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, 1996

                                       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 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)

                                 (617) 937-0890
                (Issuer's telephone number, including area code)

Indicate by check mark whether the issuer (1) has 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 
                                  ---            ---

Indicate 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 3, 1997
 ----------------------------          ----------------------------------------
Common Stock, $0.01 par value                        2,974,434

Transitional Small Business Disclosure Format (check one):

                              Yes              No X
                                  ---            ---

                        Exhibit index located on page 12

                                  Page 1 of 12

<PAGE>




                                  ENDOGEN, INC.

                                   FORM 10-QSB

                         QUARTER ENDED NOVEMBER 30, 1996
                                TABLE OF CONTENTS


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

Item 1 - Financial Statements (Unaudited)

     Condensed Balance Sheet
         November 30, 1996 and May 31, 1996...............................3

     Condensed Statement of Operations
         for the three months ended November 30, 1996 and 1995 and
         for the six months ended November 30, 1996 and 1995..............4

     Condensed Statement of Cash Flows
         for the six months ended November 30, 1996 and 1995..............5

     Notes to Condensed Financial Statements..............................6

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.............10

Item 6 - Exhibits and Reports on Form 8-K................................10

Signatures.............................................................. 11

Index To Exhibits........................................................12


                                  Page 2 of 12
<PAGE>





PART I - Item 1
Financial Statements
                                  ENDOGEN, INC.
                             CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>

                                                         November 30,         May 31,
                                                             1996              1996
                                                         ------------         -------
                                                        (unaudited)
<S>                                                     <C>                <C>
ASSETS
Current assets:
     Cash and cash equivalents                          $   405,342        $  763,739
     Accounts receivable, net of allowance for 
      doubtful accounts of $20,000 at 
      November 30, 1996 and May 31, 1996,                 1,517,432         1,280,280
     Accounts receivable - stockholder                       68,496           149,067
     Inventories                                          1,577,128         1,289,902
     Prepaid expenses and other current assets              218,989           265,622
                                                         -----------        ----------
         Total current assets                             3,787,387         3,748,610

     Fixed assets, net                                    2,092,164         1,894,982
     Patents and license costs, net                         195,960           205,120
     Other assets                                           633,753           707,668
                                                         -----------        ----------
                                                          2,921,877         2,807,770
                                                         -----------        ----------
                                                        $ 6,709,264        $6,556,380
                                                         ===========        ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Borrowings under line of credit                    $    50,000        $        -
     Current portion of notes payable - bank                 37,814            64,723
     Current portion of convertible note payable            400,596           400,596
     Current portion of term loan payable to a bank         133,333                 -
     Current portion of capital lease and other
      note payable                                                -            13,355
     Accounts payable and accrued expenses                1,205,347         1,126,338
                                                         -----------        ----------
         Total current liabilities                        1,827,090         1,605,012
                                                         -----------        ----------

Borrowings under line of credit                                   -           450,000
Notes payable - bank                                          2,181             7,633
Term loan payable to a bank                                 266,667                 -
Convertible note payable                                  1,402,084         1,602,382
                                                         -----------        ----------
                                                          1,670,932         2,060,015
                                                         -----------        ----------

Stockholders' equity:
     Common stock, $.01 par value; 10,000,000 and 
      5,000,000 shares authorized; 2,974,434 and
      2,949,346 shares issued and outstanding at
      November 30, 1996 and May 31, 1996, 
      respectively.                                          29,744            29,493
     Additional paid-in capital                           4,200,211         4,149,740
     Accumulated deficit                                 (1,018,713)       (1,287,880)
                                                         ----------        -----------
                Total stockholders equity                 3,211,242         2,891,353
                                                         ----------        -----------
                                                         $6,709,264      $  6,556,380
                                                         ==========        ===========
</TABLE>


              See notes to condensed unaudited financial statements


                                  Page 3 of 12
<PAGE>




                                  ENDOGEN, INC.
                        CONDENSED STATEMENT OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                      Three Months Ended                    Six Months Ended
                                                         November 30,                         November 30,

                                                  1996            1995            1996              1995
                                              -----------      ----------      ----------       ----------
<S>                                           <C>              <C>             <C>               <C> 

REVENUE:
     Product sales                            $2,398,533       $1,315,778      $4,513,669       $2,631,198
     Product sales to stockholder                 79,097          109,218         190,442          215,358
                                               ----------                                       
                                                                ----------      ----------       ----------
                                               2,477,630        1,424,996       4,704,111        2,846,556
                                               ----------       ----------      ----------       ----------
                                                                                                
COSTS AND EXPENSES:                                                                             
     Cost of sales                               770,993          410,373       1,532,824          867,908
     Cost of sales to stockholder                 33,853           44,779          81,407           88,204
     Selling, general & administrative         1,094,466          644,776       2,020,383        1,293,456
     Research and development                    332,750          249,903         629,896          501,287
                                               ----------       ----------      ----------       ----------
                                               2,232,062        1,349,831       4,264,510        2,750,855
                                               ----------       ----------      ----------       ----------
                                                                                                
        Income from operations                   245,568           75,165         439,601           95,701
                                                                                                
Interest income (expense), net                  (42,189)          (3,217)       (120,434)              677
                                               ----------       ----------     ----------       ----------
        Net income before provision                                                             
        for income taxes                         203,379           71,948         319,167           96,378
                                                                                                
Provision for income taxes                        50,000                -          50,000                -
                                               ----------       ----------      ----------       ----------
                                                                                                
        Net income                            $  153,379       $   71,948      $  269,167       $   96,378
                                               ==========       ==========      ==========       ==========
                                                                                                
Net income per share                          $     0.05       $     0.02      $     0.08       $     0.03
                                               ==========       ==========      ==========       ==========
                                                                                                
Weighted average shares                                                                         
     outstanding                               3,257,576        3,105,894       3,250,665        3,061,311
                                               ==========       ==========      ==========       ==========
                                                                                              
</TABLE>


              See notes to condensed unaudited financial statements


                                  Page 4 of 12

<PAGE>



                                  ENDOGEN, INC.
                        CONDENSED STATEMENT OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                         Six Months Ended
                                                                                           November 30,

                                                                                        1996              1995
                                                                                     ----------       -----------
<S>                                                                                  <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income                                                                    $  269,167       $   96,378
      Adjustments to reconcile net income to net                                                     
           cash provided by operating activities:                                                    
                Depreciation and amortization                                          375,362          126,859
                (Increase) decrease in accounts receivable                            (237,152)          50,037
                Decrease (increase) in accounts receivable - stockholder                80,571          (91,400)
                Increase in inventories                                               (287,226)         (51,700)
                Decrease (increase) in prepaid expenses and other assets                73,384          (25,750)
                Increase in patent and license costs                                   (20,500)         (26,672)
                Increase in accounts payable and accrued expenses                       79,009          104,583
                                                                                      ----------      ----------
                                                                                                     
                     Net cash provided by operating activities                         332,615          182,335
                                                                                      ----------      ----------
                                                                                                     
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                
      Acquisition of fixed assets                                                     (495,720)        (139,981)
                                                                                      ----------      ----------
                                                                                                     
                     Net cash used for investing activities                           (495,720)        (139,981)
                                                                                      ----------      ----------
                                                                                                     
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                
      Repayment of capital lease obligations and other note payable, net              (646,014)        (294,804)
      Proceeds from borrowings under term loan payable to a bank                       400,000                -
      Proceeds from issuance of common stock                                            50,722          198,627
                                                                                      ----------      ----------
                                                                                                     
                     Net cash used for financing activities                           (195,292)         (96,177)
                                                                                      ----------      ----------
                                                                                                     
Net decrease in cash and cash equivalents                                             (358,397)         (53,823)
                                                                                                     
Cash and cash equivalents, beginning of period                                         763,739        1,303,959
                                                                                      ----------      ----------
                                                                                                     
Cash and cash equivalents, end of period                                             $ 405,342       $1,250,136
                                                                                      ==========      ==========
                                                                                                     
                                                                                                     
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                               
Cash paid for interest                                                               $ 125,838       $   20,033
                                                                                      ==========      ==========
Cash paid for income taxes                                                           $  50,000       $       --
                                                                                      ==========      ==========
</TABLE>

              See notes to condensed unaudited financial statements



                                  Page 5 of 12
<PAGE>




                                  ENDOGEN, INC.
                NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

1.  Basis of Presentation
      The unaudited condensed 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,
      1996 and the results of operations for the three and six month periods
      ended November 30, 1996 and 1995. 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-K filed with the
      Securities and Exchange Commission (the "SEC") on August 29, 1996 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. Summary of Significant Accounting Policies
      Net Income Per Share
      Net income per share has been determined by taking net income divided by
      the weighted average common shares and common share equivalents
      outstanding during the period.

      Change in Estimate
      Effective September 1, 1996, the Company changed its estimate of the
      remaining service life of certain fixed assets. The effect of the change
      in estimate was a decrease in depreciation expense of approximately
      $53,000 and an increase in earnings per share of $.02 for the three months
      ended November 30, 1996.


3.  Inventories
      Inventories consist of the following:

                                                   November 30,        May 31,
                                                      1996             1996
                                                   ------------     ------------

       Raw materials and supplies                  $  704,036       $  294,176
       Work in process                                436,311          314,976
       Finished goods                                 436,781          680,750
                                                    ----------      -----------
                                                   $1,577,128       $1,289,902
                                                    ==========      ===========


4. Fixed Assets
      Fixed assets consist of the following:
                                                   November 30,        May 31,
                                                       1996             1996
                                                  -----------       -----------

       Laboratory equipment                       $  942,400        $  896,056
       Computer and office equipment                 690,664           603,540
       Leasehold improvements                      1,307,988           945,736
                                                   ----------        ----------
                                                   2,941,052         2,445,332

       Accumulated depreciation and amortization    (848,888)         (550,350)
                                                   ----------        ----------
                                                  $2,092,164        $1,894,982
                                                   ==========        ==========


                                  Page 6 of 12
<PAGE>

                                 Endogen, Inc.
               Notes to Condensed Unaudited Financial Statements

5. Accounts Payable and Accrued Expenses
      Accounts payable and accrued expenses consist of the following:

                                                   November 30,      May 31,
                                                       1996           1996
                                                   ------------    --------

       Accounts payable                             $  696,544   $  624,043
       Accrued wages                                   178,172      138,204
       Accrued royalties                               173,024      147,357
       Accrued professional fees                       126,147      216,734
       Accrued interest                                 31,460           --
                                                    ----------   ----------
                                                    $1,205,347   $1,126,338
                                                    ==========   ==========


6.    Common Stock
      On November 6, 1996, the stockholders of the Company approved an increase
      in the number of authorized shares of common stock from 5,000,000 to
      10,000,000 shares.



                                  Page 7 of 12
<PAGE>


                                  ENDOGEN, INC.

PART I - 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.

Endogen, Inc. ("Endogen" or the "Company") is principally engaged in the
development, manufacture and sale of specialty reagents and immuno-assay test
kits for pharmaceutical, biotechnology and biomedical research. These products
include over 200 specialty reagents and 49 immuno-assay test kits that measure
immune system function in human, mouse, rat, rabbit or porcine samples. Products
are sold directly in the United States and through distributors in over 40
foreign countries.

Results of Operations
For the six months ended November 30, 1996, product revenues increased 65% to
$4,704,111 from $2,846,556 in the same period last year. Revenues in the quarter
ended November 30, 1996 increased 74% to $2,477,630 from $1,424,996 in the same
quarter in 1995. The growth is attributable to increased sales volume from
existing Endogen product lines, new product introductions and product lines
acquired through the Company's acquisition of T Cell Diagnostics ("TCD") in
March 1996.

Cost of sales was $1,614,231 for the six months ended November 30, 1996 compared
with $956,112 for the same period last year. As a percentage of product
revenues, cost of sales was 34% in each of the six-month periods ended November
30, 1996 and 1995, respectively. Similarly, cost of sales was $804,846 or 32% of
revenues in the second quarter ended November 30, 1996 versus $455,152 or 32% in
the same quarter in 1995.

Research and development expense was $629,896 for the six months ended November
30, 1996 versus $501,287 for the same period last year, an increase of $128,609.
As a result of the growth of Endogen's revenues, research and development
expense decreased as a percentage of revenues to 13% for the six months ended
November 30, 1996 from 18% for the same period last year. For the three months
ended November 30, 1996, research and development expense was $332,750 or 13% of
revenues versus $249,903 or 18% of revenues for the prior year quarter. Future
research and development spending could, however, be expected to more closely
approach historical levels. Endogen plans to continue to spend heavily on
research and development in order to develop new products and to upgrade
existing products.

Selling, general and administrative expense was $2,020,383 for the six months
ended November 30, 1996 compared with $1,293,456 for the same period last year.
The increase of $726,927 is due primarily to increases in sales and marketing
staffing and activities. As a percentage of product revenues, selling, general
and administrative expense decreased to 43% of revenues for the six months ended
November 30, 1996 compared with 45% for the same period last year. This
improvement is attributable to improved efficiencies stemming from the TCD
acquisition and increased product revenues. For the three months ended November
30, 1996, selling, general and administrative expense was $1,094,466 or 44% of
revenues versus $644,776 or 45% of revenues in the comparable 1995 quarter.

Net interest expense was $120,434 for the six months ended November 30, 1996
compared with net interest income of $677 for the same period last year. The
increase in interest expense is due primarily to a convertible subordinated note
in the original principal amount of $2,002,978 issued by Endogen in connection
with the TCD acquisition in March 1996 and borrowings under a term note payable
with a bank.

The Company's effective tax rate is 16% for the three and six months ended
November 30, 1996. The effective rate is a result of 1997 operating income and
expected utilization of the Company's net operating loss and research and
development tax credit carryforwards. The Company did not have a provision for
income taxes during 1996 due to cumulative operating losses.



                                  Page 8 of 12
<PAGE>
                                 ENDOGEN, INC.

Liquidity and Capital Resources
The substantial 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. Endogen has financed
its liquidity needs primarily through cash from operations, a working capital 
line of credit with a bank and a term loan payable to a bank.

At November 30, 1996, Endogen's cash position was $405,342, a decrease of
$358,397 from May 31, 1996. At May 31, 1996, Endogen had utilized $450,000 of a
$500,000 working capital line of credit with a bank. On August 28, 1996, the
Company refinanced its existing line of credit with a bank, providing for
maximum borrowings of $850,000. Outstanding borrowings with this bank under a
line of credit totaled $50,000 at November 30, 1996 and outstanding borrowings
under a term loan agreement totaled $400,000 at November 30, 1996.

Based on management's current projections, Endogen believes that its financial
resources and cash flows from operations, together with the bank credit line and
term loan 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.


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, and (vi) recruit and retain highly talented professionals in a
competitive job market. 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-K filed on August 29, 1996 and its Quarterly Report on Form 10-QSB filed on
October 15, 1996.



                                  Page 9 of 12
<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 6, 1996. A vote was proposed (1) to elect members of the
         Company's Board of Directors to serve for the ensuing year or until
         their successors are elected and qualified, or until their earlier
         resignation or removal; (2) to amend the Company's Restated Articles of
         Organization to increase the number of authorized shares of Common
         Stock, $.01 par value per share, from 5,000,000 to 10,000,000 shares;
         and (3) to ratify the selection of the firm of Price Waterhouse LLP as
         independent auditors for the fiscal year ending May 31, 1997. The
         shareholder voting results are as follows:

<TABLE>
<CAPTION>

                                                 Votes     Votes        Votes      Broker
                                                  for     against     abstained   Non-votes
          <S>                                   <C>        <C>         <C>           <C> 

         (1)   Election of:

              Owen A. Dempsey                  2,504,959    77,751        -           -
              Wallace G. Dempsey               2,505,027    77,683        -           -
              Irwin J. Gruverman               2,394,027   188,683        -           -
              Hayden H. Harris                 2,504,734    77,976        -           -
              Wolfgang Woloszczuk              2,505,027    77,683        -           -

         (2)   Amend Restated Articles of Organization

                                               2,458,789   105,200     18,721         -

         (2)  Ratify Price Waterhouse LLP      2,568,048     4,203     10,459         -
</TABLE>


Item 6 - Exhibits and Reports on Form 8-K

      (a) - EXHIBITS
            --------


       3.1  Restated Articles of Organization

      11.1  Statement Re: Computation of Per Share Earnings

      27.1  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 10 of 12
<PAGE>


                                 ENDOGEN, INC.


                                   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.


                                        ENDOGEN, INC.



                                        BY:



Date:  January 13, 1997                 /s/ Owen A. Dempsey
                                        --------------------------------
                                        Owen A. Dempsey
                                        Director, President and
                                        Chief Executive Officer






Date:  January 13, 1997                 /s/ Avery W. Catlin
                                        --------------------------------
                                        Avery W. Catlin
                                        Vice President, Finance, Treasurer
                                        and Chief Financial Officer
                                        (Principal Financial and
                                        Chief Accounting Officer)





                                 Page 11 of 12
<PAGE>


                                 ENDOGEN, INC.



                                INDEX TO EXHIBITS



Exhibit Number                    Description                            Page


     3.1     Restated Articles of Organization...........................


    11.1     Statement regarding Computation of Earnings per Share.......


    27.1     Financial Data Schedule.....................................



                                 Page 12 of 12