tomatoes.  This increase in acreage
represents an  approximate  137%  increase in production  capacity over the 73.5
acres for 1997.  In addition,  APD began  construction  on an additional 41 acre
greenhouse  to grow and sell colored bell peppers  (Presidio  Phase I Project.).
The first 26 acres of this  greenhouse  went into  operation  in  October  1998,
thereby  increasing  production  capacity  by  approximately  173%  for  1998 as
compared  to 1997.  Sales  and  revenues  always  lag  increases  in  production
capacity,  but expenses  for  startup,  infrastructure  and  personnel  occur in
advance of revenues.  The operating  results for the quarter ended September 30,
1998 reflect a significant  portion of these  expenses in advance of anticipated
revenues.

     Secondarily,  the timing of the 101  additional  acres  that  started up in
April and May of 1998 came in at a time when  market  prices were on the decline
going into the summer  season and the crop cycle was coming to a close (to ready
greenhouses  for the next and normal  starting  cycle),  thereby  preventing the
Company from recovering all of the up front crop  expenditures in an abbreviated
crop cycle or harvest  period.  In addition,  due to delays in project  approval
which impacted the crop cycle in Virginia (42 acre startup), the Company 


                                       11
<PAGE>

elected to cut short the growing  cycle on the Virginia  greenhouse  and begin a
new crop that would come into harvest in December  1998,  when the higher winter
pricing  is  available  in the  marketplace.  Also the New York  greenhouse  had
construction  delays  and was late in  installing  infrastructure  and  required
systems  further  impacting  operating  performance.   This  decision  increased
operating costs during the quarter ended September 30, 1998 as further  detailed
herein.

     The Company's believes that its greenhouse  operations are all currently on
the optimal  production  schedule for the first time in company history compared
with prior years results when three of seven  operations  were out of cycle (101
of the 175 acres in operation).  The Company  anticipates  future production and
sales increases consistent with the additional  production capacity added during
1998, beginning with the quarter ending December 31, 1998.

     Specialty Agriculture

     The  Company  engineers,  designs,  markets and  distributes  sophisticated
growing  systems and services to the  greenhouse and plant nursery market in the
United States, Canada and Mexico. The Company's primary products for this market
are: (i) advanced  growing systems based on  Stonewool(R)  inert growing medium,
manufactured by Grodania A/S; (ii)  computerized  environmental,  irrigation and
fertilization control systems manufactured by H. Hoogendorn Automation B.V.; and
(iii) multiple greenhouse consumable products.

     PostHarvest Fruits and Vegetables

     The fruit and vegetable production industry requires specialized  services,
equipment and products for the  harvesting,  processing  and storage of produce.
The Company  provides  equipment,  coatings and disease control  products to the
fruit,  vegetable and ornamental packing markets. The Company's primary products
for this market are: (i) technologically  advanced sorting,  grading and packing
systems for produce  packers,  manufactured by Aweta,  B.V.; and (ii) equipment,
coatings  and  disease  control  products  for  the  protection  of  fruits  and
ornamentals  in storage and transit to market  including  PacRite(R)  and Indian
River Gold(TM)  coatings  manufactured by EPSC, and the Bio-Save(R)  PostHarvest
BioProtectant  line of natural biological  products,  which was developed by the
Company's research and development efforts.

     Biological Insect Control

     In the biological insect control market,  the Company,  with  collaborative
partners,   has  been  focused  on   developing   and  selling  cost   effective
bio-insecticide  alternatives  to  synthetic  chemical  insecticides  for use in
specific  applications,  including  sensitive  use  environments  such as homes,
restaurants,  schools and food  processing  facilities.  The  Company's  primary
product  for  this  market  is  Bio-Blast(R)  Biological  Termiticide,  a unique
biological pest control product manufactured by EcoScience.

     The Company sells Bio-Blast to PCO's through a marketing collaboration with
Terminix  International Company L.P.  ("Terminix").  In fiscal 1997, the Company
initiated  the  U.S.  commercial  launch  of  Bio-Blast  in  collaboration  with
Terminix. Additionally, EcoScience


                                       12
<PAGE>

has  initiated an extensive  testing,  development  and  marketing  program with
Maruwa  BioChemical Co., Ltd.  ("Maruwa") for biological  products in Japan. The
Company commenced shipments of Bio-Blast to Maruwa in fiscal 1997.

     The Company's  technology is used for the  development  and  application of
natural  microbial  pest control agents and coatings to sustain the freshness of
fruits.  The Company's  technology  enables it to provide  technical support for
growers and packers of specialty crops. The Company conducts research on the use
of microbial  agents to control plant  diseases and insect pests,  as well as on
new  applications  for natural  coatings to sustain the  nutritional and overall
qualities in fresh fruit.  The Company expects to conduct tests to determine the
possibility of extending the range of performance and applicability for both its
Bio-Save line of products and its Bio-Blast insect control product.

RESULTS OF OPERATIONS

                    Three Months Ended September 30, 1998 vs.
                      Three Months Ended September 30, 1997

     The Company's net revenues increased by $1,440,000 or 20% to $8,711,000 for
the three months ended September 30, 1998 from $7,271,000 for the same period in
1997.  This  increase was primarily due to the increases in product sales in the
Intensive  Agriculture  greenhouse  vegetable  market of  $689,000,  PostHarvest
Fruits and Vegetables market of $549,000 and the Specialty Agriculture market of
$202,000.

The  following  table sets forth the  Company's  net  revenues by market for the
three months ended September 30, 1998 and 1997:

<TABLE>
<CAPTION>
                                                   Three Months Ended September 30,
                                                ----------------------------------------
                                                                               Increase
     (In thousands)                              1998            1997         (Decrease)
                                                ------          ------        ----------
<S>                                             <C>             <C>             <C>   
     Intensive Agriculture ...........          $4,561          $3,872          $  689
     Specialty Agriculture ...........           2,278           2,076             202
     PostHarvest Fruits and Vegetables           1,872           1,323             549
     Biological Insect Control .......               0               0               0
                                                ------          ------          ------

     Consolidated ....................          $8,711          $7,271          $1,440
                                                ======          ======          ======
</TABLE>

     In April  1998,  Aweta  B.V.  sustained  fire  damage to its  manufacturing
facility and certain contents therein.  As a result of the fire, there will be a
delay in the shipment and installation of certain  sorting,  grading and packing
equipment with the primary effect being a shifting of revenue and  corresponding
operating  profits from the quarters ending June 30, 1998 and September 30, 1998
to the quarter ending December 31, 1998 or thereafter. The Company is attempting
to balance the effects of the temporary decrease in Aweta's production  capacity
and the Company's  customers'  installation  and  production  requirements.  The
Company,  however,  cannot be assured that delayed  delivery and installation of
equipment  to the


                                       13
<PAGE>

customer  will  meet the  customer's  requirements  which  could  result  in the
possible loss of certain customer orders and  corresponding  loss of revenue and
operating profit. The result of the postponement of shipments caused by the fire
had an adverse effect on the Company's  operating results for the fourth quarter
of fiscal 1998; however, in those periods where delivery is expected to be made,
there will be a favorable impact on operating results.

     Cost of revenues  increased  $3,912,000 or 60% to $10,423,000 for the three
months ended  September  30, 1998 from  $6,511,000  for the same period in 1997,
primarily  due to  product  sales  increases  and a change in product  mix.  For
intensive  agriculture  (APD) cost of goods sold increased  $2,103,000 or 61% to
$5,526,000 for the three months ended September 30, 1998 from $3,423,000 for the
same  period in 1997,  primarily  due to the  significant  growth in  production
during 1998 associated with the three (3) new facilities in Virginia,  Texas and
New York, which combined for  substantially all of the increase in cost of goods
sold.

     Gross profit on net revenues decreased ($2,472,000) to ($1,712,000) for the
three months ended September 30, 1998 from $760,000 for the same period in 1997,
while gross profit  percentage on product sales decreased to (20%) for the three
months  ended  September  30,  1998 from 10% for the same  period  in 1997.  The
decrease  in gross  profit  percentage  was  primarily  due to startup  costs in
intensive   agriculture.   The  gross  profit  for  intensive  agriculture  (APD
greenhouse  vegetables)  decreased  ($2,643,000) to  ($2,744,000)  for the three
months ended  September  30, 1998 from  ($101,000)  for the same period in 1997,
primarily due to the startup of the three (3) new greenhouses in Virginia, Texas
and New York. These  facilities  combined for a total  ($1,855,000)  decrease in
gross  profit.  Gross  profit on the new  greenhouse  facilities  was lower than
anticipated  because the timing of the  construction  completion and startup did
not coincide with the optimal  cropping cycle (seed,  plant,  grow,  harvest) of
these facilities during the first year of operations.  Additionally, the Company
incurred the front end costs (seed,  plant, labor) of two (2) cropping cycles at
these  facilities to get their optimal  cropping  cycle.  The first cycle at all
three new  facilities  was  abbreviated  in order to  optimize  future  periods.
Therefore, the seeding,  planting and associated labor costs were incurred twice
during  the first nine  months of 1998,  the first in April and May 1998 and the
second during the quarter ended  September 30, 1998.  These costs were naturally
spread across lower  production/sales  due to the abbreviated  growing cycle and
therefore  significantly  lowered gross profit on these facilities.  The Company
believes that all greenhouse  operations are currently on their optimal cropping
cycles  and the  Company  expects  gross  profit to  improve  as a result of the
allocations  of costs of sales over greater  production  volumes  through a full
harvest on each facility.

     Secondarily,  the timing of the 101  additional  acres  that  started up in
April and May of 1998 came in at a time when  market  prices were on the decline
going into the summer  season and the crop cycle was coming to a close (to ready
greenhouses  for the next and normal  starting  cycle),  thereby  preventing the
Company from recovering the up front crop  expenditures  in an abbreviated  crop
cycle or harvest period.  In addition,  due to delays in project  approval which
impacted the crop cycle in Virginia (42 acre  startup),  the Company  elected to
cut short the growing cycle on the Virginia greenhouse and begin a new crop that
would come into  harvest in  December  1998 when the  higher  winter  pricing is
available in the  marketplace.  Also the New York  greenhouse  had  construction
delays and was late in installing  infrastructure  and required  systems further
impacting operating performance.  This decision increased operating costs during
the quarter ended September 30, 1998 as further detailed herein.



                                       14
<PAGE>

     Research and development  expenses increased $28,000 or 28% to $128,000 for
the three months ended  September  30, 1998 from $100,000 for the same period in
1997, due primarily to increases in personnel and related costs. The Company has
and will continue to incur  ongoing  research and  development  expenses for its
Bio-Save PostHarvest  BioProtectant,  Bio-Blast Biological Termiticide and other
select programs.

     Selling, general and administrative expenses increased $1,673,000 or 76% to
$3,884,000 for the three months ended September 30, 1998 from $2,211,000 for the
same period in 1997,  primarily due to non-recurring merger costs of $1,190,000,
and  increases in personnel  and related  costs to support  increased  levels of
business activity.

     Operating loss increased  ($4,173,000) to ($5,724,000) for the three months
ended September 30, 1998 compared to a ($1,551,000)  operating loss for the same
period in 1997.  The  decrease in operating  income  resulted  primarily  from a
($2,472,000)  decrease in gross profits for the three months ended September 30,
1998 compared to the same period in 1997, and a $1,701,000 increase in operating
expenses.

     Other  expense  increased  by $742,000 to  $1,179,000  for the three months
ended  September  30, 1998  compared  to  $437,000  for the same period in 1997,
primarily  due to increased  interest  expense.  Interest  expense  increased by
$782,000 reflecting the higher level of debt outstanding during the three months
ended September 30, 1998 compared to the same period in 1997.

     The Company's net loss increased  ($3,613,000) or ($0.31) per diluted share
to  ($4,210,000)  or  ($0.36)  per  diluted  share  for the three  months  ended
September 30, 1998 compared to a loss of ($597,000) or ($0.05) per diluted share
for the same period in 1997.

     Election to Change Fiscal Year

     The Company has elected to change its Fiscal Year from the 12 month  period
ending June 30 to a 52/53 week.  The new fiscal year end date will be the Sunday
nearest December 31 of each year.

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.

     Cash and cash equivalents were $2,252,000 at September 30, 1998 compared to
$2,608,000 at June 30, 1998. Cash, cash  equivalents and short-term  investments
totaled  $2,637,000  at September  30, 1998  compared to  $3,141,000 at June 30,
1998. Cash used in operating  activities totaled $2,835,000 for the three months
ended  September  30,  1998  and   principally   consisted  of  a  net  loss  of
($4,210,000),  a decrease in minority  interest of $2,693,000 and an increase in
inventory  of  $2,980,000,   offset  by  decreases  in  accounts  receivable  of
$4,403,000 and  depreciation  and  amortization of $1,064,000.  Cash provided by
financing activities totaled $7,376,000 for the three months ended September 30,
1998,  which  consisted  principally  of proceeds from debt of  $3,297,000,  net
borrowings under line of credit of $6,566,000 and


                                       15
<PAGE>

minority  interest  contributions  of $1,001,000,  offset by payments of debt of
$2,969,000  and S Corp  stockholder  distributions  of  $400,000.  Cash  used in
investment  activities  for the three  months ended  September  30, 1998 totaled
$4,897,000,  which consisted  principally of purchases of property and equipment
of $7,275,000,  associated  with the  construction  of an additional 26 acres of
greenhouses,  partially  offset by a release of restricted cash of $2,500,000 to
pay down debt of $1,500,000  and working  capital of  $1,000,000.  The Company's
working capital and current ratio were ($10,180,000) and 0.6 to 1, respectively,
at September 30, 1998 compared to $266,000 and 1 to 1, respectively, at June 30,
1998.

     The Company is experiencing a significant  liquidity problem at the present
time  due to the  startup  and  crop  cycle of the  approximate  127  additional
greenhouse acres. Consequently,  the Company has delayed payments to significant
vendors and  suppliers of goods and services  vital to its business  activities.
Further,  the Company did not pay a maturing  interest  payment to its bank when
due on October 30, 1998 and November 10, 1998.  The Company  expects to continue
to delay vendor and supplier  payments as well as bank interest payments through
December 1998 as the production and sales improve during this period.  While the
liquidity  position of the Company is critical,  Company  management has been in
contact   with  major   suppliers  as  well  as  its  Lenders  and  are  working
cooperatively together to manage this cash flow problem.

     Debt  increased by $6,930,000 to $61,228,000 at September 30, 1998 compared
to $54,298,000 at June 30, 1998. The increase was due primarily to the financing
of Village Farms of Presidio,  a subsidiary of APD,  Greenhouse  Project Phase I
and seasonal needs at September 30, 1998. In September 1998, the Company and one
of its lenders agreed to extend the due date for the  $3,000,000  revolving line
of credit to December 28, 1998 from July 28, 1998.

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

     The Company plans to finance its cash needs  principally with existing cash
reserves,  represented by approximately  $2,252,000 of cash and cash equivalents
and $385,000 of short-term  investments  as of September  30, 1998.  The Company
believes that such cash reserves,  along with cash generated from product sales,
and funds  available  under its revolving line of credit,  will be sufficient to
fund  the  Company's  working  capital  needs,  planned  capital   expenditures,
restructuring  program initiatives and related  obligations,  and to service its
indebtedness  through September 30, 1999,  provided that the Company can resolve
its near term cash flow problems. The Company may need to raise additional funds
to finance its ongoing  operations and expected growth after September 30, 1999,
although  there can be no assurances  that such funds will be available on terms
favorable to 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 


                                       16
<PAGE>

product  launches,  acquisitions,  sales  orders,  sales  product  mix and other
economic factors.  Operating  revenues may be concentrated in the calendar first
and second  quarter as a result of the North  American  growing  and  harvesting
seasons.  Although the Company  believes that the historical  trend in quarterly
revenues  for the first and second  quarters of each year are  generally  higher
than the third 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
for the full fiscal year.

THE MERGER AND FULFILLMENT OF NASDAQ LISTING REQUIREMENTS

     The  National  Association  of  Securities  Dealers,  Inc.,  has  among its
continued listing  requirements three criteria,  fulfillment of any one of which
qualifies an issuer for  continued  listing on the Nasdaq  SmallCap  Market.  An
issuer must have (i) net tangible assets of at least  $2,000,000;  (ii) a market
capitalization of at least $35,000,000; or (iii) net income (for the last fiscal
year or for two of the last three fiscal years) of at least $500,000.

     Results for the period ended September 30, 1998,  indicate that the Company
no longer meets the net tangible assets test. In addition,  the Company does not
meet the minimum net income test. As of November 10, 1998,  11,619,278 shares of
the Company's Common Stock were  outstanding.  The reported closing price of the
Company's  Common  Stock on  October 2, 1998 was $3 5/8,  resulting  in a market
capitalization of approximately $42,120,000. It is possible that the Company may
not be able to  maintain  the  required  level of market  capitalization  due to
possible fluctuations in the market price for its Common Stock, which may result
in Nasdaq's delisting of the Common Stock from the Nasdaq SmallCaps Market.

YEAR  2000

     The Company has completed an initial  assessment of its Year 2000 status. A
plan has been  developed  that is expected to address the Company's  exposure to
the Year 2000 issue. As a part of that plan, the Company will inventory and test
its  information  technology  ("IT") and non-IT  systems.  Major  customers  and
vendors  will be  contacted  in order to  assess  their  status  as to Year 2000
compliance.  The Year 2000 plan is expected to be  implemented  and completed by
approximately  the end of the first quarter 1999. While some of the Company's IT
and non-IT systems will need to be upgraded or replaced, the financial impact of
making  the  required  system  changes is not  expected  to be  material  to the
Company's financial position, results of operations or cash flow.

FORWARD  LOOKING  STATEMENTS

     This report contains forward looking statements that describe the Company's
business  prospects  including those that relate to the merged companies.  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,  political,  economic or other
conditions,  and the  results  of the merger in terms of  effective  operations,
market acceptance and corporate position. Furthermore, market trends are subject
to changes which could adversely affect future results.


                                       17
<PAGE>


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Merger may affect the following  aspects of the  Company's  operations:
(i) changes in the Company's debt to equity ratio;  (ii) costs  associated  with
the transaction and  restructuring  changes;  (iii) market risk; and (iv) credit
risk.

     The  Merger  changed  the  Company's  debt to equity  ratio  from  minor to
significant,  which  could  expose the Company to,  among  other  things,  risks
associated with interest rate  fluctuations.  Based on an the unaudited combined
balance  sheet as of September  30, 1998,  the Company is highly  leveraged as a
result of debt  levels and the  negative  stockholders  equity of  ($4,293,000).
Additional  and   unanticipated   expenses  may  be  incurred  relating  to  the
integration  of the  businesses  of the  Company  and APD,  including  sales and
marketing,  and  administrative  functions.  Although the Company and APD expect
that the  elimination of  duplicative  expenses,  as well as other  efficiencies
related to the integration of their respective  businesses may offset additional
expenses  over time,  there can be no  assurance  that such net benefit  will be
achieved in the near term or at all.

     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,  the impact of supply and demand on market prices
for  products  produced  and  sold by  APD,  the  impact  of  crop  disease  and
pestilence,  the impact of the  perishableness  of products produced and sold by
APD,  weather and other events  impacting crop yields and  greenhouse  structure
damage,  the impact of  customer  concentrations,  the need to raise  additional
funds through public or private debt or equity financing,  especially due to the
substantial amount of capital investment required for greenhouse operations, and
the success of the Company to achieve an effective  merged entity and the result
of that entity in terms of effective operations, market acceptance and corporate
position.

     Financial   instruments   which   potentially   subject   the   Company  to
concentrations  of  credit  risk  consist  of  accounts   receivable  and  other
receivables.  The  Company  primarily  invests its  available  funds into United
States Government  securities as well as investments with high quality financial
institutions.  The  Company  performs  ongoing  evaluations  of  its  customers'
financial condition and,  generally,  requires no collateral from its customers.
The Company maintains reserves and allowances for potential credit losses; which
to date,  such credit  losses have been  insignificant  and within  management's
expectations.  The merged  entity is  subject to a higher  level of risk of this
nature  due to the  higher  level of  business  activity  and a higher  level of
customer concentration.


                                       18


<PAGE>

                           Part II. OTHER INFORMATION

Item 1.   Legal Proceedings

          None.

Item 2.   Changes in Securities

          In  connection  with the  Merger,  on  September  30, 1998 the Company
          issued  9,421,487  shares of the Company's Common Stock $.01 par value
          (the  "Merger  shares"),  to the holders of the Class A Common  Stock,
          $1.00  per  share,  of  Agro  Power  Development,  Inc.,  a  New  York
          corporation ("APD").  Pursuant to the Merger, APD merged with and into
          Agro  Acquisition  Corporation,   a  wholly-owned  subsidiary  of  the
          Company.

          Also in connection with the Merger,  on September 30, 1998 the Company
          issued  33,000 shares of the  Company's  Common Stock,  $.01 par value
          (the  "Moroccan  shares"),  to each of  Michael  A.  DeGiglio,  Thomas
          Montanti and Albert Vanzeyst (together the "Moroccan Shareholders") in
          exchange for the Moroccan  Shareholders' 50% interest in Village Farms
          of Morocco,  S.A., a Moroccan company.  The Merger Shares and Moroccan
          Shares were issued to the APD  Shareholders  pursuant to an  exemption
          under section 4(2) of the  Securities  Act of 1933, as such  issuances
          did not involve any public offering.

Item 3.   Defaults Upon Senior Securities

          The Company  has failed to make an  interest  payment in the amount of
          $884,000 which was due on October 30, 1998 and an interest  payment of
          $103,000 which was due November 10, 1998 under the VFIFA Facility.  In
          addition,  as of September  30, 1998 the Company was not in compliance
          with the  covenant  of Section  8.13 of the APD  Guaranty  under VFIFA
          Facility, which requires the Company to maintain on a quarterly basis,
          a  ratio  of  equity  to  senior  long-term  debt,   calculated  on  a
          consolidated  basis,  of not less than 25%.  The bank has  waived  the
          covenant violation through December 1, 1998.

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

          A Special  Meeting of  Stockholders  in Lieu of the Annual  Meeting of
          Stockholders  of the  Company  was held on  September  10,  1998.  The
          stockholders  elected  Michael  A.  DeGiglio  and David J. Ryan to the
          class of Directors whose terms expire at the 2000 Annual Meeting.  The
          tabulation of votes with respect to the election of such  directors is
          as follows:

                                       19
<PAGE>


                                                            Total Votes Withheld
                          Total Votes for Each Director      From Each Director
                          -----------------------------      ------------------
   Michael A. DeGiglio              8,530,838                     1,344,902
   David J. Ryan                    8,334,998                     1,540,442

          The  stockholders  approved the issuance of  9,520,487  shares  (after
          giving rise to the approved reverse stock split  referenced  below) of
          the Company's  Common Stock to the holders of the Class A Common Stock
          of APD pursuant to the Merger, with 5,576,060 shares voted in favor of
          the  issuance,  851,850  shares voted against the issuance and 356,730
          shares abstaining.

          The stockholders approved an amendment to the Company's Certificate of
          Incorporation  to  effect a one for five  reverse  stock  split of the
          Company's  Common Stock,  with 5,906,738  shares voted in favor of the
          reverse  split,  528,429  shares votes  against the reverse  split and
          28,373 shares abstaining.

          The Stockholders approved an amendment to the Company's Certificate of
          Incorporation  to  increase  the  number of  authorized  shares of the
          Company's Common Stock from 25,000,000  shares to 100,000,000  shares,
          and to  increase  the  number of  authorized  shares of the  Company's
          Preferred  Stock from  1,000,000  shares to  10,000,000  shares,  with
          5,526,406 shares voted in favor of the amendment, 890,076 shares voted
          against the amendment and 47,059 shares abstaining.

          The  Stockholders  approved and ratified an amendment to the Company's
          1991  Stock  Option  Plan to  increase  the number of shares of Common
          Stock  which may be  granted  under the 1991  Stock  Option  Plan from
          1,300,000  shares to 1,800,000  shares  (without  giving effect to the
          reverse stock split referenced above),  with 8,666,915 shares voted in
          favor of the amendment,  1,138,850  shares voted against the amendment
          and 69,675 shares abstaining.

          The stockholders ratified the selection of Arthur Andersen, LLP as the
          Company's  independent public accountants for the current fiscal year,
          with  9,745,420  shares voted in favor of such  ratification,  104,340
          shares voted against such ratification and 25,680 shares abstaining.

Item 5.   Other Information

          The Company has amended its By Laws to change its Fiscal Year end from
          the twelve month period ended June 30 to a 52-53 week fiscal year. The
          year end date of such  fiscal  year  shall  be on the  Sunday  nearest
          December 31, of each year. For the  transition  period the fiscal year
          end date will be January 3, 1999.


                                       20
<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 12, 1998       By:  /s/ Michael A. DeGiglio
                                    --------------------------------------------
                                    Michael A. DeGiglio
                                    President and Chief Executive Officer
                                    (Principal Executive Officer






Date: November  12, 1998       By:  /s/ David M. Suchniak
                                    --------------------------------------------
                                    David M. Suchniak
                                    Senior Vice President and
                                    Chief Financial Officer
                                    (Principal Accounting and Financial Officer)


                                       21
<PAGE>


                             ECOSCIENCE CORPORATION

                                  EXHIBIT INDEX



Item 6.   Exhibits and Reports on Form 8-K

Exhibit                              Exhibit
Number                               Description
--------------------------------------------------------------------------------


10.60          Agreement  Regarding  Future Projects between  Cogentrix  Energy,
               Inc. and Agro Power Development,  Inc.,  effective as of February
               6, 1996. *

10.61          Ground  Lease  dated   September  4,  1997  between  the  Buffalo
               Enterprise  Development  Corporation and Agro Power  Development,
               Inc.

10.62          Commercial  Greenhouse  Lease and Operating  Agreement dated July
               22, 1992 between Oxbow Power of North  Tonawanda,  New York, Inc.
               and Village Farms of Wheatfield, Inc. *

10.63          Operating  Agreement  dated  as  of  November  14,  1997  between
               Greenhost, Inc. and Village Farms of Virginia, Inc for Birchwood,
               Virginia greenhouse facility. *

10.64          Lease Agreement dated as of September 21, 1993 between  Cogentrix
               of  Pennsylvania,  Inc.  and  Keystone  Village  Farms,  Inc. for
               Ringgold, Pennsylvania greenhouse facility. *

10.65          Amended  Ground  Lease  effective  March  14,  1997  between  the
               Presidio County  Commissioners  Court and Agro Power Development,
               Inc.

10.66          Lease  Agreement  dated as of January 29, 1998 between Ripe Touch
               Greenhouses, Inc., and Village Farms of Colorado, Inc. *

10.67          Agreement of Limited Partnership of Village Farms of Texas, L.P.,
               dated as of February 6, 1996. *


                                      22
<PAGE>

Exhibit                              Exhibit
Number                               Description
--------------------------------------------------------------------------------


10.68          Marketing and Sales  Agreement  between  Village  Farms,  LLC and
               Village Farms of Texas, L.P., dated February 13, 1996.

10.69          Management,  Operating and Maintenance  Contract  between Village
               Farms of Delaware  LLC and  Village  Farms of Texas,  L.P.  dated
               February 13, 1996.

10.70          Agreement of Limited  Partnership of Pocono Village Farms,  L.P.,
               dated as of March 10, 1997.

10.71          Agreement of Limited Partnership of Village Farms of Marfa, L.P.,
               dated as of June 4, 1997. *

10.72          Management,  Operating and Maintenance  Contract  between Village
               Farms of Marfa and Village Farms of Delaware,  LLC, dated June 4,
               1997.

10.73          Marketing  and Sales  Agreement  between  Village Farms of Marfa,
               L.P. and Village Farms of Delaware dated June 4, 1997.

10.74          Amended and Restated Agreement of Limited  Partnership of Village
               Farms of Buffalo, L.P., dated as of September 4, 1997. *

10.75          Management,  Operating and Maintenance  Contract  between Village
               Farms of Delaware and Village Farms of Buffalo,  dated  September
               4, 1997 and amendment thereto dated as of April 17, 1998.

10.76          Marketing and Sales  Agreement  between Village Farms of Delaware
               and Village Farms of Buffalo, L.P. dated September 4, 1997.

10.77          Management, Operation, Maintenance, Marketing and Sales Agreement
               between Pocono Village Farms, L.P. and Village Farms of Delaware.

10.78          Marketing  Agreement by and between  Foster Farms,  Inc. and Agro
               Power Development, Inc. dated January 1, 1995.

10.79          Credit Agreement (Line of Credit Facility) by and between CoBank,
               ACB,  as Agent  and as a  Syndication  Party  and  Village  Farms
               International Financing Association dated as of June 24, 1997.


                                      23
<PAGE>

Exhibit                              Exhibit
Number                               Description
--------------------------------------------------------------------------------


10.80          Promissory  Note  (Line of  Credit  Facility)  of  Village  Farms
               International  Financing  Association  dated  June  24,  1997  in
               principal amount of $10,000,000.

10.81          First  Amendment to Credit  Agreement  (Line of Credit  Facility)
               [Regarding  EcoScience  Merger]  by  and  between  Village  Farms
               International Finance Association and CoBank, ACB dated September
               29, 1998.

10.82          Second Amendment to Credit Agreement (Line of Credit Facility) by
               and  between   CoBank,   Village  Farms   International   Finance
               Association and Agro Power  Development  Inc. dated September 29,
               1998.

10.83          Line of Credit  Security  Agreement by and between  Village Farms
               International Finance Association, and CoBank, ACB dated June 24,
               1997 with a line of credit of $10,000,000.

10.84          Credit  Agreement  (Construction  Loan  Funding)  by and  between
               CoBank,  ACB as Agent  and  Syndicated  Party and  Village  Farms
               International Financing Association dated as of June 24, 1997.

10.85          First Amendment to Credit Agreement  (Construction  Loan Funding)
               [Regarding  EcoScience  Merger]  by  and  between  Village  Farms
               International Finance Association and CoBank, ACB dated September
               29, 1998.

10.86          Promissory  note  (Construction  Loan  Funding) of Village  Farms
               International  Financing  Association  dated  June  24,  1997  in
               principal amount of $30,000,000.

10.87          Construction Loan Security Agreement by and between Village Farms
               International Finance Association, and CoBank, ACB dated June 24,
               1997.

10.88          Credit  Agreement (Term Loan Funding) by and between CoBank,  ACB
               as Agent and  Syndication  Party and Village Farms  International
               Financing Association dated as of June 24, 1997.

10.89          Promissory   Note  (Term   Loan   Funding)   of   Village   Farms
               International  Financing  Association  dated  June  24,  1997  in
               principal amount of $50,000,000.


                                      24
<PAGE>

Exhibit                              Exhibit
Number                               Description
--------------------------------------------------------------------------------


10.90          Guaranty  of Agro Power  Development,  Inc.  dated as of June 24,
               1997 to  Construction  Lenders,  Term  Lenders and Line of Credit
               Lenders.

10.91          First   Amendment  to  Credit   Agreement   (Term  Loan  Funding)
               [Regarding  EcoScience  Merger]  by  and  between  Village  Farms
               International Finance Association and CoBank, ACB dated September
               29, 1998.

10.92          Second  Amendment to Credit  Agreement (Term Loan Funding) by and
               between CoBank,  Village Farms International  Finance Association
               and Agro Power Development Inc. dated September 29, 1998.

10.93          Term  Loan  Security  Agreement  by  and  between  Village  Farms
               International Finance Association, and CoBank, ACB dated June 24,
               1997.

10.94          Amendment to Loan Documents by and between CoBank,  Village Farms
               International  Finance  Association  and Agro Power  Development,
               Inc. dated September 29, 1998.

10.95          First  Amendment  to  Guarantor  Security  and  Pledge  Agreement
               [Regarding   EcoScience   Merger]  by  and  between   Agro  Power
               Development, Inc. and CoBank, ACB dated September 29, 1998.

10.96          First  Amendment  to  Guaranty  of Agro Power  Development,  Inc.
               [Regarding   EcoScience   Merger]  by  and  between   Agro  Power
               Development, Inc. and The Lender Group dated September 29, 1998.

10.97          Promissory  Note dated March 7, 1997 issued to Cogentrix  Energy,
               Inc. in the principal amount of $643,197.

10.98          Promissory Note dated January 31, 1997 issued to Village Farms of
               Texas,  L.P. in the  principal  amount of $1,838,420 by Cogentrix
               Energy, Inc.

10.99          Agreement of Limited  Partnership  of Village  Farms of Presidio,
               L.P. dated as of August 31, 1998.

10.100         Commercial  Greenhouse  Design and Construction  Contract between
               Agro Power Development,  Inc. and Dalsem Kassenbouw B.V. dated as
               of August 31, 1998.

10.101         Commercial Design and Construction Contract between Village Farms
               of Presidio,  L.P. and Agro Power  Development,  Inc. dated as of
               August 31, 1998.


                                      25
<PAGE>

Exhibit                              Exhibit
Number                               Description
--------------------------------------------------------------------------------


10.102         Commercial  Packing House Design and Construction  Contract dated
               July  10,  1998  between  Agro  Power  Development,  Inc.  and NC
               Sturgeon, Inc.

10.103         Marketing and Sales Agreement  between Village Farms of Presidio,
               L.P. and Village Farms, Inc. dated as of August 31, 1998.

10.104         Management, Operation and Maintenance Contract dated as of August
               31, 1998 among New Amsterdam  Joint Venture,  L.L.C.  and Village
               Farms of Presidio, L.P.

10.105         $1,375,000 Promissory Note and Security Agreement dated March 10,
               1997  among  Agro  Power  Development,  Inc.,  Village  Farms  of
               Delaware LLC, Village Farms LLC and Cogentrix  Delaware Holdings,
               Inc.

10.106         Loan  Agreement by and between  Pocono  Village and First Pioneer
               Farm Credit, ACA, dated March 5, 1997.

10.107         Installment Promissory Note for $2,200,000.00 from Pocono Village
               to First Pioneer Farm Credit, ACA, dated March 10, 1997.

10.108         Construction  Loan  Agreement  between  Pocono  Village and First
               Pioneer Farm Credit, dated March 10, 1997.

10.109         Security  Agreement between Pocono Village and First Pioneer Farm
               Credit, ACA, dated March 10, 1997.

10.110         Agreement dated July 1, 1998 between Agro Power Development, Inc.
               and The Greenery International. *

10.111         Employment  Agreement  dated  June 8,  1998  between  Agro  Power
               Development, Inc. and David M. Suchniak.

               *    Information  has  been  omitted  from  this  Exhibit  and is
                    subject to a request for confidential treatment.


                                       26