SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

                      For the quarter ended March 31, 1999

                                       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 000-23531



                                  AGRITOPE, INC

             (Exact name of Registrant as specified in its charter)



        DELAWARE                                         93-0820945
(State of incorporation)                    (I.R.S. Employer Identification No.)

16160 SW Upper Boones Ferry Road
        Portland, Oregon                                       97224-7744
(Address of principal executive offices)                       (Zip code)

                                  (503) 670-7702
              (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 [ ]

     Number of shares of Registrant's Common Stock, $.01 par value,  outstanding
as of March 31, 1999: 4,065,758



<PAGE>


                               AGRITOPE, INC.

                        PART I. FINANCIAL INFORMATION

                                                                       Page No.
                                                                       --------


ITEM 1.  FINANCIAL STATEMENTS

     Condensed Consolidated Balance Sheets
         as of March 31, 1999 and September 30, 1998                           3

     Condensed Consolidated Statements of Operations
         for the three and six months ended March 31, 1999 and 1998            4

     Condensed Consolidated Statements of Changes in Stockholders' Equity
         for the six months ended March 31, 1999                               5

     Condensed Consolidated Statements of Cash Flows
         for the six months ended March 31, 1999 and 1998                      6

     Notes to Condensed Consolidated Financial Statements                      7


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS                                             8



                           PART II. OTHER INFORMATION

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  11

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                     11



<PAGE>

AGRITOPE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                      3/31/99             9/30/98
                                                                                  (Unaudited)
ASSETS
<S>                                                                             <C>                    <C>
Current assets
Cash and cash equivalents                                                        $  1,995,202          $  3,904,087
Trade accounts receivable, net                                                         90,687             1,033,860
Other accounts receivable                                                             182,586               124,690
Inventories (Note 2)                                                                4,730,293             3,289,172
Prepaid expenses                                                                      154,150               172,196
                                                                                 ------------          ------------
                                                                                    7,152,918             8,524,005

Property and equipment, net                                                         3,826,608             4,100,804
Patents and proprietary technology, net                                             1,858,417             1,736,998
Other assets and deposits                                                              14,136                28,519
                                                                                 ------------          ------------
                                                                                  $12,852,079           $14,390,326

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable                                                                 $    338,368          $    178,171
Current portion of long-term debt                                                       4,576                 4,255
Current portion of long-term lease liability                                          288,878               358,404
Deposits on customer orders                                                         1,447,972               599,944
Salaries, benefits and other accrued liabilities                                      595,460               499,313
                                                                                 ------------          ------------
                                                                                    2,675,254             1,640,087

Long-term portion of installment notes payable                                          7,653                10,238
Long-term lease liability, less current portion                                             -               115,785
Minority interest in consolidated subsidiaries                                      1,461,563             1,613,977
                                                                                 ------------          ------------
                                                                                    4,144,470             3,380,087

Commitments and contingencies                                                               -                     -

Stockholders' equity
Preferred Stock, $.01 par value- 10,000,000 shares authorized
 214,285 shares issued and outstanding                                                  2,143                 2,143
Common Stock, $.01 par value- 30,000,000 shares authorized
 4,065,758 and 4,050,150 issued and outstanding, respectively                          40,657                40,502
Additional paid-in capital                                                         57,615,098            57,386,675
Accumulated deficit                                                               (48,950,289)          (46,419,081)
                                                                                 ------------          ------------
                                                                                    8,707,609            11,010,239

                                                                                  $12,852,079           $14,390,326
</TABLE>

                                      3
<PAGE>


AGRITOPE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                       3/31/99           3/31/98          3/31/99           3/31/98
<S>                                                <C>                 <C>            <C>               <C>
Revenues
Product sales                                      $   260,340       $   179,780      $   334,534       $   182,057
Grants and contracts                                   163,852            57,801          324,742            71,815
                                                   -----------       -----------      -----------       -----------
                                                       424,192           237,581          659,276           253,872
Costs and expenses

Product costs                                          243,912           160,362          345,010           168,664
Research and development costs                         752,063           550,350        1,451,931         1,075,292
Selling, general and administrative expenses           936,698           769,668        1,811,974         1,610,034
                                                   -----------       -----------      -----------       -----------
                                                     1,932,673         1,480,380        3,608,915         2,853,990

Loss from operations                                (1,508,481)       (1,242,799)      (2,949,639)       (2,600,118)

Other income (expense), net
Interest income                                         25,037            93,326           93,668            93,867
Interest expense                                          (198)             (265)            (415)             (545)
Other, net                                             176,400                 -          172,764             3,597
                                                   -----------       -----------      -----------       -----------
                                                       201,239            93,061          266,017            96,919

Minority interest in subsidiary net loss               $35,344          $127,603         $152,414          $254,697

Net loss                                           $(1,271,898)      $(1,022,135)     $(2,531,208)      $(2,248,502)

Net loss per share (basic and diluted)                  $(0.31)           $(0.25)          $(0.62)           $(0.67)

Weighted average number of
     shares outstanding                              4,059,992         4,034,510        4,055,071         3,370,026
</TABLE>


                                      4
<PAGE>


AGRITOPE, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>

                                                        SHARES                 AMOUNT               ADDITIONAL      ACCUMULATED
                                                 PREFERRED    COMMON     PREFERRED     COMMON    PAID-IN CAPITAL      DEFICIT
<S>                                                <C>       <C>          <C>          <C>           <C>           <C>
Balances at September 30, 1998                     214,285   4,050,150    $2,143       $40,502       $57,386,675    (46,419,081)
Common stock issued
   as compensation                                       -      15,608         -           155            25,951              -
Compensation expense
   for stock option grants                               -           -         -             -           213,780              -
Equity issuance costs                                    -           -         -             -           (11,308)             -
Net loss for the period                                  -           -         -             -                 -     (2,531,208)
                                              ----------------------------------------------------------------------------------
Balances at March 31, 1999                         214,285   4,065,758    $2,143       $40,657       $57,615,098   $(48,950,289)

</TABLE>
                                      5

<PAGE>


<TABLE>
<CAPTION>

AGRITOPE, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

                                                                                         SIX MONTHS ENDED
                                                                                      3/31/99               3/31/98
<S>                                                                            <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                       $   (2,531,208)         $ (2,248,502)
Adjustments to reconcile net loss
   to net cash used in operating activities:
Depreciation and amortization                                                         655,685               422,573
Loss on sale of property                                                                3,637                 1,404
Common stock issued as compensation for services                                       26,106                12,668
Compensation expense for stock option grants                                          213,780               103,140
Minority interest in subsidiary operating results                                    (152,414)             (254,697)
Decrease in accounts receivable                                                       885,277               439,700
Increase in inventories                                                            (1,441,121)           (2,040,081)
(Increase) decrease in prepaid expenses                                                18,046               (56,564)
(Increase) decrease in other assets and deposits                                       14,383               (13,802)
Increase in accounts payable and accrued liabilities                                  256,344               154,275
Increase in deposits on customer orders                                               848,028               681,759
Other, net                                                                                  -                11,208
                                                                               --------------          ------------
   Net cash used in operating activities                                           (1,203,457)           (2,786,919)

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment                                                  (252,723)             (777,538)
Proceeds from sale of property                                                            900                 9,683
Expenditures for patents and proprietary technology                                  (254,722)             (294,248)
                                                                               --------------          ------------
   Net cash used in investing activities                                             (506,545)           (1,062,103)

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on long-term debt                                                   (2,264)               (2,134)
Payments on long-term lease liability                                                (185,311)             (133,539)
Proceeds from issuance of stock                                                             -             9,813,326
Equity issuance costs                                                                 (11,308)                    -
Cash contribution from Epitope, Inc.                                                        -             1,248,140
                                                                               --------------          ------------
   Net cash provided (used) by financing activities                                  (198,883)           10,925,793

Net increase (decrease) in cash and cash equivalents                               (1,908,885)            7,076,771
Cash and cash equivalents at beginning of period                                    3,904,087                 4,384
                                                                               --------------          ------------
Cash and cash equivalents at end of period                                     $    1,995,202          $  7,081,155
</TABLE>

                                      6

<PAGE>


AGRITOPE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1     THE COMPANY

Agritope,  Inc. (the "Company" or "Agritope")  is an  Oregon-based  agricultural
biotechnology  company  that  develops  improved  plant  products  and  provides
technology  to  the   agricultural   industry.   Through  its  64  percent-owned
subsidiary,  Vinifera,  Inc.  ("Vinifera"),  Agritope  is  also  engaged  in the
business of propagating,  growing,  and  distributing  grapevine  plants.  Until
December 30,  1997,  Agritope was a wholly  owned  subsidiary  of Epitope,  Inc.
("Epitope").

The condensed  consolidated  financial statements included herein are unaudited;
however, in the opinion of management, the interim data include all adjustments,
consisting  only  of  normal  recurring   adjustments,   necessary  for  a  fair
presentation of the financial position and results of operations for the interim
periods.  These condensed  consolidated  financial  statements should be read in
conjunction  with the full year financial  statements and notes thereto included
in the Company's 1998 Annual Report on Form 10-K.  Results of operations for the
three-month  and  six-month  periods  ended March 31,  1999 are not  necessarily
indicative of the results of operations expected for the full fiscal year.

In June 1998, the FASB issued  Statement of Financial  Accounting  Standards No.
133,  "Accounting  for Derivative  Instruments  and Hedging  Activities"  ("SFAS
133"), which establishes  accounting and reporting  standards for all derivative
financial  instruments.  SFAS 133 is effective for fiscal years  beginning after
June 15, 1999.  The Company does not have any derivative  financial  instruments
and, accordingly,  the adoption of SFAS 133 will have no impact on the Company's
financial position or results of operations.

NOTE 2     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS  OF  PRESENTATION.   The  accompanying  condensed  consolidated  financial
statements of Agritope include the assets, liabilities, revenues and expenses of
Agritope and its  subsidiaries.  All significant  intercompany  transactions and
balances have been eliminated. Certain prior year amounts have been reclassified
to conform to current year presentation.

INVENTORIES.  Inventories  consisted  principally of growing grapevine plants at
Vinifera. The components of inventory are summarized as follows:

                                                    3/31/99              9/30/98
                                                 (Unaudited)
Operating supplies                               $  106,342           $  142,900
Work-in process                                   1,835,641              128,374
Finished goods                                    2,788,310            3,017,898
                                                 ----------           ----------
                                                 $4,730,293           $3,289,172


NET LOSS PER SHARE. Basic and diluted loss per share has been computed using the
weighted average number of shares of common stock outstanding during the period.
The following  potentially  dilutive  securities  are excluded from net loss per
share calculations as their effect would have been antidilutive:


                                                    3/31/99              3/31/98
Options to purchase common stock                  1,728,928            1,419,664
Warrants to purchase common stock                   583,333              583,333
Convertible preferred stock                         214,285              214,285
                                                 ----------           ----------
                                                  2,526,546            2,217,282


                                      7
<PAGE>


ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS

The following discussion of operations and financial condition should be read in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included in the Company's 1998 Annual Report on Form 10-K and with the financial
statements and notes thereto included in this Form 10-Q.

CERTAIN  STATEMENTS  SET FORTH  BELOW  CONSTITUTE  "FORWARD-LOOKING  STATEMENTS"
WITHIN THE MEANING OF THE PRIVATE SECURITIES  LITIGATION REFORM ACT OF 1995. THE
FORWARD-LOOKING  STATEMENTS  INVOLVE KNOWN AND UNKNOWN RISKS,  UNCERTAINTIES AND
OTHER FACTORS THAT MAY CAUSE THE ACTUAL RESULTS,  PERFORMANCE OR ACHIEVEMENTS OF
THE  COMPANY OR  INDUSTRY  RESULTS TO BE  MATERIALLY  DIFFERENT  FROM ANY FUTURE
RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING
STATEMENTS.  WITH  RESPECT TO THE  COMPANY,  THESE  FACTORS  INCLUDE ITS LIMITED
INDEPENDENT  OPERATING  HISTORY;  UNCERTAINTY  OF  ADDITIONAL  FUNDING;  LOSS OR
IMPAIRMENT   OF  SOURCES  OF  CAPITAL;   DEPENDENCE   ON   STRATEGIC   PARTNERS;
UNCERTAINTIES RELATING TO PATENTS AND PROPRIETARY INFORMATION; DEPENDENCE ON KEY
PERSONNEL; TECHNOLOGICAL CHANGE AND COMPETITION;  UNCERTAINTIES AS TO ACCEPTANCE
OF GENETICALLY ENGINEERED PRODUCTS;  CHANGES IN LAWS OR REGULATIONS;  AS WELL AS
THE OTHER FACTORS DISCUSSED IN EXHIBIT 99 TO THE COMPANY'S 1998 ANNUAL REPORT ON
FORM 10-K, WHICH IS HEREBY INCORPORATED BY REFERENCE. GIVEN THESE UNCERTAINTIES,
READERS  ARE  CAUTIONED  NOT TO  PLACE  UNDUE  RELIANCE  ON THE  FORWARD-LOOKING
STATEMENTS. AGRITOPE DOES NOT INTEND TO UPDATE ANY FORWARD-LOOKING STATEMENTS.

Agritope,  Inc. (the  "Company" or "Agritope")  consists of two units:  Agritope
Research and Development and Vinifera, Inc. ("Vinifera").  Agritope Research and
Development uses  biotechnology  in the development of new plant  varieties.  To
date, Agritope has not completed  commercialization of its technology. A portion
of the research and development efforts conducted by Agritope has been performed
under  various  research  grants  and  contracts.  Vinifera  is  engaged  in the
grapevine propagation and distribution business.

RECENT DEVELOPMENTS


GENE DISCOVERY  PROGRAM.  In February 1999, the Company entered into a letter of
intent with Rhone-Poulenc  Plant and Animal Health, a division of Rhone-Poulenc,
S.A.,  to  establish  a joint  venture to conduct a  research,  development  and
commercialization  program in the field of functional genomics.  Representatives
of Agritope and Rhone-Poulenc  are currently  engaged in negotiations  regarding
the terms of definitive agreements for the proposed joint venture.

The  proposed  venture  will  identify,  develop and  commercialize  novel genes
expected to be discovered  under a program called the ACTTAG (TM) Gene Discovery
Program. Under the ACTTAG program, The Salk Institute of San Diego,  California,
the   University  of  Edinburgh,   Scotland  and  Agritope  will  each  generate
genetically  modified  seeds that will be screened  for a wide variety of traits
such as disease resistance, insect resistance, new morphologies,  abiotic stress
tolerance,  improved flowering  characteristics,  herbicide  targets,  herbicide
tolerance and improved nutritional qualities.

Agritope  will  contribute  technology,   research  facilities,   personnel  and
expertise  related to the ACTTAG  Gene  Discovery  Program.  Rhone-Poulenc  will
contribute $20 million in specific  research  funding over five-years as well as
research   facilities,   personnel,   expertise   and   complementary   genomics
capabilities. Agritope and Rhone-Poulenc will each own 50% of the joint venture.
The joint venture will actively seek additional agreements with third parties to
fund projects in return for grants of rights to discoveries in defined fields or
territories.

VINIFERA,  INC. In February 1999,  the Company  announced that it had decided to
sell its controlling  interest in Vinifera.  Certain minority  shareholders have
signed letters of intent pursuant to which minority  ownership of Vinifera would
increase  from 36% to  approximately  50%.  The terms of the  letters  of intent
provide for the minority  shareholders  to purchase  shares of Vinifera  capital
stock  from  Agritope  for cash  paid over a  three-year  period.  In  addition,
Vinifera would  immediately  replace a working capital line of credit  currently
provided  by  Agritope  with a bank line of  credit,  guaranteed  by a  minority
shareholder. While there can be no assurance that the proposed transactions will


                                       8
<PAGE>

be completed,  the Company intends to complete such  transactions in the quarter
ended June 30, 1999. The Company is also engaged in additional  discussions with
prospective  investors  that would  further  reduce its  ownership  in  Vinifera
through transactions similar to the one described above.

SBIR GRANT.  In April 1999,  Agritope  was awarded a Phase I grant by the United
States  Department of  Agriculture  Cooperative  State  Research,  Education and
Extension  Service under the Small Business  Innovation  Research  Program.  The
award will provide $65,000 over a five-month  period to fund a research  program
regarding  development  of resistance in red raspberry to raspberry  bushy dwarf
virus.


RESULTS OF OPERATIONS

REVENUES.  Total revenues amounted to $424,000 and $659,000,  respectively,  for
the  three-month  and six-month  periods ended March 31, 1999,  representing  an
increase of $186,000 and $405,000,  respectively, over revenues recorded for the
corresponding periods in the prior fiscal year, as summarized below:

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31 (IN THOUSANDS, EXCEPT %)             1999                        1998
                                                          Dollars    Percent         Dollars   Percent
<S>                                                          <C>        <C>             <C>       <C>
Product sales-
Grape plant sales                                            $ 260       61%            $ 180      76%

Grants and contracts                                           164       39                58      24
                                                              -----     ---              ----     ---
                                                             $ 424      100%            $ 238     100%

SIX MONTHS ENDED MARCH 31 (IN THOUSANDS, EXCEPT %)               1999                        1998
                                                          Dollars    Percent         Dollars    Percent
Product sales-
Grape plant sales                                            $ 334       51%            $ 182      72%

Grants and contracts                                           325       49                72      28
                                                              -----     ---              ----     ---
                                                             $ 659      100%            $ 254     100%
</TABLE>

Vinifera's sales of grapevines increased $80,000 (45%) and $152,000 (84%) in the
second quarter and first six months of fiscal 1999, respectively, as compared to
the second  quarter and first  six-months of fiscal 1998.  Vinifera's  sales are
highly seasonal and generally  occur in the spring and summer planting  seasons.
However,  unseasonable  weather  conditions  caused  certain  customers to delay
orders that were  originally  scheduled for delivery in fiscal 1998. The delayed
orders were either  deferred to the  1999 planting  season or  delivered  in the
quarter  ended March 31, 1999.  As of March 31,  1999,  Vinifera had firm orders
totaling  $2.9  million  for  delivery in the spring and summer of 1999 and $0.7
million for delivery in the spring and summer of 2000 compared to firm orders of
$2.7 million as of March 31, 1998  scheduled  for delivery in the 1998  planting
season and $0.8 million for delivery in 1999.

RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses amounted to
$752,000 and $1.5  million,  respectively,  for the quarter and six months ended
March 31, 1999,  representing  increases of $202,000  (37%) and $377,000  (35%),
respectively, over the corresponding prior-year periods. The higher research and
development  costs in the second  quarter  of fiscal  1999  reflected  increased
efforts to develop and propagate crops containing  Agritope's  patented ethylene
control  technology and stepped-up  research efforts to explore the potential of
certain genes obtained from the Salk  Institute.  Rent,  depreciation  and other
costs of occupancy  also increased as a result of the Company's move to expanded
quarters in March 1998.


                                       9
<PAGE>

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative   expenses   increased  by  $167,000  (22%)  and $202,000  (13%),
respectively,  in the three-month and six-month  periods ended March 31, 1999 as
compared to the  corresponding  periods ended March 31, 1998.  Major  components
accounting for the net increase included increased  compensation expense related
to amortization of expense for stock options granted in December 1997, increased
sales  expenses at Vinifera and  increased  legal fees related to the  Company's
proposed gene discovery program. Rent, depreciation and other costs of occupancy
also increased as a result of the Company's  move to expanded  quarters in March
1998.  The increases were  partially  offset by decreases in other  professional
fees and travel  expenses due to the fact that  expenses in the first quarter of
the prior year included  non-recurring  fees and expenses incurred in connection
with the transition from operating as a wholly owned  subsidiary to operating as
an independent public company.

OTHER INCOME  (EXPENSE),  NET.  Interest  income  decreased for the quarter from
$93,000 in the quarter  ended  March 31,  1998 to $25,000 for the quarter  ended
March 31, 1999 due to a corresponding decrease in cash available for investment.
In March 1999,  Vinifera  received a one-time payment of $170,000,  representing
reimbursement   for  certain  expenses   incurred  in  prior  years  to  explore
establishment  of a grapevine  nursery  business in Spain in cooperation  with a
minority shareholder of Vinifera. Vinifera ultimately decided to discontinue its
participation and was reimbursed for expenses it incurred for the benefit of the
venture.


LIQUIDITY AND CAPITAL RESOURCES

                                                   3/31/99               9/30/98
Cash and cash equivalents                       $1,995,202            $3,904,087
Working capital                                  4,477,664             6,883,918

As of March 31, 1999,  Agritope had working capital of $4.5 million, as compared
to working capital of $6.9 million at September 30, 1998.  During the six months
ended March 31, 1999,  expenditures  for property and equipment  were  $253,000,
principally for greenhouse  improvements and expansion of grapevine  propagation
blocks  at  Vinifera.   The  Company  also  expended  $255,000  for  proprietary
technology  related to its patent portfolio.  For the six-months ended March 31,
1999,  Vinifera  used  internally  generated  cash from  collection  of accounts
receivable  and  deposits  on  future  orders  to fund  operations  and  capital
expenditures.  Agritope's  cash  requirements  for  the  six-month  period  were
supplied primarily from cash reserves supplemented by collection of $243,000 for
research   funding  from   government   agencies  and  Vilmorin   Clause  &  Cie
("Vilmorin"), a research partner.

Historically,  Agritope's  requirements  for  operations,  working  capital  and
business  expansion  have been funded by receipts of cash from its former parent
company,  Epitope,  Inc.,  supplemented  by $5.4  million  principal  amount  of
convertible   notes,  $3.5  million  of  investments  in  Vinifera  by  minority
shareholders,  $9.9  million net  proceeds  from  private  placements  of equity
securities  and $1.2  million  in  funding  from  strategic  partners  and other
research  grants.  On December 1, 1997,  in  anticipation  of its spin-off  from
Epitope,  Agritope  assumed  responsibility  for funding its future  activities.
During  the  quarter  ended  December  31,  1997,  Agritope  received  a capital
contribution of $1.2 million from Epitope to fund cash  requirements  during the
months of October and November 1997, and Epitope advanced  $917,000 for December
cash requirements. The advance was repaid in January 1998.

On December 30, 1997, Epitope distributed 100% of Agritope's  outstanding common
stock to  shareholders  of Epitope.  On December  31,  1997,  Agritope  sold 1.3
million shares of common stock in a private placement  transaction at a price of
$7 per share for aggregate proceeds of $9.4 million.  In January 1998,  Agritope
sold 214,285  shares of Series A Preferred  Stock at a price of $7 per share for
aggregate  proceeds of $1.5  million and repaid to Epitope  $976,000 of advances
for cash requirements after December 1, 1997.

Agritope  expects to  continue  to  require  significant  funds to  support  its
operations and research  activities.  It intends to utilize cash reserves,  cash
generated from sales of products,  research funding from strategic  partners and
other research grants to provide the necessary funds.  Agritope may also receive
additional funds from the sale of equity securities.  Additional capital may not
be  available  on  acceptable  terms,  if at all,  and the failure to raise such
capital would have a material adverse effect on Agritope's  business,  financial
condition, and results of operations.


                                       10
<PAGE>

In the quarter ended June 30, 1999, the Company  expects to earn  reimbursements
totaling  $208,000  for  research  projects  funded by  Vilmorin.  In  addition,
Vilmorin  has advised  management  that it intends to fund  additional  projects
totaling  $400,000 for work to be performed  from July 1, 1999 to June 30, 2000.
The Company also expects to complete  work in the remainder of 1999 for which it
will be reimbursed $346,000 under its matching grant from the National Institute
of Standards and Technology.

Agritope  has  completed a Year 2000 review of its  systems  and  procedures  to
determine  the costs and risks  related to the Year 2000 date  conversion.  As a
result of this review, the Company believes that it will not incur material Year
2000 remedial costs and that its operations  will not be materially  affected by
the  Year  2000  conversion,  and as a  consequence  it has  not  established  a
contingency plan.


                           PART II. OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The company  held its Annual  Meeting of  Stockholders  on February 22,
         1999. Voting shareholders took the following actions at the meeting:

         1.   The common  stockholders  voted to elect the  following  nominees
              to the Company's  Board of Directors to serve as Class 2 Directors
              until the 2002 Annual Meeting

                                                  Votes for       Votes Withheld
              W. Charles Armstrong                3,709,665       40,837
              James T. King                       3,710,285       40,217
              Roger L. Pringle                    3,709,825       40,677

         2.   The Series A Preferred  shareholder  voted to elect the  following
              nominee to serve on the  Company's  Board of  Directors  until the
              2000 Annual Meeting.
                                                  Votes for       Votes Withheld
              Pierre Lefebvre                     214,285         None

         There were no  abstentions  or broker  non-votes with respect to either
         proposal.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits
         (27) Financial Data Schedule

(b)      Reports on Form 8-K
         None.


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<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.



                                    AGRITOPE, INC.


May 14, 1999                         /s/ ADOLPH J. FERRO
-----------------                   --------------------
Date                                Adolph J. Ferro
                                    Chairman, President, Chief Executive Officer
                                    and Director
                                    (PRINCIPAL EXECUTIVE OFFICER)




May 14, 1999                        /s/ GILBERT N. MILLER
-----------------                   ----------------------
Date                                Gilbert N. Miller
                                    Executive Vice President, Chief Financial
                                    Officer and Director
                                    (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)


                                      12
<PAGE>


                                  EXHIBIT INDEX

EXHIBIT                         DESCRIPTION

27.                             Financial Data Schedule



                                      13