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 August 31, 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 October 7, 1998
           -----                        ----------------------------------------
Common Stock, $0.01 par value                           3,454,502


Transitional Small Business Disclosure Format (check one):

Yes                  No   X
    -----               -----


                        Exhibit index located on page 15



                                  Page 1 of 15
<PAGE>



                                  ENDOGEN, INC.

                                   FORM 10-QSB

                          QUARTER ENDED AUGUST 31, 1998
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                         Page
PART I - FINANCIAL INFORMATION                                          Number
------------------------------                                          ------
<S>                                                                     <C>
Item 1 - Financial Statements (Unaudited)

    Balance Sheet
      August 31, 1998 and May 31, 1998....................................  3

    Statement of Income
      for the three months ended August 31, 1998 and August 31, 1997......  4

    Statement of Cash Flows
      for the three months ended August 31, 1998 and August 31, 1997......  5

    Notes to Unaudited Financial Statements...............................  6

Item 2 - Management's Discussion and Analysis of
    Financial Condition and Results of Operations.........................  8


PART II - OTHER INFORMATION


Item 6 - Exhibits and Reports on Form 8-K................................. 13

Signatures................................................................ 14

Index To Exhibits......................................................... 15
</TABLE>


                                  Page 2 of 15
<PAGE>



PART I  -  FINANCIAL INFORMATION

Item 1.   Financial Statements


                                    ENDOGEN, INC.
                                    BALANCE SHEET

<TABLE>
<CAPTION>

                                                    August 31,           May 31,
                                                       1998               1998
                                                  -------------      -------------
                                                   (unaudited)
<S>                                               <C>                <C>
ASSETS
Current assets:
    Cash and cash equivalents                     $  1,177,754       $  1,175,490
    Accounts receivable, net of allowance for
     doubtful accounts and returns of $50,000 at              
     August 31, 1998 and May 31, 1998                1,359,770          1,374,431
    Inventories                                      2,003,069          1,841,135
    Prepaid expenses and other current assets          435,735            449,633
    Deferred income taxes                              151,000            151,000
                                                  -------------      -------------
       Total current assets                          5,127,328          4,991,689

    Fixed assets, net                                1,889,186          2,020,063
    Intangible assets, net                             269,815            299,907
    Deferred income taxes                              445,000            445,000
    Other assets                                       155,343            163,662
                                                  -------------      -------------
                                                  $  7,886,672       $  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         7,316              6,917
    Accounts payable and accrued expenses            1,052,444          1,088,840
                                                  -------------      -------------
       Total current liabilities                     1,260,082          1,296,079
                                                  -------------      -------------

Term notes payable - bank                              144,981            195,061
Capital lease obligations                                5,873              7,858
                                                  -------------      -------------
                                                       150,854            202,919
                                                  -------------      -------------

Stockholders' equity:
    Common stock, $.01 par value; 10,000,000
     shares authorized; 3,448,802 and 3,442,802
     shares issued and outstanding at August 31,
     1998 and May 31, 1998, respectively                34,488             34,428
    Additional paid-in capital                       6,354,342          6,342,402
    Deferred compensation                              (89,668)          (100,876)
    Retained earnings                                  176,574             145,369
                                                  -------------      -------------
       Total stockholders' equity                    6,475,736          6,421,323
                                                  -------------      -------------
                                                  $  7,886,672       $  7,920,321
                                                  =============      =============
</TABLE>


                  See notes to unaudited financial statements


                                  Page 3 of 15
<PAGE>



                                  ENDOGEN, INC.
                               STATEMENT OF INCOME
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                      Three Months Ended

                                                    August 31,      August 31,
                                                       1998            1997
                                                    ----------      ----------
<S>                                                 <C>             <C>
REVENUES:                                           $2,516,580      $2,324,013
                                                    ----------      ----------

COSTS AND EXPENSES:
    Cost of revenues                                   985,324         893,064
    Selling, general and administrative              1,000,917         959,211
    Research and development                           479,441         333,338
                                                    ----------      ----------
                                                     2,465,682       2,185,613
                                                    ----------      ----------

      Income from operations                            50,898         138,400

Interest expense, net                                    1,693           3,219
                                                    ----------      ----------
      Income before income taxes                        49,205         135,181

Income tax provision                                    18,000          41,000
                                                    ----------      ----------

      Net income                                    $   31,205      $   94,181
                                                    ==========      ==========

  Basic earnings per share                          $     0.01      $     0.03
                                                    ==========      ==========

  Diluted earnings per share                        $     0.01      $     0.03
                                                    ==========      ==========

Shares used in computing:

  Basic earnings per share                           3,445,085       3,420,036
                                                    ==========      ==========

  Diluted earnings per share                         3,578,400       3,584,625
                                                    ==========      ==========
</TABLE>


                   See notes to unaudited financial statements


                                  Page 4 of 15
<PAGE>



                                  ENDOGEN, INC.
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Three Months Ended

                                                            August 31,   August 31,
                                                               1998         1997
                                                            ----------   ----------
<S>                                                        <C>           <C>
Increase (Decrease) in Cash and Cash Equivalents

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                            $   31,205    $  94,181
     Adjustments to reconcile net income to net cash 
       provided by operating activities:
           Depreciation and amortization                      240,202      200,394
           Decrease in accounts receivable                     14,661      169,087
           Increase in inventories                           (161,934)    (113,170)
           Decrease (increase) in prepaid expenses and         
             other assets                                      13,898      (17,322)
           Decrease in accounts payable and accrued           
             expenses                                         (36,396)    (123,143)
                                                           -----------   ----------
               Net cash provided by operating activities      101,636      210,027
                                                           -----------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of fixed assets                                (59,706)     (98,876)
                                                           -----------   ----------

               Net cash used for investing activities         (59,706)     (98,876)
                                                           -----------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Repayment of capital lease obligations and term          
       notes payable - bank                                   (51,666)     (37,872)
     Proceeds from issuance of common stock                    12,000       12,761
                                                           -----------   ----------

               Net cash used for financing activities         (39,666)     (25,111)
                                                           -----------   ----------

Net increase in cash and cash equivalents                       2,264       86,040

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

Cash and cash equivalents, end of period                   $1,177,754    $ 420,090
                                                           ===========   ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest                                     $   10,328    $   8,799
                                                           ===========   ==========

Cash paid for income taxes                                 $  162,956    $  25,465
                                                           ===========   ==========
</TABLE>


                   See notes to unaudited financial statements


                                  Page 5 of 15
<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 August 31, 1998 and
     the results of operations for the three month periods ended August 31, 1998
     and August 31, 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>
                                        August 31, 1998    May 31, 1998
                                        ---------------    ------------
     <S>                                 <C>                <C>
     Raw materials and supplies          $   815,860        $   793,872
     Work-in-process                         206,492            165,771
     Finished goods                          980,717            881,492
                                         -----------        -----------
                                         $ 2,003,069        $ 1,841,135
                                         ===========        ===========
</TABLE>


3.  Fixed Assets

      Fixed assets consist of the following:

<TABLE>
<CAPTION>

                                        August 31, 1998     May 31, 1998
                                        ---------------     ------------
     <S>                                 <C>                <C>
     Laboratory equipment                $ 1,161,117        $ 1,142,160
     Computer and office equipment         1,015,782            975,033
     Leasehold improvements                1,715,745          1,715,745
                                         -----------        -----------
                                           3,892,644          3,832,938
     Accumulated depreciation and
     amortization                         (2,003,458)        (1,812,875)
                                         -----------        -----------
                                         $ 1,889,186        $ 2,020,063
                                         ===========        ===========
</TABLE>



                                  Page 6 of 15
<PAGE>


                                  ENDOGEN, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


4.  Intangible Assets

    Intangible assets consist of the following:

<TABLE>
<CAPTION>

                                        August 31, 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               (525,493)          (495,401)
                                         -----------        -----------
                                         $   269,815        $   299,907
                                         ===========        ===========
</TABLE>

5.  Accounts Payable and Accrued Expenses

    Accounts payable and accrued expenses consist of the following:

<TABLE>
<CAPTION>

                                        August 31, 1998     May 31, 1998
                                        ---------------     ------------
      <S>                                <C>                <C>
      Accounts payable                   $   433,717        $   439,215
      Accrued wages                          264,065            219,026
      Accrued royalties                       84,340            123,287
      Accrued professional fees              266,462            175,620
      Accrued income taxes                     3,860            131,692
                                         -----------        -----------
                                         $ 1,052,444        $ 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%. At
     August 31, 1998, the Company had $850,000 available under this revolving
     line of credit.



                                  Page 7 of 15
<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.

  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 income expressed as a percentage of
revenues.

<TABLE>
<CAPTION>

PERCENTAGE OF REVENUES                  Three months ended August 31,
                                              1998        1997
---------------------------------------------------------------------
<S>                                          <C>         <C>
Revenues..................................   100.0%      100.0%
Costs and expenses:
 Cost of revenues.........................    39.1%       38.4%
 Selling, general and administrative......    39.8%       41.3%
 Research and development.................    19.1%       14.3%
Income from operations....................     2.0%        6.0%
 Interest expense, net....................     0.1%        0.2%
Net income before income taxes............     1.9%        5.8%
 Provision for income taxes...............     0.7%        1.7%
Net income................................     1.2%        4.1%
</TABLE>


              Three Month Period Ended August 31, 1998 As Compared
                with the Three Month Period Ended August 31, 1997
                -------------------------------------------------

Revenues

For the three months ended August 31, 1998, total revenues increased to
$2,516,580 from $2,324,013 during the same period last year, an increase of
$192,567, or 8.3%. Domestic and international sales of Endogen branded products
increased 5.5% during the first quarter of fiscal 1999 compared to the first
quarter of fiscal 1998. This growth was due primarily to increased sales volume
from existing Endogen product lines and new product introductions. Private label
sales increased 15.3% in the first quarter of fiscal 1999 compared with the
first quarter of fiscal 1998 due primarily to an increase in sales to one major
private label customer. 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 8 of 15
<PAGE>


                                  ENDOGEN, INC.

Cost of Revenues

     Cost of revenues was $985,324 for the three months ended August 31, 1998
compared with $893,064 for the same period last year, an increase of $92,260, or
10%. As a percentage of revenues, cost of revenues was 39% and 38% during the
three month periods ended August 31, 1998 and 1997, respectively. This increase
in cost of revenues as a percentage of revenues was due in part 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 $1,000,917 for the three
months ended August 31, 1998 compared with $959,211 for the same period last
year, an increase of $41,706, or 4%. This increase was due primarily to
increases in expenditures for marketing activities associated with the launch of
the Xplore mRNA product line and increases in professional fees and consulting
expenses. As a percentage of revenues, selling, general and administrative
expense decreased to 40% of revenues for the three months ended August 31, 1998
compared with 41% for the same period last year.

Research and Development Expenses

     Research and development expense was $479,441 for the three months ended
August 31, 1998 compared with $333,338 for the same period last year, an
increase of $146,103, or 44%. A significant portion 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 19% for the
three months ended August 31, 1998 from 14% 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 Expense

     Net interest expense was $1,693 for the three months ended August 31, 1998
compared with net interest expense of $3,219 for the same period last year. 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 three months ended August 31, 1998 and 1997, the Company recorded
provisions for income taxes of $18,000 and $41,000, respectively, based on
estimated effective tax rates at August 31, 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 August 31, 1998, Endogen's cash and cash equivalent position was
$1,177,754, an increase of $2,264 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 August 31, 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.

Cash Flows from Operating Activities

     Net cash provided by operating activities during the three month period
ended August 31, 1998 was $101,636 as compared to $210,027 during the same
period last year. For the first quarter of fiscal 1999, net cash provided by
operating activities consisted primarily of a decrease in accounts receivable of
$14,661, a decrease in prepaid expenses and other assets of $13,898,
depreciation and amortization of $240,202 and net income of $31,205. This was
offset in part by an increase in inventories of $161,934 and a decrease in
accounts payable and accrued expenses of 



                                  Page 9 of 15

<PAGE>


                                  ENDOGEN, INC.


$36,396. For the first quarter of fiscal 1998, net cash provided by operating
activities consisted primarily of net income of $94,181, depreciation and
amortization of $200,394 and a decrease in accounts receivable of $169,087. This
was partially offset by an increase in inventories of $113,170, an increase in
prepaid expenses and other assets of $17,322 and a decrease in accounts payable
and accrued expenses of $123,143.

Cash Flows from Investing Activities

     Net cash used for investing activities during the three month periods ended
August 31, 1998 and 1997 was $59,706 and $98,876, respectively, and consisted of
investments in capital equipment.

Cash Flows from Financing Activities

     During the three month period ended August 31, 1998, net cash used for
financing activities was $39,666 and consisted of repayments of capital lease
obligations and term notes payable of $51,666, offset in part by proceeds from
the issuance of common stock of $12,000. In the first quarter of fiscal 1998,
net cash used for financing activities was $25,111 and consisted of repayments
of capital lease obligations and term notes payable of $37,872, offset in part
by proceeds from the issuance of common stock of $12,761.

     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.

     -    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.



                                  Page 10 of 15
<PAGE>


                                  ENDOGEN, INC.


     -    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 system is currently being assessed for
          Year 2000 compliance. The Company anticipates completing this
          assessment by December 1998.

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 intends to initiate 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 undertaken an 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 intends to initiate an assessment of the Year 2000 compliance of the 
various third parties with which it maintains a material business relationship.
The Company intends to begin such an assessment in December 1998 and anticipates
completing this review 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 intends to begin 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.


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 



                                  Page 11 of 15
<PAGE>


                                  ENDOGEN, INC.


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.



                                  Page 12 of 15
<PAGE>


                                  ENDOGEN, INC.


PART II - OTHER INFORMATION


Item 6 - Exhibits and Reports on Form 8-K

     (a) - EXHIBITS

     3.1  By-laws, as amended on July 30, 1998

     10.1 Third Loan Modification Agreement dated as of August 27, 1998 between
          Endogen, Inc. and Silicon Valley Bank.

     11.1 Statement Re: Computation of Per Share Earnings

     27.1 Financial Data Schedule

     27.2 Restated Financial Data Schedule for the three months ending August 
          31, 1997

     27.3 Restated Financial Data Schedule for the six months ending November 
          30, 1997


     (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 13 of 15
<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:  October 2, 1998                   /s/ Owen A. Dempsey
                                         ---------------------------------------
                                         Owen A. Dempsey
                                         Director, President and
                                         Chief Executive Officer
                                         (Principal Executive Officer)



Date:  October 2, 1998                   /s/ Avery W. Catlin
                                         ---------------------------------------
                                         Avery W. Catlin
                                         Vice President, Operations and Finance,
                                         Treasurer and Chief Financial Officer
                                         (Principal Financial and
                                         Chief Accounting Officer)



                                  Page 14 of 15
<PAGE>


                                  ENDOGEN, INC.



                               INDEX TO EXHIBITS


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

3.1            By-laws, as amended on July 30, 1998.

10.1           Third Loan Modification Agreement dated as of August 27, 1998 
               between Endogen, Inc. and Silicon Valley Bank.

11.1           Statement Re: Computation of Earnings per Share.

27.1           Financial Data Schedule.

27.2           Restated Financial Data Schedule for the three months ending 
               August 31, 1997.

27.3           Restated Financial Data Schedule for the six months ending 
               November 30, 1997.




                                  Page 15 of 15