U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                   FORM 10-QSB

[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
    of 1934

                For the quarterly period ended November 30, 1998

                                       or

[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
    of 1934

              For the transition period from _________ to ________.

                           Commission File No. 0-21354

                                  ENDOGEN, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

         Massachusetts                                         04-2789249
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                                 30 Commerce Way
                        Woburn, Massachusetts 01801-1059
                    (Address of Principal Executive Offices)

                                 (781) 937-0890
                (Issuer's Telephone Number, Including Area Code)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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
                                        ---    ---

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

          Title                        Shares Outstanding as of January 11, 1999
-----------------------------          -----------------------------------------
Common Stock, $0.01 par value                         3,454,502

Transitional Small Business Disclosure Format (check one):

Yes                                     No  X
    ---                                    ---

                        Exhibit index located on page 17

                                  Page 1 of 17

<PAGE>

                                  ENDOGEN, INC.

                                   FORM 10-QSB

                         QUARTER ENDED NOVEMBER 30, 1998
                                TABLE OF CONTENTS


                                                                           Page
PART I - FINANCIAL INFORMATION                                            Number
------------------------------                                            ------

Item 1 - Financial Statements (Unaudited)

     Balance Sheet
         November 30, 1998 and May 31, 1998.................................  3

     Statement of Operations
         for the three months ended November 30, 1998 and November 30, 1997.  4

     Statement of Operations
         for the six months ended November 30, 1998 and November 30, 1997...  5

     Statement of Cash Flows
         for the six months ended November 30, 1998 and November 30, 1997...  6

     Notes to Unaudited Financial Statements................................  7

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


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

Item 4 - Submission of Matters to a Vote of Security Holders................ 15

Item 6 - Exhibits and Reports on Form 8-K................................... 15

Signatures.................................................................. 16

Index To Exhibits........................................................... 17

                                  Page 2 of 17

<PAGE>

PART I  -  FINANCIAL INFORMATION

Item 1.   Financial Statements

                                  ENDOGEN, INC.
                                  BALANCE SHEET

<TABLE>
<CAPTION>
                                                               November 30,          May 31,
                                                                   1998               1998
                                                              --------------        ----------
ASSETS                                                         (unaudited)
Current assets:
<S>                                                            <C>                  <C>       
    Cash and cash equivalents                                  $1,144,321           $1,175,490
    Accounts receivable, net of allowance for
      doubtful accounts and returns of $50,000
      at November 30, 1998 and May 31, 1998                     1,212,686            1,374,431
    Inventories                                                 2,097,683            1,841,135
    Prepaid expenses and other current assets                     475,357              449,633
    Deferred income taxes                                         151,000              151,000
                                                               ----------           ----------
       Total current assets                                     5,081,047            4,991,689
    Fixed assets, net                                           1,773,501            2,020,063
    Intangible assets, net                                        241,744              299,907
    Deferred income taxes                                         445,000              445,000
    Other assets                                                  147,024              163,662
                                                               ----------           ----------
                                                               $7,688,316           $7,920,321
                                                               ==========           ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Current portion of term notes payable - bank               $  200,322           $  200,322
    Current portion of capital lease obligations                    7,738                6,917
    Accounts payable and accrued expenses                       1,060,756            1,088,840
                                                               ----------           ----------
       Total current liabilities                                1,268,816            1,296,079
                                                               ----------           ----------

Term notes payable - bank                                          94,900              195,061
Capital lease obligations                                           3,773                7,858
                                                               ----------           ----------
                                                                   98,673              202,919
                                                               ----------           ----------

Stockholders' equity:
    Common stock, $.01 par value; 10,000,000 shares
       authorized; 3,454,502 and 3,442,802 shares
       issued and outstanding at November 30, 1998
       and May 31, 1998, respectively                              34,545               34,428
    Additional paid-in capital                                  6,365,985            6,342,402
    Deferred compensation                                         (78,460)            (100,876)
    Retained earnings (deficit)                                    (1,243)             145,369
                                                               ----------           ----------
               Total stockholders' equity                       6,320,827            6,421,323 
                                                               ----------           ----------
                                                               $7,688,316           $7,920,321
                                                               ==========           ==========
</TABLE>

                  See notes to unaudited financial statements

                                  Page 3 of 17
<PAGE>

                                  ENDOGEN, INC.
                             STATEMENT OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     Three Months Ended

                                                               November 30,         November 30,
                                                                   1998                1997
                                                              --------------        ------------
<S>                                                            <C>                  <C>       
REVENUES:                                                      $2,576,183           $2,590,448
                                                               ----------           ----------

COSTS AND EXPENSES:
    Cost of revenues                                              937,216              885,928
    Selling, general and administrative                         1,311,520            1,027,607
    Research and development                                      523,293              411,161
                                                               ----------           ----------
                                                                2,772,029            2,324,696
                                                               ----------           ----------

      Income (loss) from operations                              (195,846)             265,752

Interest income (expense), net                                         29               (3,037)
                                                               ----------           ----------

      Income (loss) before income taxes                          (195,817)             262,715

Income tax provision (benefit)                                    (18,000)              91,000
                                                               ----------           ----------

      Net income (loss)                                        $ (177,817)          $  171,715
                                                               ==========           ==========

  Basic earnings (loss) per share                              $    (0.05)          $     0.05
                                                               ==========           ==========

  Diluted earnings (loss) per share                            $    (0.05)          $     0.05
                                                               ==========           ==========

Shares used in computing:

  Basic earnings (loss) per share                               3,454,314            3,428,461
                                                               ==========           ==========

  Diluted earnings (loss) per share                             3,454,314            3,691,394
                                                               ==========           ==========
</TABLE>

                  See notes to unaudited financial statements

                                  Page 4 of 17


<PAGE>

                                  ENDOGEN, INC.
                             STATEMENT OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     Six Months Ended

                                                               November 30,         November 30,
                                                                  1998                 1997
                                                               ------------         ------------
<S>                                                            <C>                  <C>       
REVENUES:                                                      $5,092,763           $4,914,459
                                                               ----------           ----------

COSTS AND
EXPENSES:
    Cost of revenues                                            1,922,540            1,778,992
    Selling, general and                                        2,312,437            1,986,819
    administrative
    Research and development                                    1,002,734              744,500
                                                               ----------           ----------
                                                                5,237,711            4,510,311
                                                               ----------           ----------

      Income (loss) from operations                              (144,948)             404,148

Interest expense, net                                              (1,664)              (6,255)
                                                               ----------           ----------

      Income (loss) before income taxes                          (146,612)             397,893

Income tax provision                                                   --              132,000
                                                               ----------           ----------

      Net income (loss)                                        $ (146,612)          $  265,893
                                                               ==========           ==========

  Basic earnings (loss) per share                              $    (0.04)          $     0.08
                                                               ==========           ==========

  Diluted earnings (loss) per share                            $    (0.04)          $     0.07
                                                               ==========           ==========

Shares used in computing:

  Basic earnings (loss) per share                               3,449,674            3,424,225
                                                               ==========           ==========

  Diluted earnings (loss) per share                             3,449,674            3,637,986
                                                               ==========           ==========
</TABLE>

                  See notes to unaudited financial statements

                                  Page 5 of 17



<PAGE>




                                  ENDOGEN, INC.
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    Six Months Ended

                                                               November 30,         November 30,
                                                                  1998                  1997
                                                               ------------         ------------
<S>                                                            <C>                  <C>
Increase (Decrease) in Cash and Cash Equivalents

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                         $ (146,612)          $  265,893
     Adjustments to reconcile net income (loss) to net
        cash provided by operating activities:
            Depreciation and amortization                         467,110              408,114
            Decrease in accounts receivable                       161,745              192,446
            Increase in inventories                              (256,548)            (184,109)
            Increase in prepaid expenses and other assets         (25,724)             (10,125)
            Decrease in accounts payable and accrued expenses     (28,084)            (111,378)
                                                               ----------           ----------

               Net cash provided by operating activities          171,887              560,841
                                                               ----------           ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of fixed assets                                   (123,331)            (298,886)
                                                               ----------           ----------

               Net cash used for investing activities            (123,331)            (298,886)
                                                               ----------           ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Repayment of capital lease obligations and term
       notes payable - bank                                      (103,425)             (76,909)
     Proceeds from borrowings under an equipment
       line of credit with a bank                                      --              167,863
     Proceeds from issuance of common stock                        23,700               54,504
                                                               ----------           ----------

               Net cash provided by (used in)                  
                 financing activities                             (79,725)             145,458
                                                               ----------           ----------

Net increase (decrease) in cash and cash equivalents              (31,169)             407,413

Cash and cash equivalents, beginning of period                  1,175,490              334,050
                                                               ----------           ----------

Cash and cash equivalents, end of period                       $1,144,321           $  741,463
                                                               ==========           ==========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest                                         $   18,360           $   18,551
                                                               ==========           ==========

Cash paid for income taxes                                     $  162,956           $   45,465
                                                               ==========           ==========
</TABLE>

                  See notes to unaudited financial statements

                                  Page 6 of 17



<PAGE>

                                  ENDOGEN, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


1.   Basis of Presentation

          The unaudited financial statements of Endogen, Inc. (the "Company" or
     "Endogen") include, in the opinion of management, all adjustments
     (consisting of normal and recurring adjustments) necessary for a fair
     presentation of the Company's financial position as of November 30, 1998
     and the results of operations for the three and six month periods ended
     November 30, 1998 and November 30, 1997. The results of operations are not
     necessarily indicative of results for a full year.

          These financial statements should be read in conjunction with the
     financial statements contained in the Company's Form 10-KSB filed with the
     Securities and Exchange Commission (the "SEC") on August 28, 1998 pursuant
     to the Securities Exchange Act of 1934, as amended. Certain information and
     footnote disclosures normally included in the financial statements prepared
     in accordance with generally accepted accounting principles have been
     condensed or omitted pursuant to the SEC rules and regulations.


2.   Inventories

         Inventories consist of the following:
<TABLE>
<CAPTION>
                                                               November 30,
                                                                  1998              May 31, 1998
                                                               ------------         ------------

<S>                                                            <C>                  <C>       
        Raw materials and supplies                             $  869,638           $  793,872
        Work-in-process                                           288,089              165,771
        Finished goods                                            939,956              881,492
                                                               ----------           ----------
                                                               $2,097,683           $1,841,135
                                                               ==========           ==========


3.   Fixed Assets

         Fixed assets consist of the following:
                                                               November 30,
                                                                   1998             May 31, 1998
                                                               ----------           ------------

        Laboratory equipment                                   $1,181,614           $1,142,160
        Computer and office equipment                           1,058,197              975,033
        Leasehold improvements                                  1,716,458            1,715,745
                                                               ----------           ----------
                                                                3,956,269            3,832,938
        Accumulated depreciation and amortization              (2,182,768)          (1,812,875)
                                                               ----------           ----------
                                                               $1,773,501           $2,020,063
                                                               ==========           ==========
</TABLE>

                                  Page 7 of 17


<PAGE>

                                  ENDOGEN, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

4.   Intangible Assets

         Intangible assets consist of the following:

<TABLE>
<CAPTION>
                                                               November 30,
                                                                  1998              May 31, 1998
                                                               ------------         ------------
<S>                                                            <C>                  <C>       
     Acquired technology                                       $  305,290           $  305,290
     Patent costs                                                  68,240               68,240
     License costs                                                421,778              421,778
                                                               ----------           ----------
                                                                  795,308              795,308
     Accumulated amortization                                    (553,564)            (495,401)
                                                               ----------           ----------
                                                               $  241,744           $  299,907
                                                               ==========           ==========

5. Accounts Payable and Accrued Expenses

         Accounts payable and accrued expenses consist of the following:

                                                               November 30,
                                                                  1998              May 31, 1998
                                                               ------------         ------------

        Accounts payable                                       $  368,155           $  439,215
        Accrued wages                                             211,385              219,026
        Accrued royalties                                          88,808              123,287
        Accrued professional fees                                 382,097              175,620
        Accrued taxes payable                                      10,311              131,692
                                                               ----------           ----------
                                                               $1,060,756           $1,088,840
                                                               ==========           ==========
</TABLE>

6.   Borrowings

          In August 1998, the Company's existing $850,000 revolving line of
     credit agreement with a bank was amended to extend the maturity date to
     August 1999 and to reduce the interest rate to the prime rate plus 0.5%
     (9.0% at November 30, 1998). At November 30, 1998, the Company had $850,000
     available under this revolving line of credit.

7.   Common Stock

          On November 5, 1998, the stockholders of the Company approved an
     increase in the number of shares authorized for issuance under the
     Company's 1992 Stock Plan from 1,000,000 shares to 1,250,000 shares.

                                  Page 8 of 17


<PAGE>

                                  ENDOGEN, INC.

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


     The following discussion includes forward-looking statements, including,
but not limited to, statements with respect to the Company's future financial
performance, operating results, plans and objectives. Actual results may differ
materially from those currently anticipated depending upon a variety of factors.
See "Certain Factors That May Affect Future Results" herein.

     Endogen is principally engaged in the development, manufacture and sale of
specialty reagents, immuno-assay test kits and molecular research products for
pharmaceutical, biotechnology and biomedical research. Endogen's major product
lines include over 360 specialty reagents and 66 immuno-assay test kits that
measure immune system function in human, mouse, rat, or porcine samples. In
August 1998, the Company began to ship Xplore(TM) messenger RNA ("mRNA")
quantification assay kits to life science customers, the first mRNA assay kits
to provide rapid, sensitive and accurate measurement of gene expression.
Products marketed under Endogen's name are sold directly in the United States
and through distributors in over 40 foreign countries. The Company also sells
products on a private label basis to customers who market these products under
their own brand names.

Results of Operations

     As an aid to understanding Endogen's operating results, the following table
shows each item from the statement of operations expressed as a percentage of
revenues.

PERCENTAGE OF REVENUES

<TABLE>
<CAPTION>
                                                    Three Months Ended                   Six Months Ended
                                                       November 30,                        November 30,
                                                    ------------------                  -------------------
                                                    1998          1997                  1998          1997
-----------------------------------------------------------------------------------------------------------

<S>                                                <C>           <C>                   <C>           <C>   
Revenues.....................................      100.0%        100.0%                100.0%        100.0%
Costs and expenses:
  Cost of revenues...........................       36.4%         34.2%                 37.8%         36.2%
  Selling, general and administrative........       50.9%         39.7%                 45.4%         40.4%
  Research and development...................       20.3%         15.9%                 19.7%         15.2%
Income (loss) from operations................       (7.6)%        10.2%                 (2.9)%         8.2%
  Interest income (expense), net.............        0.0%         (0.1)%                 0.0%         (0.1)%
Income (loss) before income taxes............       (7.6)%        10.1%                 (2.9)%         8.1%
  Provision (benefit) for income taxes.......       (0.7)%         3.5%                  0.0%          2.7%
Net income (loss)............................       (6.9)%         6.6%                 (2.9)%         5.4%
</TABLE>


             Three Month Period Ended November 30, 1998 As Compared
               with the Three Month Period Ended November 30, 1997
             ------------------------------------------------------

Revenues

For the three months ended November 30, 1998, total revenues were $2,576,183
compared to $2,590,448 during the same period last year, a decrease of $14,265.
Domestic and international sales of Endogen branded products increased 10%
during the second quarter of fiscal 1999 compared to the second quarter of
fiscal 1998. This growth was due primarily to increased sales volume from
existing Endogen product lines and new product introductions. This increase was
offset by a decrease of $203,550, or 24%, in private label sales in the second
quarter of fiscal 1999 compared with the second quarter of fiscal 1998 due
primarily to economic conditions and competitive pressures in the Japanese
diagnostic market which negatively impacted sales to a major private label
customer. The Company expects a continued shortfall in sales to this customer in
the second half of fiscal 1999 when compared to sales levels in fiscal 1998.

                                  Page 9 of 17

<PAGE>

                                  ENDOGEN, INC.

Cost of Revenues

     Cost of revenues was $937,216 for the three months ended November 30, 1998
compared with $885,928 for the same period last year, an increase of $51,288, or
6%. As a percentage of revenues, cost of revenues was 36% and 34% during the
three month periods ended November 30, 1998 and 1997, respectively. This
increase in cost of revenues as a percentage of revenues was due primarily to
additional expenses associated with product launch activities related to the
Xplore mRNA kits, changes in the mix of products sold and higher fixed overhead
costs.

Selling, General and Administrative Expenses

     Selling, general and administrative expense was $1,311,520 for the three
months ended November 30, 1998 compared with $1,027,607 for the same period last
year, an increase of $283,913, or 28%. This increase was due primarily to
increases in catalog expenses and expenditures for marketing activities
associated with the launch of the Xplore mRNA product line and increases in
recruiting and consulting expenses. As a percentage of revenues, selling,
general and administrative expense increased to 51% of revenues for the three
months ended November 30, 1998 compared with 40% for the same period last year.
The Company anticipates making continued investments in new product development
and product launch activities at similar levels in the second half of fiscal
1999.

Research and Development Expenses

     Research and development expense was $523,293 for the three months ended
November 30, 1998 compared with $411,161 for the same period last year, an
increase of $112,132, or 27%. Substantially all of the increase in research and
development expenditures relates to investment in the mRNA program. Research and
development expense increased as a percentage of revenues to 20% for the three
months ended November 30, 1998 from 16% for the same period last year. Endogen
plans to continue to spend heavily on product development for new products and
to upgrade existing products.

Interest Income (Expense), Net

     Net interest income was $29 for the three months ended November 30, 1998
compared with net interest expense of $3,037 for the same period last year. This
decrease in interest expense was the result of the reduction in the average
outstanding borrowings under term notes payable and capital lease obligations.

Income Taxes

     For the three months ended November 30, 1998, the Company recorded an
income tax benefit of $18,000 and for the three months ended November 30,1997,
the Company recorded a provision for income taxes of $91,000 based on estimated
effective tax rates at November 30, 1998 and 1997, respectively.

              Six Month Period Ended November 30, 1998 As Compared
                with the Six Month Period Ended November 30, 1997
              ----------------------------------------------------

Revenues

   For the six months ended November 30, 1998, total revenues increased to
$5,092,763 from $4,914,459 in the same period last year, an increase of $178,304
or 4%. Domestic and international sales of Endogen branded products increased to
$3,767,846 during the first six months of fiscal 1999 from $3,494,498 in the
same period last year, an increase of 8%. This growth was due primarily to
increased sales volume from existing Endogen product lines and new product
introductions. This increase was offset in part by a 9% decline in private label
sales, which decreased to $1,255,705 in the first six months of fiscal 1999 from
$1,376,811 during the first six months of fiscal 1998. This decline was
attributable primarily to economic conditions and competitive pressures in the
Japanese diagnostic market resulting in decreased sales to one major private
label customer. The Company expects a continued shortfall in sales to this
customer in the second half of fiscal 1999 when compared to sales levels in
fiscal 1998. In August 1998, the Company launched an entirely new line of
products, the Xplore mRNA quantification assay kits, which quantitatively
measure levels of mRNA.

                                  Page 10 of 17

<PAGE>

                                  ENDOGEN, INC.

Cost of Revenues

     Cost of revenues was $1,922,540 for the six months ended November 30, 1998
compared with $1,778,992 for the same period last year, an increase of $143,548
or 8%. As a percentage of revenues, cost of revenues was 38% and 36% in the six
month periods ended November 30, 1998 and 1997, respectively. The increase in
cost of revenues as a percentage of revenues during the first six months of
fiscal 1999 was due primarily to additional expenses associated with product
launch activities related to the Xplore mRNA kits, changes in the mix of
products sold and higher fixed overhead costs.

Selling, General and Administrative Expenses

     Selling, general and administrative expense was $2,312,437 for the six
months ended November 30, 1998 compared with $1,986,819 for the same period last
year, an increase of $325,618 or 16%. This increase was due primarily to
increases in catalog expenses and expenditures for marketing activities
associated with the launch of the Xplore mRNA product line and increases in
recruiting and consulting expenses. As a percentage of revenues, selling,
general and administrative expense increased to 45% of revenues for the six
months ended November 30, 1998 compared with 40% for the same period last year.

Research and Development Expenses

     Research and development expense was $1,002,734 for the six months ended
November 30, 1998 versus $744,500 for the same period last year, an increase of
$258,234, or 35%. Research and development expense increased as a percentage of
revenues to 20% for the six months ended November 30, 1998 from 15% for the same
period last year. Substantially all of the increase in research and development
expenditure between the six-month periods relates to investment in the mRNA
program. Endogen plans to continue to spend heavily on product development for
new products and to upgrade existing products.

Interest Income (Expense), Net

     Net interest expense was $1,664 for the six months ended November 30, 1998
compared with net interest expense of $6,255 for the same period last year, a
decrease of $4,591 or 73%. This decrease was the result of the reduction in the
average outstanding borrowings under term notes payable and capital lease
obligations.

Income Taxes

     For the six months ended November 30, 1998, the Company did not record a
provision for income taxes and for the six months ended November 30, 1997, the
Company recorded a provision for income taxes of $132,000 based on estimated
effective tax rates at November 30, 1998 and 1997, respectively.

Liquidity and Capital Resources

     The growth of Endogen's business has led to increased liquidity
requirements to fund working capital needs and capital expenditures. This
includes financing inventories and accounts receivable to support the Company's
growing operations, as well as purchases of new laboratory equipment and
leasehold improvements to support new product development. In addition, in
connection with its Product Development and Marketing Agreement with Third Wave
Technologies, Inc. ("Third Wave"), the Company is obligated to make funding
payments not to exceed $1,050,000 in total, to Third Wave in quarterly
installments over a three year period beginning December 1, 1997.

     At November 30, 1998, Endogen's cash and cash equivalent position was
$1,144,321, a decrease of $31,169 from May 31, 1998. Endogen has financed its
liquidity needs primarily through cash from operations, a working capital line
of credit with a bank and term notes payable with a bank. At November 30, 1998,
the Company had $850,000 available under a working capital line of credit with a
bank. The interest rate on the line of credit is 0.5% above the bank's prime
rate (9.0% at November 30, 1998).

Cash Flows from Operating Activities

     Net cash provided by operating activities during the six month period ended
November 30, 1998 was $171,887 as compared to $560,841 during the same period
last year. For the first six months of fiscal 1999, net cash provided by
operating activities consisted primarily of depreciation and amortization of
$467,110 and a decrease in accounts receivable of $161,745. This was offset in
part by a net loss of $146,612, an increase in inventories of $256,548, an
increase in prepaid expenses and other assets of $25,724 and a decrease in
accounts payable and accrued expenses of

                                  Page 11 of 17

<PAGE>

                                  ENDOGEN, INC.

$28,084. For the first six months of fiscal 1998, net cash provided by operating
activities consisted primarily of net income of $265,893, depreciation and
amortization of $408,114 and a decrease in accounts receivable of $192,446. This
was partially offset by an increase in inventories of $184,109, an increase in
prepaid expenses and other assets of $10,125 and a decrease in accounts payable
and accrued expenses of $111,378.

Cash Flows from Investing Activities

     Net cash used for investing activities during the six month periods ended
November 30, 1998 and 1997 was $123,331 and $298,886, respectively, and
consisted of investments in capital equipment.

Cash Flows from Financing Activities

     During the six month period ended November 30, 1998, net cash used for
financing activities was $79,725 and consisted of repayments of capital lease
obligations and term notes payable of $103,425, offset in part by proceeds from
the issuance of common stock of $23,700. During the six months ended November
30, 1997, net cash provided by financing activities was $145,458 and consisted
of proceeds of $167,863 from borrowings under an equipment line of credit and
$54,504 from the issuance of common stock, offset in part by cash used to
decrease borrowings of $76,909.

     The Company expects to continue expanding operations through internal
growth and strategic acquisitions which offer products similar or complementary
to those offered by the Company. Although the Company has no material current
acquisition agreements or arrangements, there may be opportunities which require
additional external financing, and the Company may from time to time seek to
obtain additional funds from public or private issuance of equity or debt
securities. There can be no assurance that such financing will be available at
all or on terms acceptable to the Company.

     Based on management's current projections, Endogen believes that its
financial resources and cash flows from operations, together with the revolving
line of credit currently available, will be sufficient to finance its current
and planned operations for at least the next twelve months. There can be no
assurance, however, that the Company will not require additional working capital
and, if it does require such capital, that such capital will be available to the
Company on acceptable terms, if at all.

     The foregoing statements contain forward-looking statements which involve
risks and uncertainties. The Company's actual experience may differ materially
from that discussed above.


Year 2000 Compliance

     The "Year 2000 Issue" is the result of computer programs being written
using two digits rather than four digits to define the applicable year. The
Company's computer equipment and software and devices with embedded technology
that are time sensitive may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in a system failure or miscalculations
causing disruptions of operations, including, among other things, a temporary
inability to process transactions, send invoices or otherwise engage in normal
business activities. The Company is at risk for both its own Year 2000 Issues
and for the Year 2000 Issues of those with whom it does business, particularly
suppliers of materials and services as well as customers placing orders and
making payments on invoices.

     The Company has established a team to study and address its Year 2000
Issues. This team, lead by the Company's Controller, consists of members of each
department within the Company and reports to the Company's Vice President,
Operations and Finance. The following is a summary of the Company's Year 2000
state of readiness as set forth by category.

o    Information Technology Systems

     -    Accounting / Business System. The Company has upgraded the system
          software to a version which is Year 2000 compliant, but testing has
          not yet been performed. The Company anticipates completing this
          testing by June 1999.

                                  Page 12 of 17

<PAGE>

                                  ENDOGEN, INC.

     -    Production System. The Company has upgraded the system software to a
          version which is Year 2000 compliant, but testing has not yet been
          performed. The Company anticipates completing this testing by June
          1999.

     -    Sales Reporting System. The Company has upgraded the system software
          to a version which is Year 2000 compliant, but testing has not yet
          been performed. The Company anticipates completing this testing by
          June 1999.

     -    Contact Management System. The Company has upgraded the system
          software to a version which is Year 2000 compliant, but testing has
          not yet been performed. The Company anticipates completing this
          testing by June 1999.

o    Non-Information Technology System

     The Company has not yet made a review of the Year 2000 compliance of its
non-information technology systems (i.e., embedded technology such as
micro-controllers and processors). These systems include manufacturing, research
and development, telecommunications and office equipment which may contain
embedded technology. The Company initiated such a review beginning in December
1998 and anticipates completing this review no later than June 1999.

o    Third Party Compliance

     Management believes that the most significant risk to the Company of Year
2000 Issues is the effect such issues may have on its suppliers and customers.
In addition, news reports have indicated that various agencies within the
federal, state and local governments may have difficulty becoming Year 2000
compliant before the year 2000. The Company has not yet completed its assessment
of such third party compliance or undertaken to quantify the effect of such
non-compliance or to determine whether such quantification is even possible. The
Company began an assessment of the Year 2000 compliance of the various third
parties with which it maintains a material business relationship in December
1998 and anticipates completing this assessment no later than June 1999.

     The Company is in the process of quantifying the historical costs incurred
and creating an estimate of future costs associated with becoming Year 2000
compliant. The Company plans to have an initial estimate of costs completed by
June 1999.

     The Company has not yet begun a comprehensive analysis of the operational
problems and costs (including loss of revenues) that would be reasonably likely
to result from the failure of the Company and certain third parties to complete
efforts necessary to achieve Year 2000 compliance on a timely basis. A
contingency plan has not been developed for dealing with the most reasonably
likely worst case scenario and such scenario has not yet been clearly
identified. The Company began such an analysis in December 1998 and anticipates
completing this analysis no later than June 1999.

     The Company presently believes that the Year 2000 Issue will not pose
significant operational problems for the Company. However, if all Year 2000
Issues are not properly identified, or assessment, remediation and testing are
not effected timely with respect to Year 2000 problems that are identified,
there can be no assurance that the Year 2000 Issue will not materially adversely
impact the Company's results of operations or materially adversely affect the
Company's relationships with customers, suppliers or others.

     Additionally, there can be no assurance that the Year 2000 Issues of other
entities will not have a material adverse impact on the Company's systems or
results of operations.

     The costs of the Company's Year 2000 identification, assessment,
remediation and testing efforts and the dates on which the Company believes it
will complete such efforts are based upon management's best estimates, which
were derived using numerous assumptions regarding future events and actual
results could differ materially from those currently anticipated. Specific
factors that could cause such material differences include, but are not limited
to, the availability and cost of personnel trained in Year 2000 Issues, the
ability to identify, assess, remediate and test all relevant computer codes and
embedded technology, and similar uncertainties.

                                  Page 13 of 17

<PAGE>

                                  ENDOGEN, INC.

Certain Factors That May Affect Future Results

     The Company does not provide forecasts of the future financial performance
of the Company. However, from time to time, information provided by the Company
or statements made by its employees may contain "forward-looking" information
that involve risks and uncertainties. In particular, statements contained in
this Form 10-QSB that are not historical facts constitute forward-looking
statements and are made under the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The Company's actual results of
operations and financial condition have varied and may in the future vary
significantly from those stated in any forward-looking statements. The Company's
future operating results are subject to risks and uncertainties and are
dependent upon many factors, including, without limitation, the Company's
ability to (i) meet its working capital and future liquidity needs, (ii)
successfully implement its strategic growth strategies, (iii) understand,
anticipate and respond to rapidly changing technologies, market trends and
customer needs, (iv) develop, manufacture and deliver high quality,
technologically advanced products on a timely basis to withstand competition
from competitors which may have greater financial, information gathering and
marketing resources than the Company, (v) obtain and protect licensing and
intellectual property rights necessary for the Company's technology and product
development and on terms favorable to the Company, (vi) recruit and retain
highly talented professionals in a competitive job market, and (vii)
successfully address its Year 2000 Issues as more fully described above. The
Company's ability to market and sell its products could also be adversely
affected by the emergence of new competitors in the market place and by changes
resulting in increased government regulation of the manufacture and sale of its
products. In addition, a significant portion of the Company's revenues are
attributable to international customers, which may be adversely affected by
factors including fluctuations in exchange rates, adverse political and economic
conditions, tariff regulation, and difficulties in obtaining export licenses.
Each of these factors, and others, are discussed from time to time in the
filings made by the Company with the Securities and Exchange Commission,
including, but not limited to, the Company's Annual Report on Form 10-KSB filed
on August 28, 1998 and its Quarterly Report on Form 10-QSB filed on October 14,
1998.

                                  Page 14 of 17


<PAGE>

                                  ENDOGEN, INC.

PART II - OTHER INFORMATION

Item 4 - Submission of Matters to a Vote of Security Holders

     The annual meeting of Stockholders of Endogen, Inc. was held on November 5,
1998. A vote was proposed (1) to elect a Board of Directors to serve for the
ensuing year and until their respective successors have been duly elected and
qualified, or until their earlier resignation or removal; (2) to fix the size of
the Board of Directors at six (6); (3) to approve an amendment to the Company's
1992 Stock Plan to increase the number of shares of Common Stock authorized for
issuance thereunder from 1,000,000 shares to 1,250,000 shares; and (4) to ratify
the selection of the firm of PricewaterhouseCoopers LLP as independent auditors
for the fiscal year ending May 31, 1999. The shareholder voting results are as
follows:

<TABLE>
<CAPTION>
                                                  Votes         Withheld
                                                   for             votes
                                                ---------        -------
<S>                                             <C>              <C>
        (1)  Election of:
                Owen A. Dempsey                 3,088,319         74,340
                Wallace G. Dempsey              3,088,003         74,656
                Irwin J. Gruverman              3,077,319         85,340
                Hayden H. Harris                3,088,319         74,340
                Wolfgang Woloszczuk             3,088,319         74,340
                Charles R. Burke                3,088,166         74,493

<CAPTION>
                                                  Votes           Votes             Votes            Broker
                                                   for           against          abstained         non-votes
                                                ---------        -------          ---------         ---------
<S>                                             <C>              <C>              <C>               <C>
        (2)  Fix the size of the Board
         of Directors at six (6)                3,054,340         87,362           20,957              --

                                                  Votes           Votes             Votes            Broker
                                                   for           against          abstained         non-votes
                                                ---------        -------          ---------         ---------
        (3)  Amend 1992 Stock Plan              1,419,785        125,345           16,429           1,601,100

                                                  Votes           Votes             Votes            Broker
                                                   for           against          abstained         non-votes
                                                ---------        -------          ---------         ---------
         (4)  Ratify the selection of
              PricewaterhouseCoopers LLP        3,139,946          8,648           14,065              --
</TABLE>


Item 6 - Exhibits and Reports on Form 8-K
     (a) - EXHIBITS

     10.1 Secured Promissory Note by and between Endogen, Inc. and Owen A.
          Dempsey dated September 24, 1998.

     10.2 Pledge Agreement by and between Endogen, Inc. and Owen A. Dempsey
          dated September 24, 1998.

     11.1 Statement Re: Computation of Earnings Per Share

     27.1 Financial Data Schedule

     27.2 Restated Financial Data Schedule

     (b) - REPORTS ON FORM 8-K

     No reports on Form 8-K have been filed during the quarter for which this
report is filed.

                                  Page 15 of 17

<PAGE>

                                  ENDOGEN, INC.

                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                         ENDOGEN, INC.



                                         BY:



Date:  January 14, 1999                  /s/ Owen A. Dempsey
                                         --------------------------------
                                         Owen A. Dempsey
                                         Director, President and
                                         Chief Executive Officer
                                         (Principal Executive Officer)




Date:  January 14, 1999                  /s/ Avery W. Catlin
                                         --------------------------------
                                         Avery W. Catlin
                                         Vice President, Operations and Finance,
                                         Treasurer and Chief Financial Officer
                                         (Principal Financial and
                                         Chief Accounting Officer)

                                  Page 16 of 17




<PAGE>

                                  ENDOGEN, INC.


                                INDEX TO EXHIBITS

Exhibit Number                Description
--------------                -----------

10.1 Secured Promissory Note by and between Endogen, Inc. and Owen A. Dempsey
     dated September 24, 1998.


10.2 Pledge Agreement by and between Endogen, Inc. and Owen A. Dempsey dated
     September 24, 1998.


11.1 Statement Re: Computation of Earnings per Share.


27.1 Financial Data Schedule.

27.2 Restated Financial Data Schedule.


                                  Page 17 of 17