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

                       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, 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 No.)

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

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

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

                                   YES  X  NO ___
                                       ---   

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

            Class                                 Outstanding at May 12, 1997
            -----                                 ---------------------------

Common Stock, par value $.01 per share                     10,392,177

Total Number of Sequentially Numbered Pages: 96     Exhibit Index on Page: 20
<PAGE>

                             ECOSCIENCE CORPORATION

                            INDEX TO QUARTERLY REPORT

                                  ON FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 1997

                                                                           Page
                                                                           ----

Part I. - Financial Information

     Item 1.   Consolidated Financial Statements:

               Consolidated Balance Sheets -

                    March 31, 1997 and June 30, 1996                         3

               Consolidated Statements of Operations -

                    Three and Nine Months Ended March 31, 1997 and 1996      4

               Consolidated Statements of Cash Flows -

                    Nine Months Ended March 31, 1997 and 1996                5

               Notes to Consolidated Financial Statements                  6 - 8

     Item 2.   Management's Discussion and Analysis of Financial

                    Condition and Results of Operations                   9 - 16

Part II. - Other Information                                             17 - 18

Signatures                                                                  19


                                      -2-
<PAGE>

                             ECOSCIENCE CORPORATION
                           CONSOLIDATED BALANCE SHEETS

                        (In thousands, except share data)

                                                            March 31,   June 30,
                                                              1997        1996
                                                            ---------   --------
                                                           (Unaudited)

              ASSETS

Current assets:

   Cash and cash equivalents ...............................  $ 1,089   $   734
   Short-term investments ..................................       25       700
   Restricted cash, cash equivalents and
        short-term investments .............................      749     1,205
   Accounts receivable, less reserves of $164 at
        March 31, 1997 and $118 at June 30, 1996 ...........    2,350     1,552
   Interest receivable .....................................        1        32
   Inventories .............................................    2,128     2,001
   Other current assets ....................................      959       795
                                                              -------   -------
        Total current assets ...............................    7,301     7,019
                                                              -------   -------

Property and equipment, net ................................      599       998
Intangible assets, net .....................................    1,796     1,949
Other noncurrent assets ....................................      220       145
                                                              -------   -------
        Total assets........................................  $ 9,916   $10,111
                                                              =======   =======

                    LIABILITIES AND STOCKHOLDERS' INVESTMENT

Current liabilities:

    Current maturities of noncurrent liabilities ........... $  1,051   $ 2,441
    Accounts payable .......................................    2,487     2,347
    Accrued restructuring costs ............................      573       730
    Accrued expenses and other current liabilities .........    1,962     1,809
                                                              -------   -------

        Total current liabilities ..........................    6,073     7,327
                                                              -------   -------

Noncurrent liabilities:

    Long-term debt, less current maturities ................        3        11
    Other long-term liabilities ............................      300       300
                                                              -------   -------

        Total noncurrent liabilities .......................      303       311
                                                              -------   -------

Commitments and contingencies ..............................        -         -

Stockholders' investment:

    Preferred stock, $.01 par value, 1,000,000 shares 
        authorized; none issued and outstanding ............        -         -
    Common stock, $.01 par value, 25,000,000 shares 
        authorized; 10,392,177 and 9,342,177 shares issued 
        and outstanding at March 31, 1997 and June 30, 1996, 
        respectively .......................................      104        93
    Additional paid-in capital .............................   57,194    56,077
    Accumulated deficit ....................................  (53,758)  (53,697)
                                                              -------   -------

        Total stockholders' investment .....................    3,540     2,473
                                                              -------   -------

        Total liabilities and stockholders' investment .....  $ 9,916   $10,111
                                                              =======   =======

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

                                      - 3 -
<PAGE>

                             ECOSCIENCE CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                    Three months ended March 31,        Nine months ended March 31,
                                                    ---------------------------         ---------------------------
                                                       1997              1996             1997              1996
                                                     --------          --------          --------         ---------
                                                             (Unaudited)                        (Unaudited)

<S>                                                  <C>               <C>               <C>              <C>         
Product sales ....................................   $  3,633          $  3,097          $ 15,894         $  11,454
                                                                                                          
Cost of goods sold ...............................      2,608             2,097            12,062             8,177
                                                     --------          --------          --------         ---------
Gross profit .....................................      1,025             1,000             3,832             3,277
                                                     --------          --------          --------         ---------
                                                                                                          
Operating expenses:                                                                                       
    Research and development .....................        128               197               409               782
    Selling and marketing ........................        657               659             1,867             1,922
    General and administrative ...................        542               541             1,627             1,665
    Reversal of restructuring charge .............         --            (1,550)              (77)           (1,550)
                                                     --------          --------          --------         ---------
          Total operating expenses ...............      1,327              (153)            3,826             2,819
                                                     --------          --------          --------         ---------
                                                                                                          
Operating income (loss) ..........................       (302)            1,153                 6               458
                                                     --------          --------          --------         ---------
                                                                                                          
Other income (expense):                                                                                   
    Research, development, licensing                                                                      
        fees and other income ....................         --                --                 7               125
    Investment income ............................         25                42                80               174
    Interest and other expense ...................        (34)              (85)             (154)             (538)
                                                     --------          --------          --------         ---------
          Total other expense ....................         (9)              (43)              (67)             (239)
                                                     --------          --------          --------         ---------
                                                                                                          
Net income (loss) before extraordinary gain ......       (311)            1,110               (61)              219
Extraordinary gain on early extinguishment of debt         --               241                --               241
                                                     --------          --------          --------         ---------
                                                                                                          
Net income (loss) ................................   $   (311)         $  1,351          $    (61)        $     460
                                                     ========          ========          ========         =========
                                                                                                          
Net income (loss) per common share:                                                                       
Income (loss) before extraordinay item ...........   $  (0.03)         $   0.12          $  (0.01)        $    0.02
Extraordinary gain ...............................         --              0.03                --              0.03
                                                     --------          --------          --------         ---------
Net income (loss) ................................   $  (0.03)         $   0.15          $  (0.01)        $    0.05
                                                     ========          ========          ========         =========
                                                                                                          
Weighted average number of common and                                                                     
     common equivalent shares outstanding ........     10,386             9,303            10,049             9,020
                                                     ========          ========          ========         =========
</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,
                                                                             ------------------
                                                                                1997     1996
                                                                             -------    -------
                                                                                 (Unaudited)

<S>                                                                          <C>        <C>    
Cash flows from operating activities:
    Net income (loss) ....................................................   $   (61)   $   460
    Adjustments to reconcile net income (loss) to
        net cash used for operating activities:
              Depreciation and amortization ..............................       286        466
              (Gain) loss on sale of  investments ........................        (2)        58
              Gain on sale of property and equipment .....................      --          (74)
              Gain on settlement of accounts payable .....................      --          (51)
              Gain on early extinguishment of debt .......................      --         (241)
              Reversal of restructuring charge ...........................       (77)    (1,550)
              Foreign exchange (gain) ....................................       (24)       (12)
              Changes in current assets and liabilities:
                    Accounts and interest receivable .....................      (767)       473
                    Inventories ..........................................      (127)      (313)
                    Other current assets .................................      (164)       273
                    Accounts payable and accrued expenses ................       318     (1,120)
                    Accrued restructuring costs ..........................      (157)    (1,112)
                                                                             -------    -------
           Net cash used for operating activities ........................      (775)    (2,743)
                                                                             -------    -------
Cash flows from investing activities:
       Purchases of property and equipment ...............................       (62)       (71)
       Proceeds from sale of property and equipment ......................      --          368
       Purchases of restricted cash equivalents and short-term investments      --         (705)
       Proceeds from sale of short-term investments ......................       677      6,159
       Proceeds from release of restricted cash ..........................       456       --
       (Increase ) decrease in other noncurrent assets ...................       (75)        60
                                                                             -------    -------
          Net cash provided by investing activities ......................       996      5,811
                                                                             -------    -------

Cash flows from financing activities:
       Proceeds from issuance of stock ...................................     1,128          1
       Proceeds from long-term debt ......................................      --            7
       Payments on long-term debt and capital leases .....................      (993)    (2,776)
                                                                             -------    -------
          Net cash provided by (used for) financing activities ...........       135     (2,768)
Effect of exchange rate changes on cash ..................................        (1)         6
                                                                             -------    -------
Increase in cash and cash equivalents ....................................       355        306
Cash and cash equivalents at beginning of period .........................       734        481
                                                                             -------    -------

Cash and cash equivalents at end of period ...............................   $ 1,089    $   787
                                                                             =======    =======
Total unrestricted and restricted cash, cash equivalents
     and short-term investments at end of period .........................   $ 1,863    $ 2,693
                                                                             =======    =======
Supplemental Cash Flow Information
Cash paid for:
       Interest ..........................................................   $   166    $   548
       Income taxes ......................................................        15          7

Non-cash investing and financing activities:
       Disposition of equipment under capital lease ......................       308       --
       Disposition of manufacturing facility under capital lease .........      --        2,936
       Termination of capital lease obligations ..........................    (1,248)    (5,550)
       Issuance of common stock in connection with the termination
             of facility lease obligation ................................      --          500
</TABLE>

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

                                      - 5 -
<PAGE>

                             ECOSCIENCE CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 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 development and commercialization of natural pest
     control products, naturally derived coatings to preserve food quality and
     extend the shelf life of fruits and vegetables, and the marketing and
     distribution of advanced technologies, products, growing systems and
     services for the intensive farming, horticulture and produce packing
     industries. The Company derives a major portion of its revenues from the
     AGRO and EPSC operations through the sale of growing medium products to the
     North American intensive farming and horticulture industries, sorting,
     grading and packing systems to the produce packing industry, and
     postharvest coating products to the fresh fruit and vegetable markets
     throughout the western hemisphere.

     Prior to the acquisition of AGRO in November 1992 and EPSC in May 1994,
     substantially all revenues generated by the Company were from collaborative
     research and development arrangements and investment income. During this
     period, the Company had devoted substantially all of its efforts toward new
     product research and development, and commercialization of certain
     products. 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 its unrestricted and restricted cash, cash equivalents
     and short-term investments as of March 31, 1997, and funds available under
     its new revolving line of credit (see Note 4), along with revenues from
     product sales will be sufficient to finance the Company's working capital
     needs for at least the next twelve months. At such time, the Company may
     need to raise additional funds through public or private debt or equity
     financing; although there can be no assurances that such funds will be
     available on terms favorable to the Company, if at all. The Company
     continues to explore various strategic options aimed at enhancing
     stockholder value and improving the long-term commercial viability of the
     Company.

2.   BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements have been
     prepared by the Company and reflect all adjustments, consisting of only
     normal recurring adjustments, which are, in the opinion of management,
     necessary for a fair presentation of financial results for the three and
     nine month periods ended March 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

                                      -6-
<PAGE>

     normally included in the Company's annual audited consolidated financial
     statements have been condensed or omitted pursuant to such rules and
     regulations.

     The results of operations for the three and nine month periods ended March
     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, 1996, which are included in the Company's Annual Report on Form 10-K
     filed with the Securities and Exchange Commission.

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

     In February 1997, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standards No. 128, Earnings Per Share (SFAS 128).
     This Statement establishes standards for computing and presenting earnings
     per share and applies to entities with publicly traded common stock or
     potential common stock. SFAS 128 is effective for financial statements for
     both interim and annual periods ending after December 15, 1997 and early
     adoption is not permitted. When adopted, the statement will require
     restatement of prior years' earnings per share. The Company will adopt this
     statement, for its year ending June 30, 1998.

3.   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,
                                                    1997          1996
                                                  ---------     --------
     (In thousands)

     Raw materials .........................       $   346       $   226
     Work in process .......................            --            --
     Finished good .........................         1,782         1,775 
                                                   -------       -------
                                                   $ 2,128       $ 2,001
                                                   =======       =======

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

                                      -7-
<PAGE>

4.   DEBT

     On October 28, 1994, the Company and AGRO entered into a revolving line of
     credit with a bank, under which AGRO may borrow up to the lesser of
     $1,500,000 or the sum of 75% of eligible accounts receivable and 25% of
     eligible inventories up to a maximum of $250,000 on a revolving basis for
     working capital needs. Funds borrowed under the revolving line of credit
     have borne interest at a rate of prime (8.50% at March 31, 1997) plus 1.5%
     and are secured by all assets of AGRO and all the outstanding common stock
     of AGRO owned by the Company. Interest on funds borrowed under the
     revolving line of credit is payable monthly in arrears and repayment of
     principal was originally due on January 5, 1996. On October 5, 1995, the
     Company and the bank entered into an amendment to the revolving line of
     credit agreement pursuant to which the bank, among other modifications,
     extended the expiration date of the credit agreement from January 5, 1996
     to July 5, 1996, and any principal amounts outstanding, together with
     accrued interest thereon, were due on such date.

     From July 5, 1996 to February 15, 1997, the Company and the bank entered
     into a series of five amendments to the revolving line of credit agreement
     pursuant to which the bank extended the expiration date of the credit
     agreement from July 5, 1996 to March 15, 1997 on the same terms, and any
     principal amount outstanding, together with accrued interest thereon, were
     due on March 15, 1997. On April 28, 1997, the Company and the bank amended
     the existing revolving line of credit agreement and merged it into a new,
     expanded revolving line of credit, under which EcoScience and subsidiaries
     may borrow up to the lesser of $3,000,000 or the sum of (i) 85% of eligible
     account receivables and (ii) eligible inventory at stratified rates from
     25% to 50% up to a maximum of the lesser of $1,200,000 or 66.67% of the
     amount outstanding against accounts receivable. Funds borrowed under the
     new revolving line of credit bear interest at a rate of prime plus 2.0% and
     are secured by all the assets of the Company and all of the outstanding
     common stock of AGRO owned by the Company. Interest on funds borrowed under
     the revolving line of credit is payable monthly in arrears and repayment of
     principle is due on April 27, 1998, subject to automatic renewal, as
     provided. The revolving line of credit imposes a financial covenant on the
     Company that requires a minimum tangible net worth of $750,000. In
     addition, the new line of credit eliminates certain provisions under the
     old line of credit: (i) elimination of the cash collateral requirement, the
     balance of which was $749,000 at March 31, 1997; (ii) elimination of the
     67% cash collateral coverage requirement on additional borrowings and (iii)
     elimination of the $1,000,000 minimum cash balance requirement. The Company
     believes this proposed credit facility in combination with unrestricted and
     restricted cash, cash equivalents and short-term investments and revenues
     from product sales, will meet its operational funding requirements for at
     least the next twelve months.

5.   NET INCOME (LOSS) PER COMMON SHARE

     The net loss per common share for the three and nine months ended March 31,
     1997 is computed based on the weighted average number of common shares
     outstanding. Common equivalent shares are not included in these per share
     calculations as the effect of their inclusion would be anti-dilutive.

     The net income per common share for the three and nine months ended March
     31, 1996 is computed based on the weighted average number of common and
     common equivalent shares outstanding.

                                      -8-
<PAGE>

                             ECOSCIENCE CORPORATION

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

GENERAL

The Company is a marketing, sales and product development company servicing the
needs of the agricultural specialties markets and professional pest control
operators ("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) unique biological pest
control products to PCOs. The Company focuses on the technical marketing of
agricultural specialties products and services, and the development of
biological pest control products.

The Company serves the specialty agriculture market through its subsidiaries:
AGRO and EPSC. In November 1992, EcoScience acquired all of the outstanding
capital stock of AGRO, an East Brunswick, New Jersey based company that designs,
markets and distributes advanced technologies, products, growing systems and
services to the North American intensive farming, horticulture and produce
packing industries. In May 1994, the Company acquired certain assets and
liabilities of American Machinery Corporation ("AMC"), an Orlando, Florida based
business that provides postharvest coating products and services to the fresh
fruit and vegetable markets throughout the United States, the Caribbean, Central
America and South America. Concurrent with the acquisition of AMC, the Company
formed EPSC to combine the AMC product line and operating unit with its existing
activities in those markets. EcoScience sells to PCOs through a marketing
collaboration with Terminix International Company L.P. ("Terminix").
Additionally, EcoScience has initiated an extensive testing, development and
marketing program with Maruwa Biochemical Co., Ltd. and Shinto Paint Co., Ltd.
for biological products in Japan.

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

RESULTS OF OPERATIONS

                      Three Months Ended March 31, 1997 vs.
                        Three Months Ended March 31, 1996

The Company's product sales increased $536,000 or 17% to $3,633,000 for the
three months ended March 31, 1997 from $3,097,000 for the same period in 1996.
This increase was due to the increases in product sales by AGRO of $588,000 and
EcoScience of $53,000, partially offset by a decrease in product sales by EPSC
of $105,000.

                                      -9-
<PAGE>

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

                                                   Three Months Ended
                                                        March 31,
                                        ---------------------------------------
                                                                    Increase
                                             1997         1996     (Decrease)
                                             ----         ----     ----------

(In thousands)

AGRO ..............................        $ 2,643     $ 2,055      $   588
EPSC ..............................            937       1,042         (105)
EcoScience ........................             53          --           53
                                           -------     -------      -------
    Consolidated ..................        $ 3,633     $ 3,097      $   536
                                           =======     =======      =======
                                                               
AGRO is the exclusive distributor in the United States and Canada of the Grodan
brand of stonewool, which is an inert growing medium supplied by Grodania A/S, a
Danish Company. In addition, AGRO is the exclusive distributor of sophisticated
sorting, grading and packing systems, manufactured by Aweta B.V., a Netherlands
based company, to the fruit, vegetable and flower markets in the United States,
Canada, Mexico and the Caribbean. The Company believes that revenues under these
distribution agreements will each account for more than 10% of the Company's
product sales in fiscal 1997.

The Company's biological product sales for the three months ended March 31, 1997
were $192,000 as compared to $16,000 for the three months ended March 31, 1996,
an increase of $176,000 due primarily to the following: (i) EcoScience's
Bio-Blast Biological Termiticide sales increased $53,000 for the three months
ended March 31, 1997 versus the same period last fiscal year and (ii) EPSC's
Bio-Save PostHarvest BioProtectant sales increased $123,000 for the three months
ended March 31, 1997 versus the same period in the prior fiscal year,
representing broader market exposure and customer acceptance.

Cost of goods sold increased $511,000 or 24% to $2,608,000 for the three months
ended March 31, 1997 from $2,097,000 for the same period in 1996 due primarily
to the increases in AGRO's cost of goods sold of $516,000. AGRO's increase in
cost of goods sold resulted primarily from increased sales volume.

Gross profit on product sales increased $25,000 or 3% to $1,025,000 for the
three months ended March 31, 1997 from $1,000,000 for the same period in 1996,
while gross profit margin on product sales decreased to 28% for the three months
ended March 31, 1997 from 32% for the same period in 1996, due primarily to
AGRO's change in product mix, and lower margins to achieve greater market
penetration and address competitive factors.

Research and development expenses decreased $69,000 or 35% to $128,000 for the
three months ended March 31, 1997 from $197,000 for the same period in 1996 due
primarily to reductions in personnel and related costs at EcoScience and EPSC.
The Company has and will continue to incur ongoing research and development
expenses for its Bio-SaveTM PostHarvest BioProtectant, Bio-BlastTM Biological
Termiticide and other select programs in fiscal 1997.

                                      -10-
<PAGE>

Selling and marketing expenses decreased $2,000 to $657,000 for the three months
ended March 31, 1997 from $659,000 for the same period in 1996 due primarily to
an increase in AGRO's selling and marketing expenses of $46,000 and a decrease
of $46,000 at EPSC. The increase in AGRO's selling and marketing expenses was
primarily due to additional personnel, promotional and related costs to support
higher product sales. The decrease in EPSC's selling and marketing expenses for
the three months ended March 31, 1997 was primarily attributable to the
continued reduction of selling and marketing department personnel and related
costs. 

General and administrative expenses increased $1,000 to $542,000 for the three
months ended March 31, 1997 from $541,000 for the same period in 1996 due
primarily to an increase in such expenses by EcoScience of $81,000, offset by a
decrease in AGRO and EPSC of $51,000 and $29,000, respectively. The increase in
EcoScience's general and administrative expenses was primarily attributable to
higher personnel, professional fees and related costs to support increased
business activity. The decrease in AGRO's and EPSC's general and administrative
expenses for the three months ended March 31, 1997 was primarily attributable to
reductions of personnel, professional fees and related costs.

On January 11, 1996, the Company entered into a lease termination agreement for
its Worcester corporate headquarters and research and development facility under
which the Company paid the landlord $125,000 and issued 500,000 shares of the
Company's common stock with a market value of $500,000 in exchange for an
immediate termination of the lease. Additionally, the Company incurred
approximately $25,000 for expenses related to the completion of the transaction.
After accounting for these settlement provisions, which totaled $650,000, the
Company reversed $1,550,000 of accrued restructuring costs in the three months
ended March 31, 1996 that related to the accrued restructuring costs which were
originally recorded in fiscal 1995 ($2,000,000) and the remaining accrued
restructuring costs which were originally recorded in fiscal 1994 ($200,000).

Operating income decreased $1,455,000 to a loss of ($302,000) for the three
months ended March 31, 1997 as compared to operating income of $1,153,000 for
the same period in 1996. The decrease in operating income resulted from a
$1,480,000 increase in total operating expenses, of which $1,550,000 relates to
the reversal of accrued restructuring costs discussed above, offset by a $25,000
increase in gross profit for the three months ended March 31, 1997 as compared
to the same period in 1996. The ($302,000) operating loss for the three months
ended March 31, 1997, represents a decrease of $95,000 or 24%, as compared to an
operating loss of ($397,000) for the three months ended March 31, 1996, when the
$1,550,000 reversal of accrued restructuring costs is excluded. Operating
expenses decreased $70,000 or 5% to $1,327,000 for the three months ended March
31, 1997 as compared to $1,397,000 for the same period in 1996 when the
restructuring reversal is excluded.

Other income/expense decreased $34,000 or 79% to $9,000 net expense in the three
months ended March 31, 1997 as compared to $43,000 net expense for the same
period in 1996. The decrease was primarily attributable to a reduction in
interest and other expenses of $51,000 or 60% to $34,000, due primarily to the
decrease in interest expense resulting from the lower average level of long-term
debt and capital lease obligations outstanding during the three months ended
March 31, 1997 as compared to the same period in 1996, offset by a decrease in
investment income of $17,000 resulting from a decline in the average funds
available for investment for the three months ended March 31, 1997 as compared
to the same period in 1996.

In connection with the acquisition of AMC in May 1994, the Company issued a
promissory note in the principal amount of $430,000 to the shareholder of AMC.
In February 1996, the Company settled the remaining balance of the promissory
note and other acquisition related liabilities totaling $501,000 for $251,000,
excluding $9,000 of related transaction expenses, which resulted in an
extraordinary gain on the early extinguishment of debt of $241,000 or $0.03 per
share with no related income tax effect, as recorded in the three months ended
March 31, 1996. 

                                      -11-
<PAGE>

The Company's net income decreased $1,662,000 or $0.18 per share to a net loss
of ($311,000) or ($0.03) per share for the three months ended March 31, 1997 as
compared to net income of $1,351,000 or $0.15 per share for the same period in
1996. The ($311,000) or ($0.03) per share net loss for the three months ended
March 31, 1997 represents a decrease of $129,000, 29% or $0.02 per share as
compared to a net loss of ($440,000) or ($0.05) per share for the three months
ended March 31, 1996, when the $1,550,000 or $0.17 per share reversal of accrued
restructuring costs and the $241,000 or $0.03 per share extraordinary gain on
early extinguishment of debt are excluded.

                      Nine Months Ended March 31, 1997 vs.
                        Nine Months Ended March 31, 1996

The Company's product sales increased $4,440,000 or 39% to $15,894,000 for the
nine months ended March 31, 1997 from $11,454,000 for the same period in 1996.
This increase was due to the increase in product sales by AGRO of $4,399,000 and
EPSC of $48,000, partially offset by a decrease in product sales by EcoScience
of $7,000.

The following table sets forth the Company's product sales by operating company
for the nine months ended March 31, 1997 and 1996:

                                                   Nine Months Ended
                                                        March 31,
                                        ---------------------------------------
                                                                    Increase
                                             1997         1996     (Decrease)
                                             ----         ----     ----------

(In thousands)

AGRO ..............................        $13,357     $ 8,958      $ 4,399
EPSC ..............................          2,382       2,334           48
EcoScience ........................            155         162           (7)
                                           -------     -------      -------
    Consolidated ..................        $15,894     $11,454      $ 4,440
                                           =======     =======      =======

AGRO is the exclusive distributor in the United States and Canada of the Grodan
brand of stonewool, which is an inert growing medium supplied by Grodania A/S, a
Danish Company. In addition, AGRO is the exclusive distributor of sophisticated
sorting, grading and packing systems, manufactured by Aweta B.V., a Netherlands
based company, to the fruit, vegetable and flower markets in the United States,
Canada, Mexico and the Caribbean. The Company believes that revenues under these
distribution agreements will each account for more than 10% of the Company's
product sales in fiscal 1997.

The Company's biological product sales for the nine months ended March 31, 1997
were $470,000 as compared to $184,000 for the nine months ended March 31, 1996,
an increase of $286,000 due primarily to the following: (i) EcoScience's
Bio-Blast Biological Termiticide sales increased $116,000 for the nine months
ended March 31, 1997 versus the same period last fiscal year, (ii) EcoScience's
Bio-Path Cockroach Control Chamber sales were $123,000 for the nine months ended
March 31, 1996 versus nil for the same period this fiscal year, as the remaining
balance of inventory of this product was shipped last fiscal year, and (iii)
EPSC's Bio-Save PostHarvest BioProtectant sales increased $293,000 for the nine
months 

                                      -12-
<PAGE>

ended March 31, 1997 versus the same period last fiscal year, representing
broader market exposure and customer acceptance.

Cost of goods sold increased $3,885,000 or 48% to $12,062,000 for the nine
months ended March 31, 1997 from $8,177,000 for the same period in 1996 due
primarily to the increase in AGRO's cost of goods sold of $3,874,000. AGRO's
increase in cost of goods sold resulted primarily from increased sales volume.

Gross profit on product sales increased $555,000 or 17% to $3,832,000 for the
nine months ended March 31, 1997 from $3,277,000 for the same period in 1996,
while gross profit margin on product sales decreased to 24% for the nine months
ended March 31, 1997 from 29% for the same period in 1996, due primarily to
AGRO's change in product mix, and lower margins to achieve greater market
penetration and address competitive factors.

Research and development expenses decreased $373,000 or 48% to $409,000 for the
nine months ended March 31, 1997 from $782,000 for the same period in 1996 due
primarily to reductions in personnel and related costs at EcoScience and EPSC.
The Company has and will continue to incur ongoing research and development
expenses for its Bio-Save PostHarvest BioProtectant, Bio-Blast Biological
Termiticide and other select programs in fiscal 1997.

Selling and marketing expenses decreased $55,000 or 3% to $1,867,000 for the
nine months ended March 31, 1997 from $1,922,000 for the same period in 1996 due
primarily to a decrease in EPSC's selling and marketing expenses of $211,000 and
an increase of $152,000 at AGRO. The decrease in EPSC's selling and marketing
expenses for the nine months ended March 31, 1997 was primarily attributable to
the continued reduction of selling and marketing department personnel and
related costs. The increase in AGRO's selling and marketing expenses was
primarily due to additional personnel, promotional and related costs to support
higher product sales.

General and administrative expenses decreased $38,000 or 2% to $1,627,000 for
the nine months ended March 31, 1997 from $1,665,000 for the same period in 1996
due primarily to the decrease in EPSC's general and administrative expenses of
$104,000, which was partially offset by an increase in such expenses at
EcoScience of $75,000. The decrease in EPCS's general and administrative
expenses for the nine months ended March 31, 1997 was primarily attributable to
reductions in personnel and related costs. The increase in EcoScience's general
and administrative expenses was primarily attributable to higher personnel,
professional fees and related costs to support increased business activity.

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

On January 11, 1996, the Company entered into a lease termination agreement for
its Worcester corporate headquarters and research and development facility under
which the Company paid the landlord $125,000 and issued 500,000 shares of the
Company's common stock with a market value of $500,000 in exchange for an
immediate termination of the lease. Additionally, the Company incurred
approximately $25,000 for expenses related to the completion of the transaction.
After accounting for these settlement provisions, which totaled $650,000, the
Company reversed $1,550,000 of accrued restructuring costs in the nine months
ended March 31, 1996 that related to the accrued restructuring costs which were
originally recorded in fiscal 1995 ($2,000,000) and the remaining accrued
restructuring costs which were originally recorded in fiscal 1994 ($200,000).

Operating income decreased $452,000 to $6,000 for the nine months ended March
31, 1997 as compared to operating income of $458,000 for the same period in
1996. The decrease in operating income resulted from a $1,007,000 increase of
total operating expenses in the nine 

                                      -13-
<PAGE>

months ended March 31, 1997 as compared to the same period in 1996, offset by a
$555,000 increase in gross profit. The operating loss for the nine months ended
March 31, 1997 was ($71,000) or a decrease of $1,021,000 or 93%, when the
$77,000 reversal of restructuring charge related to the leased equipment
settlement is excluded, as compared to an operating loss of ($1,092,000) for the
nine months ended March 31, 1996, when the $1,550,000 reversal of accrued
restructuring costs related to the facility lease settlement is excluded.
Operating expenses decreased $466,000 or 11% to $3,903,000 for the nine months
ended March 31, 1997 as compared to $4,369,000 for the same period in 1996 when
the restructuring reversals are excluded for both periods.

Other income/expense decreased $172,000 or 72% to $67,000 net expense in the
nine months ended March 31, 1997 as compared to $239,000 net expense for the
same period in 1996. The decrease was primarily attributable to a reduction in
interest and other expenses of $384,000 or 71% to $154,000, due primarily to the
decrease in interest expense resulting from the lower average level of long-term
debt and capital lease obligations outstanding during the nine months ended
March 31, 1997 as compared to the same period in 1996; partially offset by (i) a
decrease in investment income of $94,000 resulting from a decline in the average
funds available for investment for the nine months ended March 31, 1997 as
compared to the same period in 1996 and (ii) a $74,000 gain on sale of property
and equipment and a $51,000 gain on settlements of accounts payable recorded in
the nine months ended March 31, 1997.

In connection with the acquisition of AMC in May 1994, the Company issued a
promissory note in the principal amount of $430,000 to the shareholder of AMC.
In February 1996, the Company settled the remaining balance of the promissory
note and other acquisition related liabilities totaling $501,000 for $251,000,
excluding $9,000 of related transaction expenses, which resulted in an
extraordinary gain on the early extinguishment of debt of $241,000 or $0.03 per
share with no related income tax effect, as recorded in the nine months ended
March 31, 1996.

The Company's net income decreased $521,000 or $0.06 per share to a net loss of
($61,000) or ($0.01) per share for the nine months ended March 31, 1997 as
compared to net income of $460,000 or $0.05 per share for the same period in
1996. Excluding non-recurring amounts from net income / loss, the net loss from
the nine months ended March 31, 1997 was ($138,000) or ($0.01) per share, a
$1,318,000 or 91% decrease as compared to the net loss of ($1,456,000) or
($0.16) per share for the same period in 1996. The excluded non-recurring
amounts are: (i) for the nine months ended March 31, 1997: the $77,000 reversal
of restructuring charges related to the lease equipment settlement; and (ii) for
the nine months ended March 31, 1996: (a) the $1,550,000 reversal of accrued
restructuring costs related to the facility lease settlement, (b) the $74,000
gain on sale of property and equipment and the $51,000 gain on settlements of
accounts payable, and (c) the $241,000 extraordinary gain on early
extinguishment of debt.

LIQUIDITY AND CAPITAL RESOURCES

Since inception the Company's cash expenditures have exceeded its revenues. The
Company's operations have been funded through public and private placements of
its equity securities, bank loans and lease financing, revenues from product
sales, licensing, collaborative research and development arrangements, and
investment income. In conjunction with the asset valuation and restructuring
charges recorded in 1995, the Company implemented and substantially completed in
fiscal 1996 a program to reduce its operating losses and to conserve its cash
resources for use in the Company's operating businesses. This restructuring
program has significantly reduced research and development and general and
administrative costs from historical levels. In the nine months ended March 31,
1997, the Company funded $157,000 of accrued restructuring costs that had been
recorded in 1995. The funded amount consisted of $135,000 related to employee
severance benefits and $22,000 related to other 

                                      -14-
<PAGE>

contractual liabilities. The balance of accrued restructuring costs, $873,000
(total current and noncurrent portions), as of March 31, 1997, is expected to be
funded in 1997 and beyond. The Company expects to incur administrative, business
development and commercialization expenditures in the future as it advances the
development, manufacturing, and marketing of Bio-Blast and Bio-Save. In
addition, the Company expects to incur incremental costs associated with its
plans to expand product lines at AGRO. The Company may also use cash to acquire
technology, products or companies that support the growth strategy of the
Company.

Cash and cash equivalents were $1,089,000 at March 31, 1997 compared to $734,000
at June 30, 1996. Unrestricted and restricted cash, cash equivalents, and
short-term investments totaled $1,863,000 compared to $2,639,000 at June 30,
1996. Cash flows used for operating activities totaled $775,000 for the nine
months ended March 31, 1997 and are principally represented by an increase in
accounts and interest receivable of $767,000 resulting from increases in product
sales and is partially offset by an increase in accounts payable and accrued
expenses of $318,000 due to increased business activity. Cash flows provided by
financing activities totaled $135,000 for the nine months ended March 31, 1997,
which consisted principally of proceeds from the issuance of common stock of
$1,128,000 and was partially offset by payments of $993,000 on debt and capital
leases. Cash flows provided by investment activities for the nine months ended
March 31, 1997 totaled $996,000, principally represented by (i) proceeds from
the sale of short-term investments of $677,000 and (ii) proceeds from the
reduction of restricted cash of $456,000. The Company's working capital and
current ratio were $1,228,000 and 1.2 to 1, respectively, at March 31, 1997,
compared to ($308,000) and 0.9 to 1, respectively, at June 30, 1996.

On October 28, 1994, the Company and AGRO entered into a revolving line of
credit with a bank, under which AGRO may borrow up to the lesser of $1,500,000
or the sum of 75% of eligible accounts receivable and 25% of eligible
inventories up to a maximum of $250,000 on a revolving basis for working capital
needs. Funds borrowed under the revolving line of credit have borne interest at
a rate of prime (8.50% at March 31, 1997) plus 1.5% and were secured by all
assets of AGRO and all the outstanding common stock of AGRO owned by the
Company. Interest on funds borrowed under the revolving line of credit was
payable monthly in arrears and repayment of principal was originally due on
January 5, 1996. On October 5, 1995, the Company and the bank entered into an
amendment to the revolving line of credit agreement pursuant to which the bank,
among other modifications, extended the expiration date of the credit agreement
from January 5, 1996 to July 5, 1996, and any principal amounts outstanding,
together with accrued interest thereon, were due on such date.

From July 5, 1996 to February 15, 1997, the Company and the bank entered into a
series of five amendments to the revolving line of credit agreement pursuant to
which the bank extended the expiration date of the credit agreement from July 5,
1996 to March 15, 1997 on the same terms, and any principal amount outstanding,
together with accrued interest thereon, were due on March 15, 1997. On April 28,
1997, the Company and the bank amended the existing revolving line of credit
agreement and merged it into a new, expanded revolving line of credit, under
which EcoScience and subsidiaries may borrow up to the lesser of $3,000,000 or
the sum of (i) 85% of eligible account receivables and (ii) eligible inventory
at stratified rates from 25% to 50% up to a maximum of the lesser of $1,200,000
or 66.67% of the amount outstanding against accounts receivable. Funds borrowed
under the new revolving line of credit bear interest at a rate of prime plus
2.0% and are secured by all the assets of the Company and all of the outstanding
common stock of AGRO owned by the Company. Interest on funds borrowed under the
revolving line of credit is payable monthly in arrears and repayment of
principle is due on April 27, 1998, subject to automatic renewal, as provided.
The revolving line of credit imposes a financial covenant on the Company of
maintenance of minimum tangible net worth of $750,000. In addition, the new line
of credit eliminates certain provisions under the old line of credit: (i)
elimination of the cash collateral requirement, balance of which was $749,000 at
March 31, 1997; (ii) elimination of the 67% cash collateral coverage requirement
on additional borrowings and (iii) elimination of the $1,000,000 minimum cash
balance requirement. The Company believes this proposed credit 

                                      -15-
<PAGE>

facility in combination with unrestricted and restricted cash, cash equivalents
and short-term investments and revenues from product sales, will meet its
operational funding requirements for at least the next twelve months.

On December 31, 1996, a letter of credit collateralized by a $425,000
certificate of deposit expired and accordingly, the certificate of deposit which
had been classified as a restricted cash equivalent, was reclassified as an
unrestricted cash equivalent.

The Company plans to fund its operations principally with existing cash
reserves, represented by approximately $1,089,000 of unrestricted cash and cash
equivalents, $25,000 of short-term investments and $749,000 of restricted cash,
cash equivalents and short-term investments as of March 31, 1997. The Company
believes that such cash reserves, along with revenues from product sales, and
funds available under its new revolving line of credit agreement, as discussed
above, will be sufficient to finance the Company's working capital needs for the
next twelve months. The Company may need to raise additional funds to finance
its ongoing operations after March 31, 1998, although there can be no assurances
that such funds will be available on terms favorable to the Company, if at all.
The Company continues to explore various strategic options aimed at enhancing
stockholder value and improving 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 mix and other economic factors. Operating revenues may be concentrated in
the Company's first and second quarters as a result of the North American
growing season. Although the Company believes that the historical trend in
quarterly revenues is such that the first and second quarters of each year are
generally higher than the third and fourth quarters, there can be no assurance
that this will occur in future periods. Accordingly, quarterly or other interim
results should not be considered indicative of results to be expected for any
other quarter or the full fiscal year.

FORWARD LOOKING STATEMENTS

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

                                      -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

               1)   Exhibit 10.50 - Loan and Security Agreement dated as of
                    April 28, 1997 by and among the Registrant, Agro Dynamics,
                    Inc., Agro Dynamics Canada Inc. and EcoScience Produce
                    Systems Corp. and Silicon Valley Bank.

               2)   Exhibit 10.51 - Schedule to Loan and Security Agreement
                    dated as of April 28, 1997 by and among the Registrant, Agro
                    Dynamics, Inc., Agro Dynamics Canada Inc. and EcoScience
                    Produce Systems Corp. and Silicon Valley Bank.

               3)   Exhibit 10.52 - Continuing Guaranty by each of the
                    Registrant, EcoScience Produce Systems Corp. and Agro
                    Dynamics, Inc. guaranteeing the obligations of the
                    Registrant, EcoScience Produce Systems Corp., Agro Dynamics,
                    Inc. and Agro Dynamics Canada Inc. in favor of Silicon
                    Valley Bank.

               4)   Exhibit 10.53 - Continuing Guarantee by Agro Dynamics Canada
                    Inc. guaranteeing the obligations of the Registrant in favor
                    of Silicon Valley Bank.

               5)   Exhibit 10.54 - Collateral Assignment, Patent Mortgage and
                    Security Agreement by and between EcoScience Corporation
                    (Assignor) and Silicon Valley Bank (Assignee).

                                      -17-
<PAGE>

               6)   Exhibit 10.55 - Collateral Assignment, Patent Mortgage and
                    Security Agreement by and between EcoScience Produce Systems
                    Corp. (Assignor) and Silicon Valley Bank (Assignee).

               7)   Exhibit 10.56 - Collateral Assignment, Patent Mortgage and
                    Security Agreement by and between Agro Dynamics, Inc.
                    (Assignor) and Silicon Valley Bank (Assignee).

               8)   Exhibit 27 - Financial Data Schedule as of and for the Nine
                    Months Ended March 31, 1997

          b.   Reports on Form 8-K

               None


                                      -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, 1997           By: /s/Michael A. DeGiglio
                                 -----------------------
                                   Michael A. DeGiglio
                                   President & Chief Executive Officer
                                   (Principal Executive Officer)


Date: May 15, 1997           By: /s/Harold A. Joannidi
                                 -----------------------
                                   Harold A. Joannidi
                                   Treasurer & Secretary
                                   (Principal Financial & Accounting Officer)

                                      -19-
<PAGE>

                             ECOSCIENCE CORPORATION

                                  EXHIBIT INDEX

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

   10.50           Loan and Security Agreement dated as of            21 - 36
                   April 28, 1997 by and among the          
                   Registrant, Agro Dynamics, Inc., Agro    
                   Dynamics Canada Inc. and EcoScience      
                   Produce Systems Corp. and Silicon Valley 
                   Bank.                                    

   10.51           Schedule to Loan and Security Agreement            37 - 43
                   dated as of April 28, 1997 by and among     
                   the Registrant, Agro Dynamics, Inc.,        
                   Agro Dynamics Canada Inc. and EcoScience    
                   Produce Systems Corp. and Silicon Valley    
                   Bank.                                       
 
   10.52           Guaranty by each of the Registrant,                44 - 51
                   EcoScience Produce Systems Corp. and       
                   Agro Dynamics, Inc. guaranteeing the       
                   obligations of the Registrant,             
                   EcoScience Produce Systems Corp., Agro     
                   Dynamics, Inc. and Agro Dynamics Canada    
                   Inc. in favor of Silicon Valley Bank.      

   10.53           Continuing Guarantee by Agro Dynamics              52 - 59
                   Canada Inc. guaranteeing the obligations        
                   of the Registrant in favor of Silicon           
                   Valley Bank.                                    

   10.54           Collateral Assignment, Patent Mortgage             60 - 71
                   and Security Agreement by and between    
                   EcoScience Corporation (Assignor) and    
                   Silicon Valley Bank (Assignee).          
 
   10.55           Collateral Assignment, Patent Mortgage             72 - 83
                   and Security Agreement by and between         
                   EcoScience Produce Systems Corp.              
                   (Assignor) and Silicon Valley Bank            
                   (Assignee).                                   
                   
   10.56           Collateral Assignment, Patent Mortgage             84 - 95
                   and Security Agreement by and between          
                   Agro Dynamics, Inc. (Assignor) and             
                   Silicon Valley Bank (Assignee).                
                   
    27             Financial Data Schedule as of and for                96
                   the Nine Months Ended March 31, 1997.               

                   
                                      -20-