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


                       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: March 31, 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 May 14, 1998
-----                                                ---------------------------
Common Stock, par value $0.01 per share              10,488,455

Total Number of Sequentially Numbered Pages:  21     Exhibit Index on Page:  20



                                       1
<PAGE>


                             ECOSCIENCE CORPORATION

                            INDEX TO QUARTERLY REPORT

                                  ON FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 1998

                                    Unaudited



                                                                            Page
                                                                            ----

Part I.  -  Financial Information

       Item 1.     Consolidated Financial Statements:

            o      Consolidated Balance Sheets:
                      March 31, 1998 and June 30, 1997.......................  3


            o      Consolidated Statements of Operations:
                      Three and Nine Months Ended March 31, 1998 and 1997 ...  4

            o      Consolidated Statements of Cash Flows:
                      Nine Months Ended March 31, 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

Part II.  -  Other Information............................................... 18

Signatures................................................................... 19



                                       2
<PAGE>




                             ECOSCIENCE CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                         In thousands, except share data

<TABLE>
<CAPTION>
                                                                         March 31,   June 30,
                                                                           1998        1997
                                                                         --------    --------
                                                                        Unaudited
                                               ASSETS
<S>                                                                      <C>         <C>     
Current assets:
   Cash and cash equivalents .........................................   $    348    $  1,247
   Short-term investments ............................................        529         528
   Accounts receivable, less reserves of $184 at
       March 31, 1998 and $150 at June 30, 1997 ......................      2,946       1,788
   Inventories .......................................................      1,928       1,940
   Other current assets ..............................................      1,402         842
                                                                         --------    --------

       Total current assets ..........................................      7,153       6,345
                                                                         --------    --------

Property and equipment, net ..........................................        829         562
Intangible assets, net ...............................................      1,568       1,745
Other noncurrent assets ..............................................         80         223
                                                                         --------    --------


           Total assets ..............................................   $  9,630    $  8,875
                                                                         ========    ========



                              LIABILITIES AND STOCKHOLDERS' INVESTMENT

Current liabilities:
   Short-term borrowings .............................................   $    785    $     -- 
   Current portion of long-term debt .................................          6          10
   Accounts payable ..................................................      2,435       2,641
   Accrued restructuring costs .......................................        225         307
   Accrued expenses and other current liabilities ....................      2,248       1,752
                                                                         --------    --------

       Total current liabilities .....................................      5,699       4,710
                                                                         --------    --------

Noncurrent liabilities:
   Long-term debt, less current portion ..............................          9           1
   Other long-term liabilities .......................................        150         150
                                                                         --------    --------

       Total noncurrent liabilities ..................................        159         151
                                                                         --------    --------

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;
       10,488,455 and 10,401,177 shares issued and outstanding at
       March 31, 1998 and June 30, 1997, respectively ................        105         104
   Additional paid-in capital ........................................     57,304      57,222
   Accumulated deficit ...............................................    (53,639)    (53,312)
   Unrealized gain on short-term investments .........................          2          -- 
                                                                         --------    --------

       Total stockholders' investment ................................      3,772       4,014
                                                                         --------    --------

           Total liabilities and stockholders' investment ............   $  9,630    $  8,875
                                                                         ========    ========
</TABLE>




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



                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                        Three Months Ended March 31,   Nine Months Ended March 31,
                                        ----------------------------   ---------------------------
                                            1998           1997           1998           1997
                                          --------       --------       --------       --------
                                                Unaudited                      Unaudited
<S>                                       <C>            <C>            <C>            <C>     
Product sales ......................      $  6,371       $  3,633       $ 18,223       $ 15,894

Cost of goods sold .................         4,949          2,608         14,285         12,062
                                          --------       --------       --------       --------

Gross profit .......................         1,422          1,025          3,938          3,832
                                          --------       --------       --------       --------

Operating expenses:
    Research and development .......           105            128            307            409
    Selling and marketing ..........           693            657          2,216          1,867
    General and administrative .....           512            542          1,691          1,627
    Reversal of restructuring charge            --             --             --            (77)
                                          --------       --------       --------       --------
          Total operating expenses .         1,310          1,327          4,214          3,826
                                          --------       --------       --------       --------

Operating income (loss) ............           112           (302)          (276)             6
                                          --------       --------       --------       --------

Other income (expense):
    Research, development, licensing
        fees and other income ......             9             --              9              7
    Investment income ..............            19             25             49             80
    Interest and other expense .....           (57)           (34)          (109)          (154)
                                          --------       --------       --------       --------
          Total other expense ......           (29)            (9)           (51)           (67)
                                          --------       --------       --------       --------

Net income (loss) ..................      $     83       $   (311)      $   (327)      $    (61)
                                          ========       ========       ========       ========


Earnings (loss) per share:
              Basic

     Net income (loss) per share ...      $   0.01       $  (0.03)      $  (0.03)      $  (0.01)
                                          ========       ========       ========       ========
     Weighted average common shares
         outstanding ...............        10,488         10,386         10,446         10,049
                                          ========       ========       ========       ========

             Diluted

     Net income (loss) per share ...      $   0.01       $  (0.03)      $  (0.03)      $  (0.01)
                                          ========       ========       ========       ========
     Aggregate diluted shares ......        10,693         10,386         10,446         10,049
                                          ========       ========       ========       ========
</TABLE>


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


                                       4
<PAGE>

                             ECOSCIENCE CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  In thousands

<TABLE>
<CAPTION>
                                                                               Nine Months Ended
                                                                                   March 31,
                                                                             ---------------------
                                                                              1998           1997
                                                                             -------       -------
                                                                                    Unaudited
<S>                                                                          <C>           <C>     
Cash flows from operating activities:
   Net loss ...........................................................      $  (327)      $   (61)
   Adjustments to reconcile net loss
       to net cash used for operating activities:
           Depreciation and amortization ..............................          253           286
           Gain on sale of property and equipment .....................           (3)           --
           Gain on sale of investments ................................           --            (2)
           Reversal of restructuring charge ...........................           --           (77)
           Foreign exchange loss (gain) ...............................            9           (24)
           Changes in current assets and liabilities:
                Accounts receivable, net ..............................       (1,158)         (767)
                Inventories ...........................................           12          (127)
                Other current assets ..................................         (560)         (164)
                Accounts payable and accrued expenses .................          349           318
                Accrued restructuring costs ...........................          (82)         (157)
                                                                             -------       -------

                   Net cash used for operating activities .............       (1,507)         (775)
                                                                             -------       -------

Cash flows from investing activities:
   Purchases of property and equipment ................................         (426)          (62)
   Proceeds from sales of property and equipment ......................           19            --
   Proceeds from sales of short-term investments ......................           --           677
   Proceeds from release of restricted cash ...........................           --           456
   Decrease (increase) in other noncurrent assets .....................          143           (75)
                                                                             -------       -------

                   Net cash (used for) provided by investing activities         (264)          996
                                                                             -------       -------

Cash flows from financing activities:
   Proceeds from issuance of stock ....................................           83         1,128
   Proceeds from long-term debt .......................................           17            --
   Net borrowings under line of credit ................................          785            --
   Payments on long-term debt and capital leases ......................          (13)         (993)
                                                                             -------       -------

                   Net cash provided by financing activities ..........          872           135

Effect of exchange rate changes on cash ...............................           --            (1)
                                                                             -------       -------

(Decrease) increase in cash and cash equivalents ......................         (899)          355

Cash and cash equivalents at beginning of period ......................        1,247           734
                                                                             -------       -------

Cash and cash equivalents at end of period ............................      $   348       $ 1,089
                                                                             =======       =======


Total unrestricted and restricted cash, cash equivalents
   and short-term investments at end of period ........................      $   877       $ 1,863
                                                                             =======       =======


Supplemental cash flow information 
Cash paid for:
       Interest .......................................................      $   100       $   166
       Income taxes ...................................................            5            15

Non-cash investing and financing activities:
       Disposition of equipment under capital lease ...................           --           308
       Termination of capital lease obligations .......................           --        (1,248)
       Reduction of goodwill for purchase price adjustment ............           67            --
       Reduction of accrued expenses and other current liabilities for
         purchase price adjustment ....................................          (67)           --
</TABLE>

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

                                       5
<PAGE>



                             ECOSCIENCE CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1998

                                    Unaudited


1.   OPERATIONS

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

     The  Company  derives  most of its  revenues  from the sale of: (i) growing
medium  products  to the  North  American  intensive  farming  and  horticulture
industries;  (ii) sorting,  grading and packing  systems to the produce  packing
industry;  and (iii)  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 $348,000 of cash and cash  equivalents  and
$529,000 of  short-term  investments  as of March 31, 1998,  along with revenues
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 March 31, 1999. The Company may need to raise
additional  funds to finance its ongoing  operations  and expected  growth after
March 31,  1999,  although  there can be no  assurances  that such funds will be
available  on  terms  favorable  to the  Company.  If the  proposed  merger,  as
described in Note 2, is not completed, then the Company will continue to explore
other   potential   mergers,   joint   ventures  and  various  other   strategic
opportunities,  which are aimed at enhancing stockholder value and the long-term
commercial viability of the Company.

2.   PROPOSED MERGER

     On April  29,  1998,  the  Company  announced  that it had  entered  into a
definitive  agreement  to merge with Agro Power  Development,  Inc.  ("APD"),  a
privately held corporation. The agreement provides for APD to be merged with and
into a newly  formed  subsidiary  of  EcoScience.  Pursuant to the  merger,  APD
shareholders will receive,  in exchange for their APD shares,  EcoScience common
stock  representing 80% of the outstanding common stock of EcoScience on a fully
diluted basis after the merger.

                                       6
<PAGE>

     The  companies  are  combining  to  form  an  integrated,   environmentally
responsible,   global  agri-business  to  take  advantage  of  their  respective
expertise in naturally derived food technologies,  intensive  production of high
quality fresh produce,  innovative  biorational pest control  technologies,  and
sophisticated  growing and  postharvest  systems.  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.

     Certain key  conditions  precedent  to the merger,  such as the issuance of
EcoScience common stock as consideration for the merger, are subject to approval
by  EcoScience  stockholders.  On May 11, 1998,  the Company filed a preliminary
Proxy Statement with the Securities and Exchange Commission regarding the merger
and certain  other  matters for  stockholder  consideration.  The merger is also
subject to approval by the APD  stockholders.  Michael A.  DeGiglio,  President,
Chief Executive Officer and Director of EcoScience,  is a principal stockholder,
Chief Executive Officer and Director of APD.

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 nine months ended March 31, 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 nine months ended March 31, 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, 1997,  which are included in the Company's  Annual Report on
Form 10-K filed with the Securities and Exchange Commission.

     The accompanying  interim  consolidated  financial  statements  include the
accounts of the Company and its wholly owned  subsidiaries,  AGRO and EPSC.  All
material  intercompany   transactions  and  balances  have  been  eliminated  in
consolidation. The financial statements for the nine months ended March 31, 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.



                                       7
<PAGE>


4.   INVENTORIES

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

                                                March 31,            June 30,
                                                ---------            --------
(In thousands)                                    1998                 1997
                                                 ------               ------
Raw materials ........................           $   62               $   17

Finished goods .......................            1,866                1,923
                                                 ------               ------
                                                 $1,928               $1,940
                                                 ======               ======

     Finished goods include material, labor and manufacturing overhead costs.


5.   DEBT

     In April 1998, the Company and its lender,  Silicon Valley Bank,  agreed to
extend the due date for the $3,000,000 revolving line of credit to July 28, 1998
from April 28, 1998.

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 income  (loss)  for all  periods
reported. A reconciliation of weighted average common shares outstanding used in
computing  Basic EPS to aggregate  diluted shares used in computing  Diluted EPS
follows:

<TABLE>
<CAPTION>
                                        Three Months Ended              Nine Months Ended
                                             March 31,                       March 31,
                                    --------------------------      --------------------------
                                       1998            1997            1998            1997
                                    ----------      ----------      ----------      ----------
<S>                                 <C>             <C>             <C>             <C>       
Basic EPS
Weighted average common shares
          outstanding ........      10,488,000      10,386,000      10,446,000      10,049,000

Effect of dilutive securities
Warrants .....................          22,000              --              --              --
Options ......................         183,000              --              --              --
                                    ----------      ----------      ----------      ----------
                                       205,000              --              --              --
                                    ----------      ----------      ----------      ----------

Diluted EPS
Aggregate diluted shares .....      10,693,000      10,386,000      10,446,000      10,049,000
                                    ==========      ==========      ==========      ==========
</TABLE>

                                       8
<PAGE>


     Options to purchase  163,000  shares of common stock at prices ranging from
$1.50 to $7.00 and warrants to purchase 473,000 shares of common stock at prices
ranging from $2.00 to $9.75 were  outstanding  at March 31,  1998,  but were not
included in the  computation of Diluted EPS,  because their exercise prices were
greater  than the average  market  price of the  Company's  common stock for the
three months ended March 31, 1998.

     Options to purchase  792,000  shares of common stock at prices ranging from
$0.56 to $7.00 and warrants to purchase 622,000 shares of common stock at prices
ranging from $1.00 to $9.75 were  outstanding  at March 31,  1998,  but were not
included in the  computation  of Diluted EPS because the effect on the Company's
net loss per share would be  anti-dilutive  for the nine months  ended March 31,
1998.



                                       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)
specialty  agriculture;  (ii)  postharvest  fruits  and  vegetables;  and  (iii)
biological insect control for professional pest control operators ("PCOs").

     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
fertigation 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.

     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  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.



                                       10
<PAGE>

     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.

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

     Proposed Merger

     On April  29,  1998,  the  Company  announced  that it had  entered  into a
definitive  agreement  to merge with Agro Power  Development,  Inc.  ("APD"),  a
privately held corporation. The agreement provides for APD to be merged with and
into a newly  formed  subsidiary  of  EcoScience.  Pursuant to the  merger,  APD
shareholders will receive,  in exchange for their APD shares,  EcoScience common
stock  representing 80% of the outstanding common stock of EcoScience on a fully
diluted basis after the merger.

     The  companies  are  combining  to  form  an  integrated,   environmentally
responsible,   global  agri-business  to  take  advantage  of  their  respective
expertise in naturally derived food technologies,  intensive  production of high
quality fresh produce,  innovative  biorational pest control  technologies,  and
sophisticated  growing and  postharvest  systems.  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.

     Certain key  conditions  precedent  to the merger,  such as the issuance of
EcoScience common stock as consideration for the merger, are subject to approval
by  EcoScience  stockholders.  On May 11, 1998,  the Company filed a preliminary
Proxy Statement with the Securities and Exchange Commission regarding the merger
and certain  other  matters for  stockholder  consideration.  The merger is also
subject to approval by the APD  stockholders.  Michael A.  DeGiglio,  President,
Chief Executive Officer and Director of EcoScience,  is a principal stockholder,
Chief Executive Officer and Director of APD.


RESULTS OF OPERATIONS

                      Three Months Ended March 31, 1998 vs.
                        Three Months Ended March 31, 1997

     The Company's  product sales increased  $2,738,000 or 75% to $6,371,000 for
the three  months  ended March 31, 1998 from  $3,633,000  for the same period in
1997.  This  increase was primarily due to the increases in product sales in the
PostHarvest  Fruits  and  Vegetables  market  of  $1,497,000  and the  Specialty
Agriculture  market of  $1,274,000,  partially  offset by a decrease  in product
sales in the Biological Insect Control market of $33,000.



                                       11
<PAGE>

The  following  table sets forth the  Company's  product sales by market for the
three months ended March 31, 1998 and 1997:

<TABLE>
<CAPTION>
                                                  Three Months Ended March 31,
                                           ------------------------------------------
                                                                            Increase
(In thousands)                              1998             1997          (Decrease)
                                           ------           ------         ----------
<S>                                        <C>              <C>              <C>   
Specialty Agriculture...............       $3,236           $1,962           $1,274
PostHarvest Fruits and Vegetables...        3,115            1,618            1,497
Biological Insect Control...........           20               53              (33)
                                           ------           ------           ------

Consolidated........................       $6,371           $3,633           $2,738
                                           ======           ======           ======
</TABLE>


     The Company is the  exclusive  distributor  in the United  States,  Canada,
Mexico and the  Caribbean of the Grodan  brand of  stonewool,  an inert  growing
medium  supplied by Grodania A/S, a Denmark  based  company.  Additionally,  the
Company  has the  exclusive  right to sell Aweta  B.V.'s,  a  Netherlands  based
company,  sorting,  grading and packing  products  and  equipment  to the fruit,
vegetable  and  flower  markets  in the United  States,  Canada,  Mexico and the
Caribbean.   The  Company  believes  that  revenues  under  these   distribution
agreements  will each  account for more than 10% of the  Company's  consolidated
product  sales for the fiscal year ending June 30,  1998.  Although  there are a
limited number of sources of growing medium products,  and sorting,  grading and
packing equipment  manufacturers in the world, the Company's management believes
that  if  the  Company   ceased  to  operate  under  its  current   distribution
arrangements,  the Company  could  arrange  distribution  agreements  with other
manufacturers  or suppliers of such products and equipment on comparable  terms.
Any such change, however could cause the Company delays in filling sales orders,
as well as possible loss of sales,  which would  adversely  affect the Company's
operating results.

     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 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 will be 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.

     The Company sold  products to APD, an  affiliate  and the company with whom
EcoScience  has entered into a  definitive  merger  agreement,  in the amount of
$943,000 or 15% of product  sales for the three  months ended March 31, 1998 and
$204,000 or 6% of product sales in the same period in 1997.  Management believes
that  prices and fees  charged to APD were  consistent  with those that would be
changed in arm's length  translations.  Loss of revenue from this customer would
adversely 


                                       12
<PAGE>

affect operations. Sales to APD are expected to account for more than 10% of the
Company's product sales for the fiscal year ending June 30, 1998.

     Cost of goods sold increased  $2,341,000 or 90% to $4,949,000 for the three
months  ended  March  31,  1998  from  $2,608,000  for the same  period in 1997,
primarily due to product sales increases and a change in product mix.

     Gross margin on product sales  increased  $397,000 or 39% to $1,422,000 for
the three  months  ended March 31, 1998 from  $1,025,000  for the same period in
1997,  while gross margin  percentage on product sales  decreased to 22% for the
three  months  ended March 31,  1998 from 28% for the same  period in 1997.  The
decrease in gross margin  percentage was primarily due to competitive  pressures
and a shift in product mix towards  typically  lower margin product lines in the
Specialty  Agriculture  market and equipment  product  sales in the  PostHarvest
Fruits and Vegetables market.

     Research and development  expenses decreased $23,000 or 18% to $105,000 for
the three months ended March 31, 1998 from $128,000 for the same period in 1997,
due primarily to reductions 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 during fiscal 1998.

     Selling and marketing  expenses increased $36,000 or 5% to $693,000 for the
three months ended March 31, 1998 from $657,000 for the same period in 1997, due
primarily to additional personnel,  promotional, customer site and related costs
to support efforts to increase market  penetration and the marketing of expanded
product lines in multiple  markets,  partially  offset by the  completion of the
amortization  of the value of the contract with  Grodania A/S in December  1997,
which value resulted from the acquisition of AGRO.

     General and administrative expenses decreased $30,000 or 6% to $512,000 for
the three months ended March 31, 1998 from $542,000 for the same period in 1997,
primarily due to decreases in professional  fees and insurance costs,  partially
offset by increases in personnel and related costs to support increased business
activity.

     Operating income increased  $414,000 to $112,000 for the three months ended
March 31, 1998  compared to a ($302,000)  operating  loss for the same period in
1997.  The increase in operating  income  resulted  from a $397,000  increase in
gross  profits for the three  months  ended March 31, 1998  compared to the same
period in 1997, and a $17,000 decrease in operating expenses.

     Other income  (expense)  increased by $20,000 to ($29,000)  net expense for
the three months  ended March 31, 1998  compared to ($9,000) net expense for the
same period in 1997, primarily due to an increase in interest expense of $23,000
resulting  from the higher  level of debt  outstanding  during the three  months
ended March 31, 1998 compared to the same period in 1997.

     The Company's net income  increased  $394,000 or $0.04 per diluted share to
$83,000 or $0.01 per  diluted  share for the three  months  ended March 31, 1998
compared  to a loss of  ($311,000)  or ($0.03)  per  diluted  share for the same
period in 1997.



                                       13
<PAGE>

                      Nine Months Ended March 31, 1998 vs.
                        Nine Months Ended March 31, 1997

     The Company's product sales increased  $2,329,000 or 15% to $18,223,000 for
the nine months  ended March 31,  1998 from  $15,894,000  for the same period in
1997.  This  increase was  primarily due to the increase in product sales in the
Specialty  Agriculture  market of  $2,240,000  and the  PostHarvest  Fruits  and
Vegetables market of $224,000,  partially offset by a decrease in the Biological
Insect Control market of $135,000.  The following table sets forth the Company's
product sales by market for the nine months ended March 31, 1998 and 1997:

<TABLE>
<CAPTION>
                                                        Nine Months Ended March 31,
                                            -------------------------------------------------
                                                                                 Increase
(In thousands)                                 1998             1997            (Decrease)
                                            ------------     ------------     ----------------
<S>                                             <C>             <C>                  <C>   
Specialty Agriculture ....................      $11,609         $  9,369             $2,240
PostHarvest Fruits and Vegetables.........        6,594            6,370                224
Biological Insect Control.................           20              155               (135)
                                            ------------     ------------     ----------------

Consolidated..............................      $18,223          $15,894             $2,329
                                            ============     ============     ================
</TABLE>


     The  Company  sold  products to APD in the amount of  $4,128,000  or 23% of
product sales for the nine months ended March 31, 1998 and  $2,369,000 or 15% of
product sales for the same period in 1997.

     Cost of goods sold increased  $2,223,000 or 18% to $14,285,000 for the nine
months  ended  March  31,  1998  from  $12,062,000  for the same  period in 1997
primarily due to product sales increases and a change in product mix.

     Gross margin on product sales  increased  $106,000 or 3% to $3,938,000  for
the nine  months  ended March 31,  1998 from  $3,832,000  for the same period in
1997,  while gross margin  percentage on product sales  decreased to 22% for the
nine  months  ended  March 31,  1998 from 24% for the same  period in 1997.  The
decrease in gross margin  percentage was primarily due to competitive  pressures
and a shift in product mix towards  typically  lower margin product lines in the
Specialty  Agriculture  market, and a decrease in product sales in the typically
higher margin Biological Insect Control market.

     Research and development expenses decreased $102,000 or 25% to $307,000 for
the nine months ended March 31, 1998 from  $409,000 for the same period in 1997,
due primarily to reductions in personnel  and related  costs,  and  professional
fees,  partially  offset by decreases in costs  allocable to  production  of the
Company's  biological  products.  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 in
fiscal 1998.

     Selling and marketing  expenses increased $349,000 or 19% to $2,216,000 for
the nine  months  ended March 31,  1998 from  $1,867,000  for the same period in
1997,  due primarily to  additional  personnel,  promotional,  customer site and
related  costs  to  support  efforts  to  increase  market  penetration  and the
marketing of expanded product lines in multiple markets, partially offset by the
completion of the amortization of the value of the contract with Grodania A/S in
December 1997, which value resulted from the acquisition of AGRO.

                                       14
<PAGE>

     General and  administrative  expenses increased $64,000 or 4% to $1,691,000
for the nine months ended March 31, 1998 from  $1,627,000 for the same period in
1997,  primarily  due to increases in personnel and related  costs,  and certain
credit risks  incurred  from  expanded and new  markets,  partially  offset by a
reduction in insurance costs.

     Operating  income  decreased  $282,000 to a loss of ($276,000) for the nine
months ended March 31, 1998 compared to operating  income of $6,000 for the same
period in 1997. The increase in operating loss resulted from a $388,000 increase
in operating  expenses for the nine months ended March 31, 1998  compared to the
same period in 1997,  partially offset by a $106,000  increase in gross profits.
Excluding  non-recurring  amounts in 1997,  operating  loss for the nine  months
ended  March  31,  1998  increased  $205,000  to a loss  of  ($276,000)  from an
operating  loss of ($71,000) for the same period in 1997,  after  exclusion of a
non-recurring  reversal  of  accrued  restructuring  costs of  $77,000  in 1997.
Operating  expenses  increased  $311,000 or 8% to $4,214,000 for the nine months
ended March 31, 1998  compared to $3,903,000  for the same period in 1997,  when
the restructuring reversal is excluded for 1997.

     Other  income (expense)  decreased by $16,000 to ($51,000)  net expense for
the nine months ended March 31, 1998  compared to ($67,000)  net expense for the
same period in 1997,  primarily  due to net  interest  (expense)  decreasing  by
$14,000,  which resulted from a greater decline in the level of debt outstanding
as compared to the decline in the amount of  investments  during the nine months
ended March 31, 1998.

     The Company's net loss increased ($266,000) or ($0.02) per diluted share to
a net loss of  ($327,000) or ($0.03) per diluted share for the nine months ended
March 31, 1998  compared to a net loss of ($61,000) or ($0.01) per diluted share
for the same period in 1997. Excluding  non-recurring  amounts, the net loss for
the nine  months  ended  March 31,  1998 was  ($327,000)  or ($0.03) per diluted
share, a ($189,000) or ($0.02) per diluted share  increase in loss,  compared to
net loss of ($138,000) or ($0.01) per diluted share for the same period in 1997,
when the $77,000  reversal of accrued  restructuring  costs is excluded from the
1997 period.


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  $348,000  at March 31,  1998  compared to
$1,247,000 at June 30, 1997. Cash, cash  equivalents and short-term  investments
totaled $877,000 at March 31, 1998 compared to $1,775,000 at June 30, 1997. Cash
used for operating activities totaled $1,507,000 for the nine months ended March
31, 1998 and principally  consisted of a net loss of ($327,000) and increases in
accounts  receivable  of  $1,158,000  and  other  current  assets  of  $560,000,
partially  offset by an  increase in  accounts  payable and accrued  expenses of
$349,000.  Cash provided by financing  activities  totaled  $872,000 in the nine
months ended March 31, 1998, which consisted principally of net borrowings under
the Company's revolving line of credit of $785,000, and $83,000 of proceeds from
the issuance of common stock  resulting from the exercise of options.  Cash used
for  investment  activities  for the nine months  ended  March 31, 1998  totaled
$264,000,  which consisted principally of purchases of property and equipment of
$426,000,  partially  offset  by a  decrease  in  other  non-current


                                       15
<PAGE>

assets of  $143,000.  The  Company's  working  capital  and  current  ratio were
$1,454,000 and 1.3 to 1, respectively,  at March 31, 1998 compared to $1,635,000
and 1.3 to 1, respectively, at June 30, 1997.

     Debt  increased  by $789,000  to  $800,000  at March 31,  1998  compared to
$11,000 at June 30, 1997.  The increase was due to seasonal  financing  needs at
March 31, 1998.  The amount  available  under the  Company's  revolving  line of
credit was  $1,986,000  at March 31,  1998.  In April 1998,  the Company and its
lender agreed to extend the due date for the $3,000,000 revolving line of credit
to July 28, 1998 from April 28, 1998.

     In the nine months  ended March 31,  1998,  the Company  funded  $82,000 of
accrued  restructuring costs that had been recorded in fiscal 1994 and 1995. The
balance of accrued  restructuring costs,  $375,000 total current and non-current
portions,  as of March 31,  1998,  is expected to be utilized in fiscal 1998 and
thereafter.

     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 $348,000 of cash and cash equivalents and
$529,000 of short-term  investments as of March 31, 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  March 31,  1999.  The  Company  may need to raise  additional  funds to
finance  its ongoing  operations  and  expected  growth  after  March 31,  1999,
although  there can be no assurances  that such funds will be available on terms
favorable to the Company.  If the proposed merger, as described in Note 2 to the
Consolidated  Financial  Statements,  is not  completed,  then the Company  will
continue to explore other  potential  mergers,  joint ventures and various other
strategic opportunities,  which are aimed at enhancing stockholder value and the
long-term commercial viability of the Company.


SEASONALITY

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





                                       16
<PAGE>

FORWARD LOOKING STATEMENTS

     This report contains forward looking statements that describe the Company's
business  prospects  and those which relate to the  completion of the merger and
the combined entity. 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 market  acceptance and corporate
position of the Company and the combined entity. Furthermore,  market trends are
subject to changes, which could adversely affect future results.


                                       17
<PAGE>


                           Part II. OTHER INFORMATION



Item 1.           Legal Proceedings

                  None

Item 2.           Changes in Securities

                  None

Item 3.           Defaults Upon Senior Securities

                  None

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

                  None

Item 5.           Other Information

                  None

Item 6.           Exhibits and Reports on Form 8-K

                  a.   Exhibits

                      Exhibit                        Exhibit
                      Number                        Description
                      ------            -------------------------------------
                      27                Financial Data Schedule as of and for 
                                        the Nine Months Ended March 31,1998.


                  b.   Reports on Form 8-K.

                      Report dated,  April 29, 1998, which  incorporated a press
                      release made available to the public on April 29, 1998 and
                      which  referred to the Company  entering into a definitive
                      merger agreement whereby Agro Power Development, Inc. will
                      be merged with and into a newly formed  subsidiary  of the
                      Company. The Press Release was attached as an exhibit.



                                       18
<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 15, 1998          By:  /s/ Michael A. DeGiglio
                                -------------------------
                                      Michael A. DeGiglio
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)



Date:  May 15, 1998          By:  /s/ Harold A. Joannidi
                                ------------------------
                                      Harold A. Joannidi
                                      Treasurer & Secretary
                                      (Principal Financial & Accounting Officer)






                                       19

<PAGE>


                             ECOSCIENCE CORPORATION

                                  EXHIBIT INDEX



Exhibit Number             Description of Exhibit                   Page Number
--------------             ----------------------                   -----------

      27          Financial Data Schedule as of and for the             21
                      Nine Months Ended March 31, 1998




                                       20