QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
                                 --------------


            [ X ] Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
                For the quarterly period ended September 30, 1996


                                       or

            [ ] Transition Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
                 For the transition period from ______ to ______

                         Commission file number 0-19819



                                  biosys, inc.
                                  ------------

             (Exact name of registrant as specified in its charter)

                      Delaware                       94-2878645
                      ---------                      ----------
         (State or other jurisdiction of          (I.R.S. Employer
         incorporation or organization)            Identification No.)

       10150 Old Columbia Road, Columbia, Maryland      21046
       --------------------------------------------   ----------
       (Address of principal executive offices)       (Zip Code)

                                  410-381-3800
                                  ------------
              (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 XX No _____.


Indicate  the number of shares  outstanding  of each of the  issuers  classes of
common stock, as of the last practicable date: 9,548,610 shares of the Company's
Common Stock (par value $0.001) were outstanding as of October 31, 1996.







                                  biosys, inc.

                           Consolidated Balance Sheets
                        (in thousands, except share data)
                                   (unaudited)

                                                 September 30,    December 31,
                                                    1996            1995
                                                    ----            ----

ASSETS
------

Current assets:

   Cash and cash equivalents                      $    755       $   1,755
   Accounts receivable                               3,419           3,009
   Inventories (Note 6)                              4,531           4,086
   Prepaid expenses and other current assets           912             500
                                                   -------        --------
          Total current assets                       9,617           9,350

Property and equipment, net                          6,378           6,421
Other assets, net                                      824             586
Goodwill                                             3,875             ---
                                                   -------        --------
                                                   $20,694        $ 16,357
                                                   =======        ========

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
----------------------------------------------


Liabilities not subject to compromise 
  Current liabilities:

    Accounts payable                               $  1,947       $   4,767
    Short-term debt                                   3,642           5,250
    Accrued expenses                                    401           3,309
    Current portion of long-term obligations             --             782
    Deferred credits                                    219             931
                                                   --------       ---------
          Total current liabilities                   6,209          15,039
                                                   --------       ---------


Long-term obligations, less current portion              --           3,642


Liabilities subject to compromise (Note 5)           10,852             ---
                                                    --------      ---------
          Total liabilities                          17,061          18,681
                                                    --------      ---------


Commitments and contingencies


Shareholders' equity (deficit):
   Convertible preferred stock, $.001 par  
      value; 5,000,000 shares authorized, 
      535 shares issued and outstanding in 1996         312             ---
   Common stock, $.001 par  value; 30,000,000 
      shares authorized, 9,176,375 and 5,598,828 
      issued and outstanding                              9               6
   Additional paid-in-capital                       146,340         126,315
   Accumulated deficit                             (142,987)       (128,592)
   Cumulative translation adjustment                    (41)            (53)
                                                   ---------      ---------- 
          Total shareholders' equity (deficit)        3,633          (2,324)
                                                   ---------      ---------- 
                                                    $20,694        $ 16,357
                                                   =========       =========


See accompanying notes to consolidated financial statements.






                                  biosys, inc.

                      Consolidated Statements of Operations
                      (in thousands, except per share data)
                                   (unaudited)


                                        Three Months Ended    Nine Months Ended
                                          September 30,         September 30,

                                          1996      1995       1996      1995
                                          ----      ----       ----      ----

Revenues:
---------

   Product sales                        $ 4,943   $ 5,246   $ 18,514   $ 19,668
   Contract research and development        194        76        724         76
                                        --------  --------  --------   ---------
     Total revenues                       5,137     5,322     19,238     19,744


Operating costs and expenses:
-----------------------------

   Cost of product sales                  4,798     4,631     16,732     16,988
   Research and development               1,246     1,829      4,339      5,658
   Marketing and selling                    821       912      2,570      3,529
   General and administrative               809       727      2,739      2,669
   Purchased research and development       ---       ---      6,000        ---
   Costs of mergers                         ---       765         58      3,961
                                        --------  --------  ---------  ---------

     Total operating costs and expenses   7,674     8,864     32,438     32,805

Loss from operations                     (2,537)   (3,542)   (13,200)   (13,061)

Interest and other expense                 (329)     (435)    (1,252)      (874)
Interest and other income                    15         2         57        114
                                        --------  --------  ---------   --------

Net loss                                $(2,851)  $(3,975)  $(14,395)  $(13,821)
                                        ========  ========  =========  =========

Net loss per share (Note 7)             $ (0.36)  $ (0.84)  $  (2.03)  $  (3.07)
                                        ========  ========  =========  =========
Weighted average common shares 
  outstanding                             7,869     4,705      7,106      4,507
                                        ========  ========  =========  =========

See accompanying notes to consolidated financial statements.








                                  biosys, inc.

                      Consolidated Statements Of Cash Flows
                                 (in thousands)
                                   (unaudited)

                                                           Nine Months Ended
                                                              September 30,
                                                           1996         1995
                                                           ----         ----
Cash flows from operating activities:
   Net loss                                             $(14,395)     $(13,821)
Adjustments to reconcile net loss to 
  net cash used in operating activities:
   Depreciation and amortization                           1,037         1,179
   Loss on disposal of assets                                ---            49
   Purchased research and development                      6,000           ---
   Warrants issued for loan modification                     153           ---
   Changes in assets and liabilities:
        Accounts receivable                                 (115)       (2,204)
        Inventories                                          254          (202)
        Prepaid expenses and other current assets             39           (12)
        Other assets                                        (426)          323
        Accounts payable and accrued expenses                203         3,245
        Deferred credits                                    (106)          ---
                                                        ---------     ---------
          Net cash used in operating activities           (7,356)      (11,443)
                                                        ---------     ---------

Cash flows from investing activities:
   Purchase of property and equipment                       (740)         (396)
   Cash acquired in AgriDyne acquisition                   2,041           ---
   Proceeds from sales of assets and 
     short-term investments                                  ---           622
                                                   
          Net cash provided by investing activities        1,301           226
                                                        ---------     ---------

Cash flows from financing activities:
   Issuance of common stock, net of issuance costs             8            24
   Issuance of preferred stock, net of issuance costs      7,254           ---
   Payments on debt                                       (2,042)         (646)
   Proceeds from issuance of debt                            182         5,374
   Principal payments on capitalized lease obligations      (328)         (349)
                                                        ---------     ---------
          Net cash provided by financing activities        5,074         4,403
                                                        ---------     ---------

Effect of exchange rate changes on cash                      (19)          (20)
                                                        ---------     ---------
Net decrease in cash and cash equivalents                 (1,000)       (6,834)
Cash and cash equivalents at beginning of period           1,755         8,377
                                                        ---------     ---------
Cash and cash equivalents at end of period              $    755      $  1,543
                                                        =========     =========

Supplemental disclosure of cash flow information:
    Cash paid during the period for interest            $  1,080      $    580
                                                        =========     =========

Supplemental disclosure of non-cash financing and 
  investing activities:
    Accretion of preferred stock dividends              $    311      $    ---
    Common stock issued for acquisition of AgriDyne     $ 12,925      $    ---
    Conversion of preferred stock to common stock       $      2      $    ---


See accompanying notes to consolidated financial statements








                                  biosys, inc.

            Consolidated Statement Of Shareholders' Equity (Deficit)
                       Nine Months Ended September 30 1996

                        (in thousands, except share data)
                                   (unaudited)

<TABLE>
<CAPTION>

                                    Convertible                          Additional                     Cumulative
                                   Preferred Stock      Common Stock      Paid-In    Accumulated        Translation
                                   Shares  Amount     Shares    Amount    Capital      Deficit          Adjustment        Total
                                   ------  ------     ------    ------    -------      -------          ----------        -----


<S>                                  <C>    <C>     <C>         <C>      <C>          <C>                  <C>          <C>      
Balance at December 31, 1995         ---    $---    5,598,828   $ 6      $126,315     $(128,592)           $(53)        $(2,324)


Issuance of common stock in 
connection with acquisition 
of AgriDyne (Note 4)
                                     ---     ---    1,888,121     1        12,924           ---             ---          12,925

Issuance of preferred stock          780       1          ---   ---         7,253           ---             ---           7,254
                                                    

Accretion of preferred stock 
dividend
                                     ---     311          ---   ---          (311)          ---             ---             ---
                                     


Issuance of common stock upon 
exercise of options and issuance
of common stock warrants             ---     ---        8,718   ---           161           ---             ---             ---



Issuance of common stock upon
conversion of preferred stock       (245)    ---    1,680,708     2            (2)          ---             ---             ---
                                                                                            

Net loss                             ---     ---          ---   ---           ---       (14,395)            ---         (14,395)
                
Translation adjustment               ---     ---          ---   ---           ---           ---              12              12
                                    -----   ----    ---------  ----         ------     ---------           -----        --------
                                          

Balance at September 30, 1996        535    $312    9,176,375   $ 9      $146,340     $(142,987)           $(41)        $ 3,633
                                    =====   ====    =========   ====     =========    ==========           =====        =======

</TABLE>

See accompanying notes to consolidated financial statements







                                  biosys, inc.
                   Notes to Consolidated Financial Statements
                      Nine Months Ended September 30, 1996

                                   (unaudited)


Note 1.   biosys,  inc.  ("biosys"  or  the  "Company")  has  been  experiencing
          negative cash flow from operations and it is expected that biosys will
          continue to experience negative operating cash flow through the end of
          1996  and   potentially   thereafter.   Despite  certain  funding  and
          collaborative  initiatives  pursued  by the  Company  during the third
          quarter and prior  periods,  the Company  has not been  successful  in
          procuring  adequate  funds to  satisfy  creditor  needs.  Contributing
          factors including weather related impact on revenue growth,  depressed
          mid-year stock market conditions and the dilutive implications arising
          from the actual and potential conversions of the Company's convertible
          preferred  shares  into  common  shares have  hindered  the  Company's
          initiatives.  Accordingly,  on September 27, 1996, the Company and one
          of its subsidiaries,  Crop Genetics  International,  (collectively the
          "Debtors")  filed  voluntary  petitions for relief under Chapter 11 of
          the  Bankruptcy  Code (the  "Filings") in order to protect  themselves
          from their creditors.  See condensed combined financial  statements of
          the Debtors in Note 9.

          The Debtors are presently operating as  debtors-in-possession  subject
          to the  jurisdiction  of the United  States  Bankruptcy  Court for the
          District of Maryland.  The  consolidated  financial  statements of the
          Company have been presented in accordance with the American  Institute
          of Certified Public Accountants Statement of Position 90-7, "Financial
          Reporting by Entities in Reorganization under the Bankruptcy Code" and
          have been prepared in accordance  with generally  accepted  accounting
          principles applicable to a going concern, which principles,  except as
          otherwise   disclosed,   assume  that  assets  will  be  realized  and
          liabilities will be discharged in the normal course of business.

          In the Chapter 11 cases, substantially all the Debtors' liabilities as
          of the date of the Filings are subject to  resolution  under a plan of
          reorganization  to  be  voted  upon  by  the  Debtors'  creditors  and
          shareholders  and confirmed by the  Bankruptcy  Court.  Schedules have
          been filed by the Debtors with the Bankruptcy  Court setting forth the
          assets and liabilities of the Debtors as of the date of the Filings as
          shown by the Debtors'  accounting  records.  Any  differences  between
          amounts  shown by the Debtors and claims  filed by  creditors  will be
          investigated  and resolved.  The amount and  settlement  terms for any
          such disputed  liabilities  are subject to approval by the  Bankruptcy
          Court. The adjustment of the total  liabilities of the Debtors remains
          subject to a Bankruptcy  Court approved plan of  reorganization,  and,
          accordingly,  the ultimate amount such liabilities will be settled for
          is not presently determinable. Pursuant to bankruptcy law, the Debtors
          presently possess the exclusive right to file a plan of reorganization
          through January 25, 1997.

          The Company's  consolidated financial statements have been prepared on
          a going concern basis,  which  contemplates  continuity of operations,
          realization of assets and  liquidation of liabilities  and commitments
          in the normal  course of business.  The  appropriateness  of using the
          going   concern   basis  is  dependent   upon,   among  other  things,
          confirmation  of a  plan  of  reorganization,  future  operations  and
          financing sources to meet obligations.  As a result of the Filings and
          related  circumstances,   however,  such  realization  of  assets  and
          liquidation  of  liabilities  is subject to  significant  uncertainty.
          While  under  protection  of  Chapter  11,  the  Debtors  may  sell or
          otherwise dispose of assets, and liquidate or settle liabilities,  for
          amounts other than those  reflected in the  accompanying  consolidated
          financial   statements.   Further,  a  plan  of  reorganization  could
          materially   change  the   amounts   reported   in  the   accompanying
          consolidated   financial   statements.   The  consolidated   financial
          statements do not include any adjustments relating to a recoverability
          of  the  value  of   recorded   asset   amounts  or  the  amounts  and
          classification of liabilities that might be necessary as a consequence
          of a plan of reorganization. As of September 30, 1996, the Company has
          not realized any gains or incurred any material charges related to the
          reorganization.

Note 2.   The above financial  information reflects all adjustments  (consisting
          solely of normal recurring  adjustments)  which are, in the opinion of
          management  of  biosys,  necessary  for the fair  presentation  of the
          results for the interim periods presented. The interim results are not
          necessarily  indicative  of  results  for  a  full  fiscal  year.  The
          financial  statements and notes are presented on a basis, as permitted
          by the  Securities  and  Exchange  Commission,  and  should be read in
          conjunction with the Company's 1995 Annual Report on Form 10-K.

Note 3.   Effective  March 15,  1996,  the  Company  effected  a one for two and
          one-half  reverse stock split of its common stock (the "Reverse  Stock
          Split").  All  common  stock  share  information  in the  accompanying
          consolidated  financial  statements  and related  footnotes  have been
          adjusted to reflect the Reverse Stock Split.


Note 4.   On March 31, 1995, biosys,  inc. acquired Crop Genetics  International
          Corporation  ("CGI") in a  transaction  accounted  for as a pooling of
          interests.  Accordingly,  all consolidated  financial  information for
          prior periods has been adjusted to include CGI financial data.  During
          the nine months ended September 30, 1996 and 1995,  merger,  severance
          and relocation  costs of $58,000 and  $3,509,000,  respectively,  were
          incurred by biosys  related to the CGI  merger.  As of  September  30,
          1996, all significant  merger,  severance and relocation costs related
          to the CGI merger have been incurred.

          On March 15, 1996, the Company acquired  AgriDyne  Technologies,  Inc.
          ("AgriDyne"),  in a merger  whereby  AgriDyne  became  a  wholly-owned
          subsidiary of the Company.  To effect the merger,  the Company  issued
          approximately  1.9 million  shares of its common stock in exchange for
          all of the  outstanding  shares of  AgriDyne  common  stock based on a
          conversion ratio of 0.28664 of a share of biosys common stock for each
          share of AgriDyne common stock.  From the initial  announcement of the
          merger,  in April  1995,  through  September  30,  1995,  the  Company
          anticipated  accounting  for the  merger  as a pooling  of  interests.
          During  that  period  the  Company  charged to  expense  $452,000  for
          printing, professional services and other costs related to the merger.
          Subsequent  to  September  30,  1995,  due to  changes  in  facts  and
          circumstances, the Company determined that purchase accounting was the
          appropriate  method of  accounting  for the  merger.  Thus,  all costs
          related to the merger  incurred  subsequent to September 30, 1995 have
          been treated as additional  purchase  consideration.  Of the aggregate
          purchase  price of  $13,592,000,  $3,717,000 has been allocated to net
          tangible  assets  acquired,  $6,000,000  to  in-process  research  and
          development and $3,875,000 to goodwill.

Note 5.   Liabilities  subject to compromise  under  reorganization  proceedings
          include   substantially   all  current  and  long-term   unsecured  or
          undersecured  debt as of the  date  of the  Filings.  Pursuant  to the
          provisions of the Bankruptcy  Code,  payment of those  liabilities may
          not be made except pursuant to a plan of  reorganization or Bankruptcy
          Court   order   while  the   Debtors   continue   to   operate   as  a
          debtor-in-possession.  The Company has notified all known or potential
          claimants  for the  purpose of  identifying  all  pre-petition  claims
          against  the  Debtors.  While the  Company  believes  that the amounts
          recorded  reflect  known  claims at this time,  the  amounts  actually
          claimed  by  creditors  or  allowed  by the  Bankruptcy  Court  may be
          different.

          The following  liabilities  are classified as  liabilities  subject to
          compromise at September 30, 1996:


          Accounts payable             $ 5,193,000
          Accrued expenses               1,209,000
          Deferred credits                 606,000
          Long-term obligations          3,844,000
                                       -----------
                                       $10,852,000
                                       -----------

Note 6.   Inventories consist of the following:


                                          September 30,           December 31,
                                             1996                     1995

          Raw materials                    $2,219,000              $2,576,000
          Work-in-process                     375,000                 225,000
          Deferred growing costs              527,000                 471,000
          Finished goods                    1,410,000                 814,000
                                          -----------            ------------
                                           $4,531,000              $4,086,000
                                          -----------            ------------


Note 7.   Net loss per share has been computed using the weighted average number
          of common shares outstanding during each period presented.

Note 8.   In August 1996,  due to biosys'  failure to maintain $4 million of net
          tangible  assets as required by the NASD  bylaws  governing  continued
          listing on the Nasdaq  National  Market,  biosys  received notice from
          Nasdaq that biosys'  Common Stock was being  delisted  from the Nasdaq
          National  Market.  biosys'  Common  Stock is now traded by use of pink
          sheets in the Over-The-Counter market.

Note 9.   As  described  in Note 2, on September  27,  1996,  the Debtors  filed
          voluntary  petitions  for relief  under  Chapter 11 of the  Bankruptcy
          Code. biosys'  wholly-owned U.K. subsidiary,  Agrisense-BCS,  Limited,
          did not file for bankruptcy  protection.  Condensed combined financial
          statements  for  the  Debtors  as of and  for the  nine  months  ended
          September 30, 1996 are presented below.
       
          Condensed combined balance sheet
          --------------------------------
  

           Cash and cash equivalents                         $    158,000
           Accounts receivable                                  2,241,000
           Inventories                                          3,694,000
           Intercompany receivables, net                          763,000
           Other current assets                                   864,000
                                                             ------------- 
               Total current assets                             7,720,000
           Noncurrent assets                                   11,742,000
                                                             $ 19,462,000

           Short-term debt                                   $  3,642,000
           Accrued expenses                                       401,000
           Deferred credits                                       219,000
                                                             ------------
               Total current liabilities                        4,262,000
           Liabilities subject to compromise                   10,852,000
               Total liabilities                               15,114,000
           Shareholders' equity                                 4,348,000
                                                             $ 19,462,000

           Condensed combined statement of operations

           Total revenues                                    $ 12,280,000

           Operating costs and expenses:
             Cost of product sales                             12,473,000
             Operating costs                                    7,595,000
             Purchased research and development                 6,000,000
             Costs of mergers                                      58,000
                                                             -------------
                                                               26,126,000

           Loss from operations                               (13,846,000)
           Interest and other expense, net                       (936,000)
                                                             -------------
           Net loss                                          $(14,782,000)
                                                             =============







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


         This report contains  forward-looking  statements within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended.  Such  forward-looking  statements
reflect the Company's  current views with respect to future events and financial
performance, including statements in the following section concerning the timing
and amount of revenues derived from commercial sales, contract manufacturing and
research and development or  collaborative  arrangements,  the level of expenses
incurred and the  sufficiency of cash and other resources to fund operations and
maintain certain financial  covenants  contained in the Company's line of credit
and  lease  agreements.  Actual  results  could  differ  materially  from  those
projected in the forward-looking statements as a result of the Company's ability
to obtain adequate  additional  financing as needed,  the  uncertainties  of new
product  development and introduction,  sales growth,  commercial  acceptance of
products, actions by third party manufacturers, competitive pressures, and other
risks  described from time to time in the Company's  filings with the Securities
and Exchange Commission.

Overview
--------

         During  1996,  unusually  cool  and wet  weather  conditions  depressed
revenue in certain of the Company's key markets  segments,  and severely reduced
the Company's declining cash resources. biosys was unable to raise the financing
necessary to alleviate this cash shortage.  Accordingly,  on September 27, 1996,
the  Company  and  one  of  its  subsidiaries,   Crop  Genetics   International,
(collectively the "Debtors") filed voluntary  petitions for relief under Chapter
11 of the Bankruptcy  Code (the  "Filings") in order to protect  themselves from
their  creditors.   The  Debtors  are  presently  operating  their  business  as
debtors-in-possession   subject  to  the   jurisdiction  of  the  United  States
Bankruptcy Court for the District of Maryland.

         The Company's consolidated financial statements have been prepared on a
going concern basis, which contemplates continuity of operations, realization of
assets and  liquidation of liabilities  and  commitments in the normal course of
business.  The  appropriateness  of using the going  concern  basis is dependent
upon,  among other  things,  confirmation  of a plan of  reorganization,  future
operations and financing sources to meet obligations. As a result of the Filings
and related  circumstances,  however, such realization of assets and liquidation
of liabilities is subject to significant uncertainty.  While under protection of
Chapter 11, the Debtors may sell or otherwise  dispose of assets,  and liquidate
or  settle   liabilities,   for  amounts  other  than  those  reflected  in  the
accompanying   consolidated   financial   statements.   Further,   a   plan   of
reorganization  could materially change the amounts reported in the accompanying
consolidated financial statements.  The consolidated financial statements do not
include any adjustments  relating to a  recoverability  of the value of recorded
asset amounts or the amounts and  classification  of  liabilities  that might be
necessary as a consequence of a plan of reorganization.

         biosys  commenced  commercialization  of nematode  technologies  during
1989,  pheromone  technologies  in 1993,  virus-based  products in 1994, and has
recognized  income  from the  Kleentek  seed cane  business  since  the  1980's.
Revenues  from  commercial  sales  and  contract  manufacturing  dominate  total
revenues and revenues from nematode and virus research and collaborative product
development  agreements are expected to form a small  percentage of future total
revenues.  biosys has incurred  operating losses since its inception and expects
to incur an operating loss for 1996.

         On March  31,  1995,  biosys  completed  a merger  with CGI  whereby  a
wholly-owned  subsidiary  of  biosys  was  merged  with  CGI  and CGI  became  a
wholly-owned  subsidiary of biosys.  The transaction has been accounted for as a
pooling of interests.  Accordingly,  the financial information for prior periods
have been restated to include CGI historical  financial data. On March 15, 1996,
biosys and AgriDyne  completed a merger  whereby a  wholly-owned  subsidiary  of
biosys was merged with AgriDyne,  and AgriDyne became a wholly-owned  subsidiary
of biosys. AgriDyne develops and commercializes  plant-derived compounds for use
in  environmentally  compatible  control of insect pests, and has three products
that have received  Environmental  Protection Agency  registration  allowing for
their sale in the U.S.  The  transaction  was  effected  through the exchange of
0.28664 of a share of biosys Common Stock for each  outstanding  share of Common
Stock of AgriDyne,  which resulted in the issuance to AgriDyne  stockholders  of
approximately  1.9 million shares of biosys Common Stock.  The  transaction  was
accounted for under the purchase method of accounting.

         biosys  currently  markets its  products for use  predominantly  in the
northern  hemisphere,  where the  growing  season  generally  runs from March to
October.  The seasonal nature of agriculture will cause biosys' product revenues
for  certain  products  to be  concentrated  in these  months and will result in
substantial  variations  in financial  results from quarter to quarter.  biosys'
product revenues could be adversely affected by unusual weather  conditions,  or
low insect  infestation  during this time  period.  Commercial  introduction  of
additional products is contingent upon, among other factors, the availability of
resources and completion of field testing prior to establishing labeling claims.
To date in 1996,  biosys has sold and/or  registered new product  entries in the
U.S., Thailand, Mexico and Australia. In the case of baculovirus based products,
registration  is  required  prior  to  product  sales  in  the  U.S.  (from  the
Environmental  Protection Agency) as well as in certain countries abroad. In May
1996, biosys received the first U.S. registration of any baculovirus product and
obtained an order from the U.S.D.A. for biosys' Gemstar product. Unusual weather
conditions  and other  factors  may delay field  tests,  label  development  and
commercialization.  biosys' quarterly  operating results may also be affected by
fluctuations in the demand for products by contract manufacturing clientele, and
the  timing or amount of  revenue  to be  recognized  from  major  customers  or
potential  new  contract  manufacturing   arrangements.   In  addition,  biosys'
quarterly  operating  results may be affected by the timing of biosys'  entering
into research and  development or  collaborative  arrangements  and any payments
made to or expenses  incurred by biosys in  connection  with such  arrangements.
While biosys anticipates that it may enter into such arrangements in the future,
there can be no assurance that it will do so, and, if it does, it cannot predict
the timing or amount of revenue derived from such arrangements.

         For the pheromone  business,  the  availability of the pheromone Active
Ingredient  (A.I.) on a reliable,  cost-effective  basis has been a  significant
factor  affecting  the viability of the  business.  On November 7, 1995,  biosys
entered  into a multiyear  supply and  marketing  agreement  with  International
Specialty  Products ("ISP") as part of biosys' strategy for an integrated supply
of A.I. biosys'  achievement of acceptable  margins for certain  pheromone-based
products may be precluded if it is unable to acquire  sufficient  quantities  of
A.I.  from  ISP.  biosys  has  also  established  a  third  party  manufacturing
relationship   with  Grant  Chemical  Division  of  Ferro  Corporation  for  the
production of certain important intermediate products. This arrangement has more
than satisfied biosys' needs for A.I. to date. However, to the extent that these
arrangements  do not  result  in the  production  of  sufficient  quantities  of
pheromones,  biosys'  ability  to  provide  pheromone-based  products  would  be
adversely affected.


Results of Operations
---------------------

         Total  revenues were  relatively  flat for the third quarter of 1996 as
compared  to the  comparable  period  in  1995  at  $5,137,000  in  1996  versus
$5,322,000 in 1995.  Product sales were $4,943,000 in the third quarter of 1996,
6.1% less than  product  sales of  $5,246,000  in the same  period in 1995.  The
decrease in revenues  is  attributable  to the timing of the harvest and sale of
Kleentek seed cane. In 1995 all of the Kleentek seed cane had been harvested and
sold by  September  30 and  $1,930,000  of revenue was  recognized  in the third
quarter of 1995.  The 1996 harvest  occurred  slightly later than in 1995 due to
adverse weather conditions.  Thus, for the quarter ended September 30, 1996 only
$1,366,000 of revenue has been  recognized  for Kleentek seed cane.  The harvest
was  completed in October 1996 and total  revenue from the Kleentek seed cane in
1996 is expected to approximate $1,900,000.  Product sales, other than Kleentek,
for the third quarter were $3,577,000 for the third quarter of 1996, an increase
of 7.9% from product  sales other than  Kleentek of  $3,316,000  in 1995.  Total
revenues  for the  nine  months  ended  September  30,  1996  decreased  2.6% to
$19,238,000  from total  revenues of  $19,744,000 in 1995. The major reasons for
this  slight net  decrease  are the  timing of the  Kleentek  seed cane  harvest
described  above and the unusually wet, cool spring weather  conditions in 1996,
which  significantly  impacted the U.S.  consumer market.  These shortfalls were
partially offset by gains in other markets.  Excluding the impact of the delayed
Kleentek  harvest,  product  sales for the nine months ended  September 30, 1996
were $17,872,000 compared to $17,814,000 for the corresponding period of 1995.

         biosys  achieved a gross margin on product sales of $145,000,  or 2.9%,
for the  third  quarter  ended  September  30,  1996,  versus a gross  margin of
$615,000 or 11.7% for the third  quarter of 1995.  The gross margin was impacted
by the timing of the  recognition of the Kleentek seed cane revenue as described
above.  The Kleentek seed cane has a gross margin  percentage  of  approximately
47%.  For the first  nine  months of 1996,  biosys  achieved  a gross  margin on
product sales of $1,782,000 or 9.6% versus a gross margin of $2,680,000 or 13.6%
for the first nine months of 1995. The decrease in gross margin is  attributable
to the timing of the  Kleentek  sales  described  above and other  sales  volume
decreases described above and their effect on overhead recovery.  In March 1996,
biosys  modified its  long-term  manufacturing  agreement  for the  Decatur,  IL
facility.  Under the terms of the revised agreement,  biosys' future obligations
under this  agreement  were  significantly  reduced while  maintaining  adequate
availability of current and future capacity to manufacture the full range of its
nematode  product line and associated  contract  manufacturing  businesses.  The
revised  agreement has  benefited the second and third  quarters of 1996 and the
Company  expects that it will  positively  impact  biosys' future gross margins.
Because of the seasonality and perishability of biosys' nematode-based products,
weather-related  demand and other sales mix  variables,  the required  timing to
produce  inventory may affect the  absorption of production  overhead and impact
gross margins as measured on a quarterly  basis,  when compared to manufacturing
operations  involving  different  technologies,  where production may occur on a
more even basis between periods.

         Total  operating  costs and expenses  (excluding cost of product sales,
purchased research and development,  and costs of mergers) decreased by 17.1% to
$2,876,000  in the third  quarter of 1996  compared to  $3,468,000  for the same
quarter in 1995.  Year-to-date these costs have decreased 18.6% from $11,856,000
in 1995 to $9,648,000 in 1996.  These  decreases in operating costs and expenses
arise from planned merger  synergies and other  economies and were  accomplished
despite incurring costs related to running and combining the previously separate
operations of biosys and AgriDyne during the second and third quarters of 1996.


         Research and development expenses were $1,246,000 for the third quarter
of 1996, as compared to $1,829,000  for the third quarter of 1996, a decrease of
31.9%. Research and development expenses for the nine months ended September 30,
1996 decreased to $4,339,000 from $5,658,000  incurred during the same period of
1995.  The decreases  were  primarily due to  completion or  rationalization  of
certain research projects and other cost control measures.


         Marketing and selling  expenses for the third quarter of 1996 decreased
10.0% to $821,000 as compared to $912,000 for the third quarter of 1995. For the
nine months  ended  September  30, 1996,  marketing  and selling  expenses  were
$2,570,000 versus $3,529,000 for the corresponding period of 1995, a decrease of
27.2%. These decreases relate to the net impact of consolidation of distribution
outlets and other efficiencies gained in the merger, and cost control measures.


         General and administrative expenses were $809,000 for the third quarter
of 1996 as compared to $727,000  for the third  quarter of 1995,  an increase of
11.3%.  General and administrative  expenses for the nine months ended September
30, 1996 were $2,739,000  versus  $2,669,000 for the nine months ended September
30, 1995. Significant cost reductions have been achieved in 1996 in consolidated
efficiencies  following the CGI merger,  particularly the consolidation into one
headquarters  facility in August 1995. These cost reductions have been offset by
dual costs incurred in combining biosys' and AgriDyne's operations and increased
investment in human resources, quality assurance and investor relations.


         At the  time of the CGI  merger  announcement  in  December  1994,  the
Company  anticipated  that an aggregate of  approximately  $4,100,000 in merger,
severance  and  relocation  costs would be incurred by biosys and CGI related to
their   combination.   Through  September  30,  1996,  such  costs  amounted  to
$4,524,000.  As of September 30, 1996,  all  significant  merger,  severance and
relocation costs related to the CGI merger have been incurred.


         At the time of the AgriDyne merger  announcement on April 28, 1995, the
Company anticipated  accounting for the merger as a pooling of interests.  Under
this accounting  method the Company was expensing costs related to the merger as
incurred.  Through  September  30,  1995,  $452,000  of  expense  was  recorded.
Subsequent to September 30, 1995, due to changes in facts and circumstances, the
Company  determined  that  purchase  accounting  was the  appropriate  method of
accounting  for the  merger.  Thus,  all costs  related to the  merger  incurred
subsequent  to  September  30,  1995 have been  treated as  additional  purchase
consideration.  Of the aggregate  purchase price of $13,592,000,  $3,717,000 has
been  allocated  to net  tangible  assets  acquired,  $6,000,000  to  in-process
research and development and $3,875,000 to goodwill.

Liquidity and Capital Resources
-------------------------------

         biosys has been experiencing  negative cash flow from operations and it
is expected that biosys will continue to experience negative operating cash flow
through the end of 1996 and potentially thereafter.  Even with the cash and cash
equivalents of AgriDyne and the net proceeds from the Preferred  Share Financing
(defined  below) obtained during March 1996 it was projected that the funding of
future  operations  and payment of incurred  liabilities  would require  further
infusion of capital.  Despite  certain  funding  and  collaborative  initiatives
pursued by the Company during the third quarter and prior  periods,  the Company
has not been successful in procuring  adequate funds to satisfy  creditor needs.
Contributing  factors  including  weather  related  impact  on  revenue  growth,
depressed mid-year stock market conditions and the dilutive implications arising
from the actual and  potential  conversions  of the  Preferred  Shares  (defined
below) into common shares have hindered the Company's initiatives.

         As a  consequence  on September  27,  1996,  the Company and one of its
subsidiaries,  Crop Genetics  International,  (collectively the "Debtors") filed
voluntary  petitions  for relief under  Chapter 11 of the  Bankruptcy  Code (the
"Filings") in order to protect themselves from their creditors.  The Debtors are
presently operating as debtors-in-possession  subject to the jurisdiction of the
United States  Bankruptcy  Court for the District of Maryland  (the  "Bankruptcy
Court").  Substantially  all  the  Debtors'  liabilities  as of the  date of the
Filings are subject to  resolution  under a plan of  reorganization  to be voted
upon by the Debtors'  creditors and shareholders and confirmed by the Bankruptcy
Court.  Schedules  have been  filed by the  Debtors  with the  Bankruptcy  Court
setting  forth the assets and  liabilities  of the Debtors as of the date of the
Filings as shown by the Debtors'  accounting  records.  Any differences  between
amounts shown by the Debtors and claims filed by creditors will be  investigated
and resolved.  The amount and settlement terms for any such disputed liabilities
are subject to approval by the  Bankruptcy  Court.  The  adjustment of the total
liabilities of the Debtors remains  subject to a Bankruptcy  Court approved plan
of reorganization,  and, accordingly,  the ultimate amount such liabilities will
be settled for is not presently  determinable.  Pursuant to bankruptcy  law, the
Debtors  presently  possess the exclusive right to file a plan of reorganization
through January 25, 1997.

         While under protection of Chapter 11, the Debtors may sell or otherwise
dispose of assets,  and liquidate or settle  liabilities  for amounts other than
those reflected in the accompanying consolidated financial statements. biosys is
actively pursuing  simultaneous  initiatives to sell, merge or otherwise dispose
of all or  part of its  assets  to  third  parties,  raise  debtor-in-possession
financing  or negotiate a financing  package to permit  emergence of the Company
from Chapter 11 in a reorganized  structure.  All such activities are subject to
the agreement of a plan of reorganization  with the approval and confirmation of
the Bankruptcy Court.

         If additional funds are raised by biosys through the issuance of equity
securities, securities convertible into or exercisable for equity securities, or
an equity  securities  exchange,  the  percentage  ownership of the then current
shareholders of biosys will be reduced. biosys may issue an additional series of
preferred  stock with rights,  preferences or privileges  senior to those of the
biosys  Common  Stock.   biosys  does  not  have  any  current   commitments  or
arrangements  to obtain  funding and there can be no assurance that any required
financing of biosys will be available on acceptable  terms, if at all. If all or
part of the business  assets of biosys are sold to third parties there can be no
assurance  that the proceeds  will be  sufficient  to meet the amounts  owing to
creditors or make  contributions to any shareholder.  Any inability of biosys to
propose an acceptable plan of  reorganization to the Bankruptcy Court may result
in the imposition of an alternative plan of  reorganization  proposed by a group
of creditors or shareholders,  or the forced liquidation of the Company's assets
by the Bankruptcy Court.

         Current  operations  are  being  funded  by the  use of  existing  cash
collateral  as governed by the periodic  agreement of the secured  creditors and
the authority of the Bankruptcy Court. On November 1, 1996, the Bankruptcy Court
granted  authority  to use  specifically  defined  funds to continue  operations
through  November 15, 1996.  Based on current  operating  levels,  excluding any
payment of  administrative  expenses  related to the Filings as discussed below,
the Company  believes it has sufficient  cash  resources to maintain  operations
through the end of 1996,  provided  Bankruptcy  Court approval is granted to use
such funds  through  that  period.  While  there can be no  assurance  as to the
availability  of, or Bankruptcy  Court approval to secure,  debtor-in-possession
financing,  receipt  of such  financing  would  extend  the  ability  to finance
operations  pending  submission of a plan of  reorganization.  Liabilities  from
debtor-in-possession financing may be accorded a priority for repayment ahead of
other   creditors.   The  foregoing   does  not   contemplate   payment  of  any
administrative  expenses  related to the Filings,  which are being incurred from
September 27, 1996 forward.  It is anticipated  that these costs,  which will be
significant, will be paid from the proceeds of any reorganization plan.

         In August  1996,  due to biosys'  failure to maintain $4 million of net
tangible assets as required by the NASD bylaws  governing  continued  listing on
the Nasdaq  National  Market,  biosys  received  notice from Nasdaq that biosys'
Common Stock was being delisted from the Nasdaq National Market.  biosys' Common
Stock is now traded by use of pink sheets in the Over-The-Counter market.

         On March 26,  1996,  biosys  completed  the sale of an aggregate of 780
shares of biosys Series A Convertible Redeemable Preferred Stock (the "Preferred
Shares") at $10,000 per share or an aggregate  purchase  price of $7.8  million,
which  resulted in net proceeds of $7.25  million after the payment of placement
fees of approximately $550,000, to a group of institutional accredited investors
in a private placement (the "Preferred Share Financing"). In connection with the
issuance of the Preferred Shares, warrants, exercisable over a five-year term at
an exercise  price of $6.75,  to purchase up to 80,889  shares of biosys  Common
Stock were issued to the placement agent and related parties.

         The  Preferred  Shares may be converted  into biosys  Common Stock at a
conversion  price  which is the lower of (i) $6.75,  or (ii) 85% of the  average
closing bid price for the five trading days prior to the date the investor gives
notice of  conversion.  The Preferred  Shares  principal  amount  accretes at an
annual rate of 8% payable in stock upon  conversion to biosys  Common Stock.  At
the current  depressed  share price of biosys  Common  Stock,  conversion of the
outstanding   Preferred   Shares  into  biosys  Common  Stock  would  result  in
significant  dilution to the current  shareholders of biosys. As a result of the
Filings,  conversions  of the  Preferred  Shares have been halted.  In addition,
biosys has violated the terms of the  agreements  governing the Preferred  Share
Financing  due to the  Filings.  The value to be  received by the holders of the
outstanding  Preferred Shares, if any, through principal repayment or conversion
to biosys Common Stock, is subject to resolution under a plan of  reorganization
to be voted upon by the Debtors' creditors and shareholders and confirmed by the
Bankruptcy Court.

         biosys  currently has a lease  financing  arrangement,  as amended most
recently  on August  13,  1996 for  existing  equipment  in the  amount of up to
$2,500,000,  subject  to  regular  monthly  repayment,  under  which  biosys had
approximately  $1,395,000  outstanding  as of  September  30,  1996 (the  "Lease
Financing").  As a result of the Filings,  biosys is in default  under the Lease
Financing.  However,  this  liability is subject to  resolution  under a plan of
reorganization  to be voted upon by the Debtors'  creditors and shareholders and
confirmed by the Bankruptcy Court. To the extent that this liability is secured,
it  may  be  repaid  prior  to  payment  of  any  unsecured   liabilities  in  a
reorganization plan.

         biosys had a working  capital  line of credit with a bank  entered into
during  1995,  as amended  most  recently  on May 13,  1996 (the "Line of Credit
Facility")  that allowed for borrowings of up to  $5,250,000.  On July 26, 1996,
$500,000  of the Line of Credit  Facility  was repaid and the bank agreed to the
continuation of the remaining  $3,500,000 of indebtedness  pursuant to the terms
of two secured  promissory  notes of $3,000,000 and $500,000  respectively,  and
preexisting  security  documentation (the "Loan Notes") as successor to the Line
of Credit Facility. The Loan Notes were originally due and payable on August 15,
1996 but were extended to September 30, 1996. As a result of the Filings, biosys
is in  default  under the Loan  Notes.  However,  this  liability  is subject to
resolution  under a plan of  reorganization  to be  voted  upon by the  Debtors'
creditors and shareholders and confirmed by the Bankruptcy  Court. To the extent
that this  liability  is  secured,  it may be  repaid  prior to  payment  of any
unsecured liabilities in a reorganization plan.

         The Loan Notes and the extension  thereof  required a commitment fee of
$12,400 and  issuance to the lender of  warrants to purchase  173,333  shares of
biosys  Common  Stock at an exercise  price of the lesser of $3 per share or the
lowest  closing  price per share of biosys  Common Stock during the existence of
the Loan Notes . In addition,  pre-existing  warrants to purchase 124,385 shares
of biosys Common Stock held by the bank were repriced to the same exercise price
as the warrants issued in connection with the Loan Notes.

         CGI has a credit facility (the "CGI Credit  Facility"),  as modified on
May 1, 1996, with First National Bank of Maryland  pursuant to which it received
$3,400,000  in debt  financing.  The CGI Credit  Facility is  guaranteed  by the
Maryland  Industrial  Development  Financing  Authority.  At September  30, 1996
approximately $2,449,000 was outstanding under this facility. As a result of the
Filings,  biosys is in default  under the CGI  Credit  Facility.  However,  this
liability is subject to resolution  under a plan of  reorganization  to be voted
upon by the Debtors'  creditors and shareholders and confirmed by the Bankruptcy
Court.  To the extent that this liability is secured,  it may be repaid prior to
payment of any unsecured liabilities in a reorganization plan.

         The Price  Waterhouse  LLP report dated March 29, 1996, on biosys' 1995
consolidated  financial statements,  contains an explanatory paragraph regarding
biosys' ability to continue as a going concern.

Merger Expenses
---------------

         Total costs  associated with the CGI and AgriDyne  mergers  amounted to
$4,976,000 as of September 30, 1996.  As of that date,  management  believes all
significant  merger,  severance and relocation costs related to the mergers have
been incurred.

         biosys'  management  believes  that the future cost  savings  which are
expected  to be  realized  from  the  consolidation  of the  companies,  and the
attendant elimination of duplicate employee positions, functions and facilities,
and the additional  product sales and  contribution  ultimately  will be greater
than the aggregate merger-related costs.

Capital Equipment Expenditures
------------------------------

         During the quarter  ended  September  30,  1996,  the Company  expended
approximately  $102,000  for pilot  plant,  capital  equipment,  furniture,  and
leasehold improvements.





                           PART II - OTHER INFORMATION
                           ---------------------------


Item 1   .        Legal Proceedings
                    None

Item 2.           Changes in Securities
                           (a)      None
                           (b)      In the event of any liquidation, dissolution
                                    or  winding  up  of  the   Company,   either
                                    voluntarily or involuntarily, the holders of
                                    the Company's  Series A Preferred  Stock are
                                    entitled  to   receive,   prior  to  and  in
                                    preference  to  any   distribution   to  the
                                    holders of the Company's  Common  Stock,  an
                                    amount per share equal to the sum of $10,000
                                    for  each  outstanding  share  of  Series  A
                                    Preferred Stock and an amount equal to 8% of
                                    the  original  issue price per annum for the
                                    period  that has  passed  since  the date of
                                    issuance of any Series A Preferred Stock.

Item 3.           Defaults Upon Senior Securities
                    None

Item 4.           Submission of Matters to Vote of Security Holders
                    None

Item 5.           Other Information
                    None

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

               2.1  Asset  Purchase  Agreement  among biosys,  inc.,  AgriSense,
                    Provesta  Corporation  and Dow  Corning  Enterprises,  Inc.,
                    dated April 30, 1993.  (6) 
               2.2  Agreement  and Plan of Merger  dated as of  December 8, 1994
                    among biosys,  inc.,  CGI Merger Co., Inc. and Crop Genetics
                    International Corporation. (9), (10)
               2.3  Agreement  and Plan of  Merger  dated as of April  28,  1995
                    among biosys,  inc., Ag Merger  Company,  Inc., and AgriDyne
                    Technologies, Inc. (13)
               2.4  Amendment to Agreement  and Plan of Merger,  dated August 1,
                    1995,  among biosys,  inc.,  Ag Merger  Company,  Inc.,  and
                    AgriDyne Technologies, Inc. (16)
               2.5  Second  Amendment  to  Agreement  and Plan of Merger,  dated
                    October 30, 1995,  among biosys,  inc.,  Ag Merger  Company,
                    Inc., and AgriDyne Technologies, Inc. (16)
               2.6  Third  Amendment  to  Agreement  and Plan of  Merger,  dated
                    November 16, 1995, among biosys, inc., Ag Merger Company,
                    Inc. and AgriDyne Technologies, Inc. (16)
               2.7  Fourth  Amendment  to  Agreement  and Plan of Merger,  dated
                    December 29, 1995,  among biosys,  inc., Ag Merger  Company,
                    Inc. and AgriDyne Technologies, Inc. (16)
               
               3.1  Agreement and Plan of Merger, dated May 11, 1994, containing
                    the Certificate of Incorporation of biosys, inc. (8)
               3.2  Bylaws of biosys, inc. (8)
               3.3  Certificate of Amendment of Certificate of  Incorporation of
                    biosys, inc., filed March 30, 1995. (16)
               3.4  Certificate of Amendment of Certificate of  Incorporation of
                    biosys, inc., filed March 15, 1996. (17)
               3.5  Certificate of Designation of Preferences and Rights of
                    Series A Preferred  Stock of biosys,  inc.,  filed March 22,
                    1996. (17)
               4.1  Series C Preferred Stock Purchase  Agreement between biosys,
                    inc. and certain investors dated December 23, 1991. (1)
              10.1  Master Lease Agreement dated August 14, 1991 between biosys,
                    inc.   and  Western   Technology   Investment   and  various
                    amendments to the Master Lease Agreement. (1)
              10.2  Master  Lease  Agreement  dated  December  29, 1988  between
                    biosys, inc. and John Hancock Leasing and various amendments
                    to the Master Lease Agreement. (1)
              10.3  Private  Label  Marketing  Agreement  dated  August  7, 1991
                    between biosys, inc. and Chevron Chemical Company. (1), (2)
              10.4  Private  Label  Marketing  Agreement  dated  March 26,  1991
                    between biosys, inc. and CIBA-GEIGY Corporation. (1), (2)
              10.5  Description of biosys' Sales Incentive Compensation 
                    Arrangements. (1)
              10.6  Form of Director and Officer Indemnification Agreement. (1)
              10.7  Distribution  Agreement  dated January 14, 1991 between 
                    biosys,  inc. and Dr. R. Maag. (1), (2)
              10.8  Toll Manufacturing  Agreement dated December 9, 1991 between
                    biosys, inc. and Archer-Daniels-Midland Company. (1), (2)
              10.9  Director and Consulting  Agreement between biosys,  inc. and
                    Thomas Parton dated July 9, 1991. (1)
             10.10  Director and Consulting  Agreement between biosys,  inc. and
                    Dr. Alexander Cross, D.Sc. dated January 30, 1990. (1)
             10.11  biosys First Amended and Restated 1987 Stock Option Plan.(3)
             10.12  Exclusive  Marketing  Agreement  dated April 6, 1992 between
                    biosys, inc. and CIBA-GEIGY Limited. (4), (5)
             10.13  Joint  Development   Agreement  effective  October  1,  1992
                    between biosys, inc. and Sandoz Agro, Inc. (4), (5)
             10.14  Contract  Manufacturing  Agreement  dated  December 2, 1993,
                    between  biosys,  inc. and  Archer-Daniels-Midland  Company.
                    (4), (7)
             10.15  Master  Equipment  Lease  Agreement dated as of December 21,
                    1994, between biosys,  inc. and Venture Lending and Leasing,
                    Inc. (10)
             10.16  Lease Schedule No. 8-001 to Master Equipment Lease Agreement
                    dated  December  23, 1994 between  biosys,  inc. and Venture
                    Lending and Leasing, Inc. (10)
             10.17  Warrant dated December 23, 1994 from biosys, inc. to Venture
                    Lending and Leasing,  Inc.(10)
             10.18  Security Agreement dated December 21, 1994, by biosys,  inc.
                    in favor of Venture Lending and Leasing, Inc. (10)
             10.19  Trademark  Collateral  Assignment  dated  December 21, 1994,
                    between biosys,  inc. and Venture Lending and Leasing,  Inc.
                    (10)
             10.20  Patent  Collateral   Assignment  dated  December  21,  1994,
                    between biosys,  inc. and Venture Lending and Leasing,  Inc.
                    (10)
             10.21  Letter dated  December 23, 1994,  between  Imperial Bank and
                    biosys, inc. (10)
             10.22  Letter  dated  December 20, 1994  between  biosys,  inc. and
                    Sandoz Agro, Inc. (10)
             10.23  Letter to biosys,  inc. from Joseph W. Kelly dated  December
                    7, 1994. (10)
             10.24  Letter to biosys,  inc. from Peter S. Carlson dated December
                    7, 1994. (10)
             10.25  Letter to biosys, inc. from James H. Davis dated December 6,
                    1994. (10)
             10.26  Proposal Letter dated March 21, 1995,  between biosys,  inc.
                    and Imperial Bank. (11)
             10.27  Security and Loan Agreement dated January 30, 1995,  between
                    biosys, inc. and Imperial Bank. (11)
             10.28  Warrant to Purchase  Stock dated  January 26, 1995,  between
                    biosys, inc. and Imperial Bank. (11)
             10.29  General Security  Agreement dated January 30, 1995,  between
                    biosys, inc. and Imperial Bank. (11)
             10.30  biosys,  inc.  Second Amended and Restated 1987 Stock Option
                    Plan, as amended December 7, 1994. (11)
             10.31  Agreement,  dated March 31, 1995,  between biosys,  inc. and
                    Joseph W. Kelly. (11)
             10.32  Agreement,  dated March 31, 1995,  between biosys,  inc. and
                    Peter S. Carlson (11).
             10.33  Agreement,  dated March 31, 1995,  between biosys,  inc. and
                    James H. Davis. (11).
             10.34  Amendment #1 to Master Equipment Lease Agreement dated March
                    29,  1995,  between  biosys,  inc.  and Venture  Lending and
                    Leasing, Inc. (11)
             10.35  Amendment #2 to Master  Equipment  Lease Agreement dated May
                    30,  1995,  between  biosys,  inc.  and Venture  Lending and
                    Leasing, Inc. (12)
             10.36  Modification  Agreement dated May 26, 1995,  between biosys,
                    inc.,  Crop  Genetics  International  Corporation,  Maryland
                    Industrial  Development  Financing Authority,  and the First
                    National Bank of Maryland. (12)
             10.37  Guaranty Agreement dated May 26, 1995, between biosys, inc.,
                    Crop Genetics International Corporation, Maryland Industrial
                    Development Financing Authority, and the First National Bank
                    of Maryland. (12)
             10.38  Pledge and Security  Agreement  dated May 26, 1995,  between
                    biosys,  inc.,  Crop  Genetics  International   Corporation,
                    Maryland Industrial Development Financing Authority, and the
                    First National Bank of Maryland. (12)
             10.39  Amendment #3 to Master  Equipment Lease Agreement dated July
                    25, 1995,  between  biosys,  inc.,  and Venture  Lending and
                    Leasing, Inc. (15)
             10.40  Amendment #1 to the Security and Loan  Agreement  dated July
                    21, 1995 between biosys, inc., and Imperial Bank. (15)
             10.41  Amendment  #2 to  the  Security  and  Loan  Agreement  dated
                    September 13, 1995 between biosys,  inc., and Imperial Bank.
                    (15)
             10.42  Warrant  dated  September  1, 1995,  from  biosys,  inc.  to
                    Imperial Bank. (15)
             10.43  Security  and Loan  Agreement,  dated  September  15,  1995,
                    between biosys, inc. and Imperial Bank. (15)
             10.44  Second Modification Agreement dated October 2, 1995, between
                    biosys,  inc.,  Crop  Genetics  International   Corporation,
                    Maryland Industrial Development Financing Authority, and the
                    First National Bank of Maryland. (15)
             10.45  Agreement,  dated September 15, 1995,  between biosys,  inc.
                    and Zeneca Limited. (4)(15)
             10.46  Amendment #3 to the Security and Loan  Agreement and Warrant
                    Agreement dated November 14, 1995 between  biosys,  inc. and
                    Imperial Bank. (16)
             10.47  Form of Convertible Promissory Note dated November 10, 1995.
                    (16)
             10.48  Placing  Agreement dated November 14, 1995,  between biosys,
                    inc. and Index Security S.A. (16)
             10.49  Amendment  #4 to  Master  Equipment  Lease  Agreement  dated
                    November 14, 1995 between  biosys,  inc. and Venture Lending
                    and Leasing, Inc. (16)
             10.50  Supply  and  Marketing  Agreement  dated  November  7,  1995
                    between biosys,  inc. and International  Specialty Products.
                    (16)
             10.51  Common  Stock  Purchase  Agreement  dated  December 22, 1995
                    among biosys, inc. and certain investors. (16)
             10.52  Amendment #4 to the Security and Loan and Warrant  Agreement
                    dated  December 20, 1995 between  biosys,  inc. and Imperial
                    Bank. (16)
             10.53  Amendment #5 to the Master  Equipment  Lease Agreement dated
                    December 20, 1995 between  biosys,  inc. and Venture Lending
                    and Leasing, Inc. (16)
             10.54  Letter  Agreement  dated as of November  30, 1995 among Crop
                    Genetics International  Corporation,  biosys, inc., Maryland
                    Industrial  Development  Financing Authority,  and the First
                    National Bank of Maryland. (16)
             10.55  Letter  Agreement  dated as of  December  5, 1995 among Crop
                    Genetics International  Corporation,  biosys, inc., Maryland
                    Industrial  Development  Financing  Authority  and the First
                    National Bank of Maryland. (16)
             10.56  Form of Regulation D  Subscription  Agreements  entered into
                    March  22,  1996  between  biosys,  inc.  and the  investors
                    executing such Agreements (the "Investors). (17)
             10.57  Form of Registration  Rights  Agreement,  entered into March
                    22, 1996, among biosys,  inc., Swartz  Investments,  LLC and
                    the Investors. (17)
             10.58  Warrants,  dated March 21, 1996 from biosys, inc. to certain
                    holders named therein. (17)
             10.59  Letter  Agreement  dated as of January  31,  1996 among Crop
                    Genetics International  Corporation,  biosys, inc., Maryland
                    Industrial  Development  Financing Authority,  and the First
                    National Bank of Maryland. (17)
             10.60  Letter  Agreement  dated as of March 15,  1996,  among  Crop
                    Genetics International  Corporation,  biosys, inc., Maryland
                    Industrial  Development  Financing Authority,  and the First
                    National Bank of Maryland. (17)
             10.61  Amendment #5 to the Security and Loan and Warrant  Agreement
                    dated February 9, 1996,  between  biosys,  inc. and Imperial
                    Bank. (17)
             10.62  Amendment #6 to the Security and Loan and Warrant  Agreement
                    dated March 12,  1996,  between  biosys,  inc.  and Imperial
                    Bank. (17)
             10.63  Amendment #6 to the Master  Equipment  Lease Agreement dated
                    January 15, 1996,  between biosys,  inc. and Venture Lending
                    and Leasing, Inc. (17)
             10.64  Amendment #7 to the Master  Equipment  Lease Agreement dated
                    February 29, 1996, between biosys,  inc. and Venture Lending
                    and Leasing, Inc. (17)
             10.65  Letter  Agreement  dated  as of April 1,  1996,  among  Crop
                    Genetics International  Corporation,  biosys, inc., Maryland
                    Industrial Development Financing Authority, and
                    the First National Bank of Maryland. (18)
             10.66  First Amendment to Contract Manufacturing  Agreement between
                    biosys, inc. and Archer-Daniels-Midland Company. (18)
             10.67  Sub-Lease  Agreement  between  biosys,  inc.,  Crop Genetics
                    International Corporation, and Gene Logic, Inc. dated May 2,
                    1996. (18)
             10.68  Third  Modification  Agreement  dated May 1,  1996,  between
                    biosys,  inc.,  Crop  Genetics  International   Corporation,
                    Maryland Industrial Development Financing Authority, and the
                    First National Bank of Maryland. (18)
             10.69  Amendment #7 to the Security and Loan and Warrant  Agreement
                    dated May 13, 1996, between biosys,  inc. and Imperial Bank.
                    (18)
             10.70  Amendment #8 to the Master  Equipment  Lease Agreement dated
                    May 13, 1996,  between biosys,  inc. and Venture Lending and
                    Leasing, Inc. (18)
             10.71  $3,000,000 Note dated June 5, 1996, between biosys, inc. and
                    Imperial Bank.(19)
             10.72  $500,000 Note dated July 26, 1996, between biosys,  inc. and
                    Imperial Bank. (19)
             10.73  Amendment #9 to the Master  Equipment  Lease Agreement dated
                    August 13, 1996,  between  biosys,  inc. and Venture Lending
                    and Leasing, Inc. (19)
             10.74  Letter  Agreement  dated  as of  August  13,  1996,  between
                    biosys, inc. and Imperial Bank
             11.1   Statement regarding computation of net loss per share.
             21.1   Subsidiaries of biosys. (17)
--------------------
(1)       Filed as an exhibit to biosys' Registration Statement on Form S-1 (No.
          33-45100  filed  January  15,  1992),  and   incorporated   herein  by
          reference.
(2)       Portions of this exhibit have been omitted (which  omissions have been
          circled  in  the  filed  exhibits)  and  filed   separately  with  the
          Commission  along with a request for  confidential  treatment  of such
          portions  pursuant to Rule 406 under the  Securities  Act of 1933,  as
          amended.
(3)       Compensatory Plan.
(4)       Portions of this exhibit have been omitted (which  omissions have been
          circled  in  the  filed  exhibits)  and  filed   separately  with  the
          Commission  along with a request for  confidential  treatment  of such
          portions  pursuant to Rule 24b-2 under the Securities  Exchange Act of
          1934, as amended.
(5)       Filed as an exhibit to biosys'  Annual  Report on Form 10-K filed with
          the  Commission  on  March  31,  1993,  and  incorporated   herein  by
          reference.
(6)       Filed as an exhibit to biosys'  current  Report on Form 8-K filed with
          the Commission on May 13, 1993, and incorporated herein by reference.
(7)       Filed as an exhibit to biosys'  Annual  Report on Form 10-K filed with
          the  Commission  on  March  30,  1994,  and  incorporated   herein  by
          reference.
(8)       Filed as an exhibit to biosys' Form 10-Q filed with the  Commission on
          August 10, 1994, and incorporated herein by reference.
(9)       Filed as an exhibit to biosys'  Current Report on Form 8-K, filed with
          the Commission on December 20, 1994, and incorporated herein by
          reference.
(10)      Filed as an exhibit to biosys' Registration Statement on Form S-4 (No.
          33-89498)  filed  with  the  Commission  on  February  13,  1995,  and
          incorporated herein by reference.
(11)      Filed as an exhibit to biosys'  Annual  Report on Form 10-K filed with
          the  Commission  on  March  31,  1995,  and  incorporated   herein  by
          reference.
(12)      Filed as an exhibit to biosys' Form 10-Q filed with the  Commission on
          May 12, 1995, and incorporated herein by reference.
(13)      Filed as an exhibit to biosys'  Current Report on Form 8-K, filed with
          the Commission on May 5, 1995, and incorporated herein by reference.
(14)      Filed as an exhibit to biosys' Form 10-Q filed with the  Commission on
          August 14, 1995, and incorporated herein by reference.
(15)      Filed as an exhibit to biosys' Form 10-Q filed with the  Commission on
          November 14, 1995, and incorporated herein by reference.
(16)      Filed as an exhibit to biosys' Registration Statement on Form S-4 (No.
          33-00496)  filed  with  the  Commission  on  February  13,  1996,  and
          incorporated herein by reference.
(17)      Filed as an exhibit to biosys'  Annual  Report on Form 10-K filed with
          the Commission on April 1, 1996, and incorporated herein by reference.
(18)      Filed as an exhibit to biosys' Form 10-Q filed with the  Commission on
          May 15, 1996, and incorporated herein by reference.
(19)      Filed as an exhibit to biosys' Form 10-Q filed with the  Commission on
          August 14, 1996, and incorporated herein by reference.

B.       REPORTS ON FORM 8-K:

         There  were no  reports  on Form 8-K filed  during  the  quarter  ended
         September 30, 1996.



<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.




                                  biosys, inc.




Date:          November 14, 1996    By:      /s/ Michael R.N. Thomas
      ----------------------------       ---------------------------
                                                 Michael R.N. Thomas
                                                 Vice President and
                                                 Chief Financial Officer
                                                 (Principal Financial and
                                                 Accounting Officer)




<PAGE>



                                  EXHIBIT 11.1


                                  biosys, inc.


                      COMPUTATION OF NET LOSS PER SHARE (1)




                          For the Three Months Ended  For the Nine Months Ended
                                September 30,                  September 30,
                               1996         1995          1996          1995
                               ----         ----          ----          ----

Net loss                   $(2,851,000) $(3,975,000) $(14,395,000) $(13,821,000)
                           ===========  ===========  ============  ============

Weighted average shares
outstanding:
   Common stock              7,868,686    4,705,306     7,105,633     4,506,980

Net loss per share         $     (0.36) $     (0.84) $      (2.03) $      (3.07)
                           ===========  ===========  ============  ============


--------------------------

         (1)    This Exhibit should be read in conjunction  with Note 7 of Notes
                to Consolidated Financial Statements.