SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-Q/A
                                (Amendment No. 1)

This  Amendment  No.  1 is  submitted  to  amend a column  title  under  Item 1.
Financial  Information,  Note 2, Summary of Significant  Accounting Policies, on
page 8 of the original Quarterly Report on Form 10-Q filed on February 16, 1999.


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

                     For the quarter ended December 31, 1998

                                       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 December 31, 1998: 4,059,927



<PAGE>


AGRITOPE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)


Net Loss Per Share. In February 1997, the Financial  Accounting  Standards Board
issued Statement of Financial  Accounting  Standards No. 128, Earnings Per Share
("SFAS  128").  This new  standard is effective  for interim and annual  periods
ending after  December 15, 1997.  SFAS 128 requires the reporting of "basic" and
"diluted"  earnings per share ("EPS")  instead of "primary" and "fully  diluted"
EPS as required under current  accounting  principles.  Basic EPS eliminates the
common stock equivalents  considered in calculating primary EPS. Basic EPS under
SFAS  128 does not  differ  from the  Company's  previously  reported  EPS.  The
following  potentially  dilutive securities are excluded from net loss per share
calculations as their effect would have been antidilutive:

                                                   12/31/98             12/31/97
Options to purchase common stock............      1,690,178            1,302,164
Warrants to purchase common stock...........        583,333              500,000
Convertible preferred stock.................        214,285                    -
                                                 ----------     ----------------
                                                  2,487,796            1,802,164


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<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly caused this  Amendment  No. 1 to be signed on its behalf by
the undersigned thereunto duly authorized.



                                    AGRITOPE, INC.


February 17, 1999                   /s/ ADOLPH J. FERRO
-----------------                   --------------------
Date                                Adolph J. Ferro
                                    Chairman, President, Chief Executive Officer
                                    and Director
                                    (Principal Executive Officer)




February 17, 1999                   /s/ GILBERT N. MILLER
-----------------                   ----------------------
Date                                Gilbert N. Miller
                                    Executive Vice President, Chief Financial
                                    Officer and Director
                                    (Principal Financial and Accounting Officer)


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