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 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.

                        PART I. FINANCIAL INFORMATION

                                                                       Page No.
                                                                       --------


Item 1.  Financial Statements

     Condensed Consolidated Balance Sheets
         as of December 31, 1998 and September 30, 1998......................  3

     Condensed Consolidated Statements of Operations
         for the three months ended December 31, 1998 and 1997...............  4

     Condensed Consolidated Statements of Changes in Stockholders' Equity
         for the three months ended December 31, 1998........................  5

     Condensed Consolidated Statements of Cash Flows
         for  the three months ended December 31, 1998 and 1997..............  6

     Notes to Condensed Consolidated Financial Statements....................  7


Item 2.  Management's Discussion and Analysis of Financial Condition
     and Results of Operations ..............................................  9



                                                 PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.................................... 12



<PAGE>


AGRITOPE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                   12/31/98                9/30/98
                                                                                 (Unaudited)
<S>                                                                             <C>                  <C>
Assets
Current assets
Cash and cash equivalents .............................................         $   2,847,326        $    3,904,087
Trade accounts receivable, net ........................................               488,032             1,033,860
Other accounts receivable .............................................                81,408               124,690
Inventories (Note 2) ..................................................             4,026,882             3,289,172
Prepaid expenses ......................................................               100,981               172,196
                                                                                 ------------          ------------
                                                                                    7,544,629             8,524,005

Property and equipment, net ...........................................             3,918,061             4,100,804
Patents and proprietary technology, net ...............................             1,802,051             1,736,998
Other assets and deposits .............................................                24,473                28,519
                                                                                 ------------          ------------
                                                                                $  13,289,214        $   14,390,326

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable ......................................................         $     157,645        $      178,171
Current portion of long-term debt......................................                 4,255                 4,255
Current portion of long-term lease liability...........................               373,890               358,404
Deposits on customer orders............................................             1,010,272               599,944
Salaries, benefits and other accrued liabilities ......................               380,618               499,313
                                                                                 ------------          ------------
                                                                                    1,926,680             1,640,087

Long-term portion of installment notes payable.........................                 9,115                10,238
Long-term lease liability, less current portion........................                     -               115,785
Minority interest in consolidated subsidiaries ........................             1,496,907             1,613,977
                                                                                     -----------          ---------
                                                                                    3,432,702             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
 4,059,927 and 4,050,150 issued and outstanding, respectively..........                40,599                40,502
Additional paid-in capital ............................................            57,492,161            57,386,675
Accumulated deficit....................................................           (47,678,391)          (46,419,081)
                                                                                  -----------           ------------
                                                                                    9,856,512            11,010,239

                                                                                $  13,289,214       $    14,390,326

</TABLE>

                                      3
<PAGE>



AGRITOPE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

<TABLE>
<CAPTION>

                                                          Three Months Ended

                                                       12/31/98         12/31/97
<S>                                               <C>              <C>
Revenues
Product sales ...............................     $     74,194     $       2,277
Grants and contracts ........................          160,890            14,014
                                                  ------------     -------------
                                                       235,084            16,291
Costs and expenses
Product costs ...............................          101,098             8,302
Research and development expenses ...........          699,868           524,942
Selling, general and administrative expenses.          875,276           840,366
                                                  ------------     -------------
                                                     1,676,242         1,373,610

Loss from operations ........................       (1,441,158)       (1,357,319)

Other income (expense), net
Interest income .............................           68,631               541
Interest expense.............................             (217)             (280)
Other, net ..................................           (3,636)            3,597
                                                  -------------      -----------
                                                        64,778             3,858

Minority interest in subsidiary net loss ....          117,070           127,094
                                                  ------------     -------------
Net loss.....................................      $(1,259,310)      $(1,226,367)

Net loss per share (basic and diluted).......           $(0.31)           $(0.45)

Weighted number of shares outstanding .......        4,050,256         2,719,987

</TABLE>


                                      4
<PAGE>


AGRITOPE, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS 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 ..........           -       9,777         -            97            13,654              -
Compensation expense for stock option grants .           -           -         -             -           103,140              -
Equity issuance costs.........................           -           -         -             -           (11,308)             -
Net loss for the period ......................           -           -         -             -                 -     (1,259,310)
                                              ------------  ----------   -------       -------       -----------   -------------
Balances at December 31, 1998.................     214,285   4,059,927    $2,143       $40,599       $57,492,161   $(47,678,391)

</TABLE>
                                      5

<PAGE>



AGRITOPE, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>

                                                                                       Three Months Ended
                                                                                     12/31/98           12/31/97

<S>                                                                             <C>                    <C>
Cash flows from operating activities
Net loss ..............................................................         $  (1,259,310)       $   (1,226,367)
Adjustments to reconcile net loss
   to net cash used in operating activities:
Depreciation and amortization .........................................               323,102               207,876
Loss on sale of property ..............................................                 3,637                 1,404
Common stock issued as compensation for services.......................                13,751                     -
Compensation expense for stock option grants...........................               103,140                     -
Minority interest in subsidiary operating results......................              (117,070)             (127,094)
Decrease in accounts receivable........................................               589,110               170,320
Increase in inventories ...............................................              (737,710)           (1,102,231)
Decrease in prepaid expenses ..........................................                71,215               242,856
(Increase) decrease in other assets and deposits ......................                 4,046               (10,928)
Increase (decrease) in accounts payable and accrued liabilities .......              (139,221)              298,575
Increase in deposits on customer orders................................               410,328               119,010
                                                                                 -------------         -------------
   Net cash used in operating activities...............................              (734,982)           (1,426,579)

Cash flows from investing activities
Additions to property and equipment ...................................               (79,785)             (250,727)
Proceeds from sale of property ........................................                   900                   100
Expenditures for patents and proprietary technology ...................              (130,164)             (104,419)
                                                                                 -------------         -------------
   Net cash used in investing activities...............................              (209,049)             (355,046)

Cash flows from financing activities
Principal payments on long-term debt...................................                (1,123)               (1,060)
Payments on long-term lease liability .................................              (100,299)              (98,005)
Proceeds from issuance of stock .......................................                     -             8,665,274
Equity issuance costs .................................................               (11,308)                    -
Cash contribution from Epitope, Inc. ..................................                     -             1,248,140
Accounts payable to Epitope, Inc. .....................................                     -               916,705
                                                                                 -------------         -------------
   Net cash provided (used) by financing activities....................              (112,730)           10,731,054

Net increase (decrease) in cash and cash equivalents ..................            (1,056,761)            8,949,429
Cash and cash equivalents at beginning of period ......................             3,904,087                 4,384
                                                                                 -------------         -------------
Cash and cash equivalents at end of period.............................         $   2,847,326        $    8,953,813
</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 propagation,  growing,  and distribution of 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 period ended December 31, 1998 are not necessarily indicative of the
results of operations expected for the full fiscal year.

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:

                                                   12/31/98              9/30/98
                                                 (Unaudited)
Operating supplies.....................         $   104,964          $   142,900
Work-in process........................             117,252              128,374
Finished goods.........................           3,804,666            3,017,898
                                                  ---------         ------------
                                                $ 4,026,882          $ 3,289,172

                                      7
<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              9/30/98
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


                                      8

<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 DEVELOPEMENTS

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. (NYSE: RP) to establish a joint venture to conduct a research,  development
and commercialization program in the field of functional genomics.

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. Management is currently considering a
proposal from certain minority  shareholders that provides for such shareholders
and selected  third  parties to purchase the  majority of  Agritope's  shares of
capital  stock of Vinifera.  Proceeds from sale of  Agritope's  shares,  if any,
would  be used to fund  research  and  development  activities  and for  general
corporate purposes.

                                      9

<PAGE>

Results of Operations

Revenues. Total revenues amounted to $235,000 in the three months ended December
31, 1998,  representing  an increase of $219,000 over revenues  recorded for the
three months  ended  December 31, 1997.  Vinifera  made product  sales  totaling
$74,000 for the three months  ended  December 31, 1998 as compared to $2,000 for
the three months ended December 31, 1997.  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
December 31, 1998.  As of December 31, 1998,  Vinifera had firm orders  totaling
$1.9  million  for  delivery in the spring and summer of 1999 and  $435,000  for
delivery  in the  spring  and  summer of 2000  compared  to firm  orders of $2.4
million, all for delivery in the 1998 planting season, as of December 31, 1997.

In the quarters ended March 31, 1999 and June 30, 1999,  the Company  expects to
earn  reimbursements  totaling $300,000 for research projects funded by Vilmorin
Clause & Cie ("Vilmorin"), a research partner. 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  $350,000  under its matching  grant from the  National  Institute of
Standards and Technology.

Research and development  expenses.  Research and development expenses increased
by  $175,000  or 33 percent  in the three  months  ended  December  31,  1998 as
compared to the three months ended  December 31, 1997.  The higher  research and
development  costs in the current quarter reflect  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.

Selling,   general   and   administrative   expenses.   Selling,   general   and
administrative  expenses  increased  by $35,000 or 4 percent in the three months
ended  December  31, 1998,  as compared to the three  months ended  December 31,
1997. Major components  accounting for the net increase  included an increase of
compensation  expense  related  to  amortization  of expense  for stock  options
granted in December  1997,  an increase in selling  expenses at Vinifera,  and a
decrease in professional  fees and travel expenses due to the fact that expenses
in the prior year  included 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. Other income (expense), net, increased $61,000 due
to interest earned on investment of cash reserves. The Company was funded by its
former parent company until December 1, 1997 and did not have cash available for
investment prior to that time.


                                       10

<PAGE>

Liquidity and Capital Resources

                                                   12/31/98             9/30/98
Cash and cash equivalents................         $2,847,326          $3,904,087
Working capital .........................          5,617,949           6,883,918

As of December  31,  1998,  Agritope  had working  capital of $5.6  million,  as
compared to working  capital of $6.9 million at September  30, 1998.  During the
three months ended  December 31, 1998,  expenditures  for property and equipment
were $80,000,  principally for greenhouse  improvements at Vinifera. The Company
also  expended  $130,000  for  proprietary  technology  related  to  its  patent
portfolio.  The  preceding  capital  expenditures,  the  operating  loss for the
quarter,  an  increase  in  grapevine  inventories  and a  reduction  of certain
liabilities was funded from cash reserves,  proceeds from collection of accounts
receivable and deposits on future customer orders.

Historically,  Agritope's  requirements  for  operations,  working  capital  and
business  expansion  have been funded by receipts of cash from its former parent
company,  Epitope,  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  placement  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 and
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.

                                       11

<PAGE>


                           PART II. OTHER INFORMATION

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits
         (27)  Financial Data Schedule

(b)      Reports on Form 8-K
         None.



                                       12

<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.


February 16, 1999                   /s/ ADOLPH J. FERRO
-----------------                   --------------------
Date                                Adolph J. Ferro
                                    Chairman, President, Chief Executive Officer
                                    and Director
                                    (Principal Executive Officer)




February 16, 1999                   /s/ GILBERT N. MILLER
-----------------                   ----------------------
Date                                Gilbert N. Miller
                                    Executive Vice President, Chief Financial
                                    Officer and Director
                                    (Principal Financial and Accounting Officer)


                                      13
<PAGE>


                                  EXHIBIT INDEX

EXHIBIT                         DESCRIPTION

27.                             Financial Data Schedule



                                      14