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

                       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: December 31, 1997             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.

                                                   Outstanding at
Class                                              February 12, 1998
-----                                              -----------------

Common Stock, par value $0.01 per share            10,487,455

Total Number of Sequentially Numbered Pages: 20    Exhibit Index on Page: 19



<PAGE>


                             ECOSCIENCE CORPORATION

                            INDEX TO QUARTERLY REPORT

                                  ON FORM 10-Q

                     FOR THE QUARTER ENDED DECEMBER 31, 1997

                                   (Unaudited)



                                                                            Page

Part I.  -  Financial Information

       Item 1.    Consolidated Financial Statements:
                  Consolidated Balance Sheets -
                      December 31, 1997 and June 30, 1997...................   3


                  Consolidated Statements of Operations -
                      Three and Six Months Ended December 31, 1997 and 1996.   4

                  Consolidated Statements of Cash Flows -
                       Six Months Ended December 31, 1997 and 1996..........   5


                  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..............................................  17

Signatures..................................................................  18





<PAGE>

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

<TABLE>
<CAPTION>
                                                                   December 31,   June 30,
                                                                      1997          1997
                                                                    --------      --------
                                                                   (Unaudited)    
<S>                                                                 <C>           <C>     
                                     ASSETS                                       
                                                                                  
Current assets:                                                                   
   Cash and cash equivalents ....................................   $    681      $  1,247
   Short-term investments .......................................        533           528
   Accounts receivable, less reserves of $203 at                                  
       December 31, 1997 and $150 at June 30, 1997 ..............      3,777         1,788
   Inventories ..................................................      2,063         1,940
   Other current assets .........................................      1,472           842
                                                                    --------      --------
                                                                                  
       Total current assets .....................................      8,526         6,345
                                                                    --------      --------
                                                                                  
Property and equipment, net .....................................        858           562
Intangible assets, net ..........................................      1,593         1,745
Other non-current assets ........................................         96           223
                                                                    --------      --------
                                                                                  
                                                                                  
           Total assets .........................................   $ 11,073      $  8,875
                                                                    ========      ========
                                                                                  
                                                                                  
                    LIABILITIES AND STOCKHOLDERS' INVESTMENT                      
                                                                                  
Current liabilities:                                                              
   Short-term borrowings ........................................   $  1,444      $   --
   Current maturities of long-term debt .........................          8            10
   Accounts payable .............................................      3,581         2,641
   Accrued restructuring costs ..................................        225           307
   Accrued expenses and other current liabilities ...............      1,964         1,752
                                                                    --------      --------
                                                                                  
       Total current liabilities ................................      7,222         4,710
                                                                    --------      --------
                                                                                  
Non-current liabilities:                                                          
   Long-term debt, less current maturities ......................         10             1
   Other long-term liabilities ..................................        150           150
                                                                    --------      --------
                                                                                  
       Total non-current liabilities ............................        160           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;                   
       10,487,455 and 10,401,177 shares issued and outstanding at                 
       December 31, 1997 and June 30, 1997, respectively ........        105           104
   Additional paid-in capital ...................................     57,303        57,222
   Accumulated deficit ..........................................    (53,722)      (53,312)
   Unrealized gain on short-term investments ....................          5          --
                                                                    --------      --------
                                                                                  
       Total stockholders' investment ...........................      3,691         4,014
                                                                    --------      --------
                                                                                  
           Total liabilities and stockholders' investment .......   $ 11,073      $  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              Six Months
                                        Ended December 31,      Ended December 31,
                                       --------------------    --------------------
                                         1997        1996        1997        1996
                                       --------    --------    --------    --------
                                           (Unaudited)            (Unaudited)

<S>                                    <C>         <C>         <C>         <C>     
Product sales ......................   $  7,859    $  7,753    $ 11,852    $ 12,261

Cost of goods sold .................      6,248       6,049       9,336       9,454
                                       --------    --------    --------    --------

Gross profit .......................      1,611       1,704       2,516       2,807
                                       --------    --------    --------    --------

Operating expenses:
    Research and development .......        102         153         202         281
    Selling and marketing ..........        792         632       1,523       1,210
    General and administrative .....        626         523       1,179       1,085
    Reversal of restructuring charge       --          --          --           (77)
                                       --------    --------    --------    --------
          Total operating expenses .      1,520       1,308       2,904       2,499
                                       --------    --------    --------    --------

Operating income (loss) ............         91         396        (388)        308
                                       --------    --------    --------    --------

Other income (expense):
    Research, development, licensing
        fees and other income ......       --          --          --             7
    Investment income ..............         13          21          30          55
    Interest and other expense .....        (39)        (46)        (52)       (120)
                                       --------    --------    --------    --------
          Total other expense ......        (26)        (25)        (22)        (58)
                                       --------    --------    --------    --------

Net income (loss) ..................   $     65    $    371    $   (410)   $    250
                                       ========    ========    ========    ========


Earnings (loss) per share:
       Basic

       Net income (loss) per share .   $   0.01    $   0.04    $  (0.04)   $   0.03
                                       ========    ========    ========    ========
    Weighted average common shares
          outstanding ..............     10,449      10,382      10,425       9,885
                                       ========    ========    ========    ========

       Diluted

       Net income (loss) per share .   $   0.01    $   0.04    $  (0.04)   $   0.02
                                       ========    ========    ========    ========
       Aggregate diluted shares ....     10,692      10,513      10,425      10,026
                                       ========    ========    ========    ========
</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>
                                                                                Six Months Ended
                                                                                  December 31,
                                                                             ---------------------
                                                                               1997         1996
                                                                             -------       -------
                                                                                  (Unaudited)

<S>                                                                          <C>           <C>    
Cash flows from operating activities:
   Net (loss) income ..................................................      $  (410)      $   250
   Adjustments to reconcile net (loss) income
       to net cash used for operating activities:
           Depreciation and amortization ..............................          177           195
           Gain on sale of property and equipment .....................           (3)         --
           Gain on sale of investments ................................         --              (2)
           Reversal of restructuring charge ...........................         --             (77)
           Foreign exchange loss ......................................            3             3
           Changes in current assets and liabilities:
                Accounts receivable, net ..............................       (1,989)       (3,078)
                Inventories ...........................................         (123)          306
                Other current assets ..................................         (630)           33
                Accounts payable and accrued expenses .................        1,216         1,376
                Accrued restructuring costs ...........................          (82)          (97)
                                                                             -------       -------

                   Net cash used for operating activities .............       (1,841)       (1,091)
                                                                             -------       -------

Cash flows from investing activities:
   Purchases of property and equipment ................................         (404)          (34)
   Proceeds from sales of property and equipment ......................           19          --
   Proceeds from sales of short-term investments ......................         --             677
   Proceeds from release of restricted cash ...........................         --             444
   Decrease in other non-current assets ...............................          127            15
                                                                             -------       -------

                   Net cash (used for) provided by investing activities         (258)        1,102
                                                                             -------       -------

Cash flows from financing activities:
   Proceeds from issuance of stock ....................................           82         1,119
   Proceeds from long-term debt .......................................           17          --
   Net borrowings under line of credit ................................        1,444          --
   Payments on long-term debt and capital leases ......................          (10)         (990)
                                                                             -------       -------

                   Net cash provided by financing activities ..........        1,533           129

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

(Decrease) increase in cash and cash equivalents ......................         (566)          141

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

Cash and cash equivalents at end of period ............................      $   681       $   875
                                                                             =======       =======


Total unrestricted and restricted cash, cash equivalents
   and short-term investments at end of period ........................      $ 1,214       $ 1,661
                                                                             =======       =======


Supplemental cash flow information
Cash paid for:
       Interest .......................................................      $    39       $   133
       Income taxes ...................................................            5            11

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
                                December 31, 1997
                                   (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,  vegetables  and  ornamentals in storage and transit to
market; and (iv) a unique biological pest control product to PCOs.

     The Company  derives most 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 and  vegetable  markets
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 cash reserves of $681,000 of cash and cash equivalents
and $533,000 of  short-term  investments  as of December  31,  1997,  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 December 31, 1998. The Company may need
to raise additional funds to finance its ongoing  operations and expected growth
after  December 31, 1998,  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 November  20,  1997,  the Company  announced  that it had entered into a
letter of intent to merge with Agro Power Development, Inc. ("APD"), a privately
held corporation.  As currently proposed, APD will be merged with 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.

     The merger is subject to completion of final due diligence by both parties,
negotiation  and  execution of a definitive  merger  agreement,  and approval by
EcoScience and APD stockholders.  The letter of intent originally contemplated a
formal  merger  agreement  would have been  executed by the parties on or before
January 10,  1998;  however to  accommodate  completion  of due  diligence,  the
execution  date has been  extended  to March  10,  1998.  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 six months ended  December 31,
1997 and 1996, 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 six months ended  December 31, 1997 and
1996 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 six months ended December 31,
1996 contain certain reclassifications to conform with the current year basis of
presentation.

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



                                       7
<PAGE>


4.  INVENTORIES

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

                                                   December 31,         June 30,
                                                      1997               1997
                                                     ------             ------
(In thousands) 

Raw materials ........................               $   74             $   17
Finished goods .......................                1,989              1,923
                                                     ------             ------

                                                     $2,063             $1,940
                                                     ======             ======

     Finished goods include material, labor and manufacturing overhead costs.

5.   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               Six Months Ended
                                            December 31,                   December 31,
                                    --------------------------      --------------------------
                                       1997            1996            1997            1996
                                    ----------      ----------      ----------      ----------
<S>                                 <C>             <C>             <C>              <C>
Basic EPS
Weighted average common shares
outstanding ..................      10,449,000      10,382,000      10,425,000       9,885,000

Effect of dilutive securities
Warrants .....................          29,000            --              --              --
Options ......................         214,000         131,000            --           141,000
                                    ----------      ----------      ----------      ----------
                                       243,000         131,000            --           141,000
                                    ----------      ----------      ----------      ----------

Diluted EPS
Aggregate diluted shares .....      10,692,000      10,513,000      10,425,000      10,026,000
                                    ==========      ==========      ==========      ==========
</TABLE>


     Options to purchase  93,000  shares of common stock at prices  ranging from
$1.56 to $7.00 and warrants to purchase 513,000 shares of common stock at prices
ranging  from $2.00 to $9.75 were  outstanding  during  the three  months  ended
December 31,  1997,  but were not  included in the  computation  of Diluted EPS,
because their exercise  prices were greater than the average market price of the
common shares for the three months ended December 31, 1997.

                                       8
<PAGE>

     Options to purchase  799,000  shares of common stock at prices ranging from
$0.56 to $7.00 and warrants to purchase 662,000 shares of common stock at prices
ranging  from  $1.00 to $9.75  were  outstanding  during  the six  months  ended
December  31,  1997,  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.




                                       9
<PAGE>


                             ECOSCIENCE CORPORATION

                MANAGEMENTS 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,  vegetables
and ornamentals in storage and transit to market including PacRite(R) and Indian
River Gold(TM) coatings  manufactured by EPSC, and the Bio-Save(TM)  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")
and Shinto  Paint Co.,  Ltd.  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 and vegetables.  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  nutrition
and overall  quality in fresh  fruits and  vegetables.  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 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 and  vegetable  markets
throughout the western hemisphere.

           Proposed Merger

     On November  20,  1997,  the Company  announced  that it had entered into a
letter of intent to merge with Agro Power Development, Inc. ("APD"), a privately
held corporation.  As currently proposed, APD will be merged with 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.

     The merger is subject to completion of final due diligence by both parties,
negotiation  and  execution of a definitive  merger  agreement,  and approval by
EcoScience and APD stockholders.  The letter of intent originally contemplated a
formal  merger  agreement  would have been  executed by the parties on or before
January 10,  1998;  however to  accommodate  completion  of due  diligence,  the
execution  date has been  extended  to March  10,  1998.  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 December 31, 1997 vs.
                      Three Months Ended December 31, 1996

     The Company's product sales increased  $106,000 or 1% to $7,859,000 for the
three months  ended  December  31, 1997 from  $7,753,000  for the same period in
1996.  This  increase was  primarily due to the increase in product sales in the
Specialty  Agriculture  market of  $847,000,  partially  offset by a decrease in
product sales in the Postharvest Fruits and Vegetables market of $740,000.


                                       11
<PAGE>

The  following  table sets forth the  Company's  product sales by market for the
three months ended December 31, 1997 and 1996:


                                                Three Months Ended December 31,
                                               ---------------------------------
                                                                       Increase
(In thousands) .........................        1997         1996     (Decrease)
                                               ------       ------    ----------

Specialty Agriculture ..................       $5,706       $4,859     $  847
Postharvest Fruits and Vegetables ......        2,153        2,893       (740)
Biological Insect Control ..............         --              1         (1)
                                               ------       ------     ------

Consolidated ...........................       $7,859       $7,753     $  106
                                               ======       ======     ======


     The Company is the exclusive distributor in the United States and Canada of
the Grodan brand of stonewool, an inert growing medium supplied by Grodania A/S,
a Denmark  based  company.  Additionally,  the Company  exclusively  sells 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  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.

     The Company sold products to APD, an affiliate, in the amount of $2,589,000
or 33% of  product  sales for the  three  months  ended  December  31,  1997 and
$1,610,000  or 21% of  product  sales in the  same  period  in 1996.  Management
believes  that prices and fees  charged to APD are  reasonable.  Loss of revenue
from this customer would adversely 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  $199,000 or 3% to  $6,248,000  for the three
months  ended  December  31, 1997 from  $6,049,000  for the same period in 1996,
primarily due to product sales increases and a change in product mix.

     Gross margin on product sales decreased $93,000 or 5% to $1,611,000 for the
three months  ended  December  31, 1997 from  $1,704,000  for the same period in
1996,  while gross margin  percentage on product sales  decreased to 20% for the
three months ended  December 31, 1997 from 22% for the same period in 1996.  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,  partially offset by an increase in gross margin
percentage in the Postharvest Fruits and Vegetables market.

     Research and development  expenses decreased $51,000 or 33% to $102,000 for
the three  months ended  December 31, 1997 from  $153,000 for the same period in
1996,  due primarily to reductions in personnel and related  costs.  The Company
has and will continue to incur ongoing research and


                                       12
<PAGE>

development  expenses  for its  Bio-Save  PostHarvest  BioProtectant,  Bio-Blast
Biological Termiticide and other select programs in fiscal 1998.

     Selling and marketing  expenses  increased  $160,000 or 25% to $792,000 for
the three  months ended  December 31, 1997 from  $632,000 for the same period in
1996,  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.

     General and  administrative  expenses increased $103,000 or 20% to $626,000
for the three months ended  December 31, 1997 from  $523,000 for the same period
in 1996,  primarily due to increases in personnel and related costs, and certain
credit risks on increased sales volume and expanded markets.

     Operating income  decreased  $305,000 to $91,000 for the three months ended
December 31, 1997 compared to $396,000 for the same period in 1996. The decrease
in operating  income  resulted from a $93,000  decrease in gross profits for the
three months ended  December 31, 1997 compared to the same period in 1996, and a
$212,000 increase in operating expenses.

     Other income/(expense) increased by $1,000 to ($26,000) net expense for the
three months ended  December 31, 1997  compared to ($25,000) net expense for the
same period in 1996.

     The Company's net income  decreased  $306,000 or $0.03 per diluted share to
$65,000 or $0.01 per diluted share for the three months ended  December 31, 1997
compared to $371,000 or $0.04 per diluted share for the same period in 1996.


                     Six Months Ended December 31, 1997 vs.
                       Six Months Ended December 31, 1996

     The Company's product sales decreased $409,000 or 3% to $11,852,000 for the
six months ended December 31, 1997 from $12,261,000 for the same period in 1996.
This  decrease  was  primarily  due to the  decrease  in  product  sales  in the
Postharvest  Fruits and  Vegetables  market of $1,275,000  and in the Biological
Insect  Control  market of  $102,000,  partially  offset by an  increase  in the
Specialty  Agriculture  market of $968,000.  The following  table sets forth the
Company's product sales by market for the six months ended December 31, 1997 and
1996:


                                                 Six Months Ended December 31,
                                              ---------------------------------
                                                                       Increase
(In thousands) .........................       1997         1996      (Decrease)
                                              -------      -------    ---------

Specialty Agriculture ..................      $ 8,374      $ 7,406     $   968
Postharvest Fruits and Vegetables ......        3,478        4,753      (1,275)
Biological Insect Control ..............         --            102        (102)
                                              -------      -------     -------

Consolidated ...........................      $11,852      $12,261     $  (409)
                                              =======      =======     =======


     The  Company  sold  products to APD in the amount of  $3,184,000  or 27% of
product sales for the six months ended  December 31, 1997 and  $2,165,000 or 18%
of product sales for the same period in 1996.


                                       13
<PAGE>

     Cost of goods  sold  decreased  $118,000  or 1% to  $9,336,000  for the six
months  ended  December  31,  1997 from  $9,454,000  for the same period in 1996
primarily due to product sales decreases.

     Gross margin on product sales  decreased  $291,000 or 10% to $2,516,000 for
the six months ended  December 31, 1997 from  $2,807,000  for the same period in
1996,  while gross margin  percentage on product sales  decreased to 21% for the
six months  ended  December  31, 1997 from 23% for the same period in 1996.  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,  lack of product sales in the  typically  higher
margin Biological Insect Control market, and was partially offset by an increase
in gross margin percentage in the Postharvest Fruits and Vegetables market.

     Research and development  expenses decreased $79,000 or 28% to $202,000 for
the six months  ended  December  31, 1997 from  $281,000  for the same period in
1996,  due primarily to reductions  in personnel  and related  costs,  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 $313,000 or 26% to $1,523,000 for
the six months ended  December 31, 1997 from  $1,210,000  for the same period in
1996,  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.

     General and  administrative  expenses increased $94,000 or 9% to $1,179,000
for the six months ended  December 31, 1997 from  $1,085,000 for the same period
in 1996,  primarily due to increases in personnel and related costs, and certain
credit risks from expanded markets.

     Operating  income  decreased  $696,000 to a loss of ($388,000)  for the six
months ended December 31, 1997 compared to operating  income of $308,000 for the
same period in 1996.  The increase in operating  loss  resulted  from a $291,000
decrease in gross profits for the six months ended December 31, 1997 compared to
the  same  period  in 1996,  and a  $405,000  increase  in  operating  expenses.
Excluding  non-recurring  amounts in 1996,  operating  income for the six months
ended  December  31,  1997  decreased  $619,000  to a loss  of  ($388,000)  from
operating  income of $231,000 for the same period in 1996,  after exclusion of a
non-recurring  reversal  of  accrued  restructuring  costs of  $77,000  in 1996.
Operating  expenses  increased  $328,000 or 13% to $2,904,000 for the six months
ended December 31, 1997 compared to $2,576,000 for the same period in 1996, when
the restructuring reversal is excluded for 1996.

     Other  income/(expense)  decreased by $36,000 to ($22,000)  net expense for
the six months ended December 31, 1997 compared to ($58,000) net expense for the
same period in 1996. The decrease was primarily  attributable  to a reduction in
interest expense of $68,000 or 57%,  primarily due to the lower average level of
capital lease obligations  outstanding  during the six months ended December 31,
1997 compared to the same period in 1996;  partially offset by (i) a decrease in
investment  income of  $25,000  resulting  from a decline in the  average  funds
available for  investment in the six months ended  December 31, 1997 compared to
the same period in 1996 and (ii) a $7,000  decrease in research and  development
income in the 1997 period compared to the 1996 period.


                                       14
<PAGE>

     The Company's net income decreased $660,000 or $0.06 per diluted share to a
net loss of  ($410,000)  or ($0.04) per diluted  share for the six months  ended
December 31, 1997  compared to net income of $250,000 or $0.02 per diluted share
for the same period in 1996. Excluding  non-recurring  amounts, the net loss for
the six months  ended  December 31, 1997 was  ($410,000)  or ($0.04) per diluted
share, a $583,000 or $0.06 per diluted share  increase in loss,  compared to net
income of $173,000 or $0.02 per diluted share for the same period in 1996,  when
the $77,000  reversal of accrued  restructuring  costs is excluded from the 1996
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  $681,000 at December 31, 1997 compared to
$1,247,000 at June 30, 1997. Cash, cash  equivalents and short-term  investments
totaled $1,214,000 at December 31, 1997 compared to $1,775,000 at June 30, 1997.
Cash used for operating  activities  totaled $1,841,000 for the six months ended
December  31, 1997 and  principally  consisted of a net loss of  ($410,000)  and
increases in accounts  receivable  of  $1,989,000  and other  current  assets of
$630,000,  partially  offset by an  increase  in  accounts  payable  and accrued
expenses of $1,216,000. Cash provided by financing activities totaled $1,533,000
in the six months ended December 31, 1997,  which  consisted  principally of net
borrowings under the Company's revolving line of credit of $1,444,000. Cash used
for  investment  activities  for the six months ended  December 31, 1997 totaled
$258,000,  which consisted principally of purchases of property and equipment of
$404,000,  partially  offset  by a  decrease  in  other  non-current  assets  of
$127,000.  The Company's  working  capital and current ratio were $1,304,000 and
1.2 to 1,  respectively,  at December 31, 1997 compared to $1,635,000 and 1.3 to
1, respectively, at June 30, 1997.

     Debt increased by $1,451,000 to $1,462,000 at December 31, 1997 compared to
$11,000 at June 30, 1997.  The increase was due to seasonal  financing  needs at
December 31, 1997. The amount  available  under the Company's  revolving line of
credit was $1,556,000 at December 31, 1997.

     In the six months ended  December 31, 1997,  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 December 31,  1997,  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 $681,000 of cash and cash equivalents and
$533,000 of short-term investments as of December 31, 1997. The Company believes
that such cash  reserves,  along with  revenues  from product  sales,  and funds
available  under its  revolving  line of credit,  will be sufficient to fund the
Company's


                                       15
<PAGE>

working  capital needs,  planned  capital  expenditures,  restructuring  program
initiatives and related  obligations,  and to service its  indebtedness  through
December 31, 1998. The Company may need to raise additional funds to finance its
ongoing  operations and expected growth after December 31, 1998,  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 fourth  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 fourth  quarters of each year are  generally  higher
than the first  and third  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.

FORWARD LOOKING STATEMENTS

     This report contains forward looking statements that describe the Company's
business prospects and those which relate to the completion of a proposed 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.






                                       16
<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
                                      Six Months Ended December 31,1997.


               b.   Reports on Form 8-K.

                    Report dated,  November 20, 1997, which incorporated a press
                    release  made  available  to the public on November 20, 1997
                    and which referred to the Company  entering into a Letter of
                    Intent whereby Agro Power  Development,  Inc. will be merged
                    with and into a newly formed subsidiary of the Company. Both
                    documents were attached as exhibits.




                                       17
<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:  February 13, 1998       By:  /s/ Michael A. DeGiglio
                                  -------------------------
                                        Michael A. DeGiglio
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)



Date:  February 13, 1998       By:  /s/ Harold A. Joannidi
                                  ------------------------
                                        Harold A. Joannidi
                                        Treasurer & Secretary
                                        (Principal Financial & Accounting 
                                           Officer)





                                       18
<PAGE>


                             ECOSCIENCE CORPORATION

                                  EXHIBIT INDEX



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

           27       Financial Data Schedule as of and for the          20
                     Six Months Ended December 31, 1997








                                       19