<PAGE>

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                           COMMISSION FILE NO. 0-23659

                                   VYSIS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


             DELAWARE                                  36-3803405
  (STATE OR OTHER JURISDICTION OF       (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
   INCORPORATION OR ORGANIZATION)

       3100 WOODCREEK DRIVE                             60515-5400
     DOWNERS GROVE, ILLINOIS                             (ZIP CODE)
      (ADDRESS OF PRINCIPAL
        EXECUTIVE OFFICES)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (630) 271-7000

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /

     Number of shares of Common Stock, par value $.001 per share, outstanding as
of August 2, 1999: 9,915,461


<PAGE>

                                   VYSIS, INC.
                                    FORM 10-Q
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                            PAGE
                                                                            ----
<S>       <C>                                                               <C>

                          PART I: FINANCIAL INFORMATION

ITEM 1: Financial Statements

          Consolidated Balance Sheets
               As of June 30, 1999 and December 31, 1998 .................     2

          Consolidated Statements of Operations
               For the three months ended June 30, 1999 and 1998 .........     3

          Consolidated Statements of Operations
               For the six months ended June 30, 1999 and 1998 ...........     4

          Consolidated Statements of Comprehensive Operations
               For the three months ended June 30, 1999 and 1998 .........     5

          Consolidated Statements of Comprehensive Operations
               For the six months ended June 30, 1999 and 1998 ...........     6

          Consolidated Statements of Cash Flows
               For the six months ended June 30, 1999 and 1998 ...........     7

          Notes to Consolidated Financial Statements .....................     8

ITEM 2: Management's Discussion and Analysis of Financial Condition
           and Results of Operations .....................................    12

ITEM 3: Quantitative and Qualitative Disclosure About Market Risk ........    19

                           PART II: OTHER INFORMATION

ITEM 1: Legal Proceedings ................................................    20

ITEM 2: Changes in Securities and Use of Proceeds ........................    20

ITEM 4: Submission of Matters to a Vote of Security Holders ..............    21

ITEM 6: Exhibits and Reports on Form 8-K .................................    22

SIGNATURE  ...............................................................    23

</TABLE>


                                       1
<PAGE>

                          PART I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS

                                   VYSIS, INC.
                   (AN INDIRECT SUBSIDIARY OF BP AMOCO P.L.C.)

                           CONSOLIDATED BALANCE SHEETS

               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                    JUNE 30,    DECEMBER 31,
                                                                                      1999         1998
                                                                                    --------     --------
<S>                                                                                 <C>          <C>
ASSETS
Current assets:
  Cash and cash equivalents ....................................................    $  1,680     $  4,672
  Short-term investments .......................................................       8,445       13,667
  Accounts receivable, net .....................................................       5,284        6,106
  Current portion of long-term lease receivables ...............................         432          378
  Inventories ..................................................................       2,797        2,487
  Other current assets .........................................................       1,298          782
                                                                                    --------     --------
        Total current assets ...................................................      19,936       28,092
Property and equipment, net ....................................................       3,508        3,879
Investment .....................................................................        --            562
Long-term lease receivables ....................................................         285          626
Other assets ...................................................................       1,728        1,884
                                                                                    --------     --------
        Total assets ...........................................................    $ 25,457     $ 35,043
                                                                                    --------     --------
                                                                                    --------     --------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:

  Current portion of long-term debt ............................................    $    461     $    553
  Accounts payable and accrued liabilities .....................................       7,611        9,475
  Deferred revenue .............................................................         742          966
                                                                                    --------     --------
        Total current liabilities ..............................................       8,814       10,994
                                                                                    --------     --------

Long-term debt .................................................................         230          523
                                                                                    --------     --------

Stockholders' equity:

  Convertible Preferred Stock, $0.001 par value; 10,000,000 shares authorized:
        Series A; 6,200,000 shares designated; none issued and outstanding at
        June 30, 1999 and December 31, 1998 ....................................        --           --
        Series B; 553,126 shares designated; none issued and outstanding at
        June 30, 1999 and December 31, 1998 ....................................        --           --
  Common stock, $0.001 par value; 35,000,000 shares authorized; 9,811,063 issued
        and outstanding at June 30, 1999; 9,788,401 issued and outstanding
        at December 31, 1998 ...................................................          10           10
  Additional paid-in capital ...................................................      71,878       71,862
  Deferred compensation ........................................................         (46)         (81)
  Unrealized gain on investment ................................................        --            462
  Cumulative translation adjustment ............................................        (507)        (101)
  Accumulated deficit ..........................................................     (54,922)     (48,626)
                                                                                    --------     --------
        Total stockholders' equity .............................................      16,413       23,526
                                                                                    --------     --------
        Total liabilities and stockholders' equity .............................    $ 25,457     $ 35,043
                                                                                    --------     --------
                                                                                    --------     --------
</TABLE>

               See notes to the consolidated financial statements.
                                       2

<PAGE>

                                   VYSIS, INC.
                   (AN INDIRECT SUBSIDIARY OF BP AMOCO P.L.C.)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                   THREE MONTHS ENDED JUNE 30,
                                                                   ---------------------------
                                                                       1999        1998
                                                                      -------     -------
<S>                                                                   <C>         <C>
Revenues:
  Product revenue ................................................    $ 6,354     $ 6,286
  Grant and other revenue ........................................        118         396
  Legal settlement ...............................................       --           384
                                                                      -------     -------
        Total revenues ...........................................      6,472       7,066
Cost of goods sold ...............................................      2,639       2,813
                                                                      -------     -------
Gross profit .....................................................      3,833       4,253
                                                                      -------     -------
Operating expenses:
  Research and development .......................................      2,351       2,950
  Selling, general and administrative ............................      4,413       4,670
                                                                      -------     -------
        Total operating expenses .................................      6,764       7,620
                                                                      -------     -------
Loss from operations .............................................     (2,931)     (3,367)
Interest income ..................................................        150         359
Interest expense .................................................        (17)        (39)
                                                                      -------     -------
Net loss .........................................................    $(2,798)    $(3,047)
                                                                      -------     -------
                                                                      -------     -------
Basic and diluted net loss per share .............................    $ (0.29)    $ (0.31)
                                                                      -------     -------
                                                                      -------     -------
Shares used in computing basic and diluted net loss per share ....      9,808       9,700

</TABLE>

               See notes to the consolidated financial statements.


                                       3
<PAGE>

                                   VYSIS, INC.
                   (AN INDIRECT SUBSIDIARY OF BP AMOCO P.L.C.)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                     SIX MONTHS ENDED JUNE 30,
                                                                     -------------------------
                                                                        1999         1998
                                                                      --------     --------
<S>                                                                   <C>          <C>
Revenues:
  Product revenue ................................................    $ 11,637     $ 10,845
  Grant and other revenue ........................................         279          888
  Legal settlement ...............................................        --            384
                                                                      --------     --------
        Total revenues ...........................................      11,916       12,117
Cost of goods sold ...............................................       4,686        4,874
                                                                      --------     --------
Gross profit .....................................................       7,230        7,243
                                                                      --------     --------
Operating expenses:

  Research and development .......................................       4,828        5,527
  Selling, general and administrative ............................       8,834        9,716
  Restructuring expense ..........................................         541         --
                                                                      --------     --------
        Total operating expenses .................................      14,203       15,243
                                                                      --------     --------
Loss from operations .............................................      (6,973)      (8,000)
Interest income ..................................................         370          572
Gain on sale of investment .......................................         357         --
Interest expense .................................................         (50)        (170)
                                                                      --------     --------
Net loss .........................................................    $ (6,296)    $ (7,598)
                                                                      --------     --------
                                                                      --------     --------
Basic and diluted net loss per share .............................    $  (0.64)    $  (0.83)
                                                                      --------     --------
                                                                      --------     --------

Shares used in computing basic and diluted net loss per share ....       9,800        9,009

</TABLE>

               See notes to the consolidated financial statements.


                                       4
<PAGE>

                                   VYSIS, INC.
                   (AN INDIRECT SUBSIDIARY OF BP AMOCO P.L.C.)

               CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS

                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                   THREE MONTHS ENDED JUNE 30,
                                                   ---------------------------
                                                       1999        1998
                                                    -------     -------

<S>                                                 <C>         <C>
Net loss .......................................    $(2,798)    $(3,047)

Other comprehensive income (loss):
      Cumulative translation adjustment ........       (123)        122
      Unrealized holding loss on investment ....       --          (190)
                                                    -------     -------
            Total other comprehensive loss .....       (123)        (68)
                                                    -------     -------
Comprehensive loss .............................    $(2,921)    $(3,115)
                                                    -------     -------
                                                    -------     -------
</TABLE>

               See notes to the consolidated financial statements.


                                       5
<PAGE>

                                   VYSIS, INC.
                   (AN INDIRECT SUBSIDIARY OF BP AMOCO P.L.C.)

               CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS

                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                  SIX MONTHS ENDED JUNE 30,
                                                  -------------------------
                                                     1999        1998
                                                    -------     -------
<S>                                                 <C>         <C>
Net loss .......................................    $(6,296)    $(7,598)

Other comprehensive income (loss):
      Cumulative translation adjustment ........       (406)        119
      Unrealized holding loss on investment ....       (105)       (164)
      Realized loss on investment ..............       (357)       --
                                                    -------     -------
            Total other comprehensive loss .....       (868)        (45)
                                                    -------     -------
Comprehensive loss .............................    $(7,164)    $(7,643)
                                                    -------     -------
                                                    -------     -------
</TABLE>


               See notes to the consolidated financial statements.


                                       6
<PAGE>

                                   VYSIS, INC.
                   (AN INDIRECT SUBSIDIARY OF BP AMOCO P.L.C.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                             SIX MONTHS ENDED JUNE 30,
                                                                             -------------------------
                                                                                1999         1998
                                                                              --------     --------
<S>                                                                           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss ................................................................    $ (6,296)    $ (7,598)
 Reconciliation of net loss to net cash used in operating activities:
       Depreciation and amortization .....................................         868        1,364
       Gain on sale of investment ........................................        (357)        --
       Stock compensation ................................................          35           82
       Changes in assets and liabilities:
             Accounts receivable .........................................         399       (1,759)
             Inventories .................................................        (408)         (28)
             Other current assets ........................................        (504)         294
             Lease receivables ...........................................         179         --
             Other assets ................................................          80         (180)
             Accounts payable and accrued liabilities ....................      (1,711)        (281)
             Deferred revenue ............................................        (189)        (180)
                                                                              --------     --------
       Net cash used in operating activities .............................      (7,904)      (8,286)
                                                                              --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Proceeds from maturities of short-term investments ......................      17,732         --
 Proceeds from sale of investment ........................................         457         --
 Purchases of short-term investments .....................................     (12,510)     (13,346)
 Purchases of property and equipment .....................................        (384)        (423)
 Increase in other assets ................................................         (64)        (102)
                                                                              --------     --------
       Net cash provided by (used in) investing activities ...............       5,231      (13,871)
                                                                              --------     --------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from option plan exercises .....................................          16         --
 Proceeds from issuance of common stock ..................................        --         32,161
 Increase in note payable--BP Amoco ......................................        --          1,665
 Expenses funded by BP Amoco .............................................        --            153
 Loan repayment to BP Amoco ..............................................        --         (2,000)
 Principal payments on long-term borrowings ..............................        (272)        --
                                                                              --------     --------
       Net cash provided by (used in) financing activities ...............        (256)      31,979
Effect of exchange rate changes on cash ..................................         (63)          (8)
                                                                              --------     --------
Net increase (decrease) in cash and cash equivalents .....................      (2,992)       9,814
Cash and cash equivalents at beginning of period .........................       4,672          669
                                                                              --------     --------
Cash and cash equivalents at end of period ...............................    $  1,680     $ 10,483
                                                                              --------     --------
                                                                              --------     --------
</TABLE>

               See notes to the consolidated financial statements.


                                       7
<PAGE>

                                   VYSIS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1--ORGANIZATION AND BUSINESS:

     Vysis, Inc. ("Vysis" or the "Company") is a Genomic Disease Management
company that develops, commercializes and markets clinical products that provide
information critical to the evaluation and management of cancer, prenatal
disorders and other genetic diseases. Vysis currently markets five U.S. Food and
Drug Administration ("FDA") cleared or approved clinical products in addition to
distributing over 300 research products through its direct sales operations in
the United States and Europe and a worldwide distribution network covering 51
countries. The Company's wholly owned subsidiary, Gene-Trak Systems Industrial
Diagnostics Corporation, manufactures and markets food testing kits based on DNA
("Deoxyribonucleic Acid") probes.

     The Company was incorporated in Delaware on April 18, 1991. The Company's
business represents the consolidation of multiple research units and programs of
the former Amoco Corporation. On December 31, 1998, Amoco Corporation merged
with the former British Petroleum Corporation, and as a result of the merger
became a wholly-owned subsidiary of BP Amoco p.l.c. As used herein, "BP Amoco"
refers to BP Amoco p.l.c. and its wholly owned subsidiaries. In 1994, BP Amoco
began consolidation of all of its medical diagnostic businesses and related
research under the Company. In March 1994, BP Amoco contributed to the Company
all of its genetic disease related assets, including the stock of Imagenetics
Incorporated (an Illinois corporation). Also in March 1994, BP Amoco contributed
all of its infectious disease related assets and the stock of Gene-Trak, Inc. to
the Company. Gene-Trak, Inc. had previously acquired certain infectious disease
related assets from Genzyme Corporation and BP Amoco, including all of the
interest in Gene-Trak Systems, a joint venture partnership for infectious
disease diagnostics established by BP Amoco and Integrated Genetics in 1986.

     On February 10, 1998, the Company completed the initial public offering of
3 million shares of its Common Stock, par value $0.001 per share, at a price of
$12.00 per share (the "IPO"). The net proceeds of the IPO after deducting
expenses were approximately $32.1 million. Concurrent with the consummation of
the IPO, the Company issued 675,000 shares of Common Stock at $12.00 per share
to BP Amoco in exchange for a reduction of $8.1 million in the Company's note
payable to BP Amoco. As of August 2, 1999, BP Amoco beneficially owned
approximately 67 percent of the Company's outstanding Common Stock.

NOTE 2--FINANCIAL INFORMATION:

     The unaudited interim consolidated financial statements of the Company have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, certain information and footnote disclosures
normally


                                       8

<PAGE>

                                   VYSIS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                                   (UNAUDITED)

included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These interim consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1998, and the Company's Quarterly
Report on Form 10-Q for the three months ended March 31, 1999, as filed with the
Securities and Exchange Commission.

     In the opinion of management, the interim consolidated financial statements
reflect all adjustments necessary for a fair presentation of the interim
periods. All such adjustments are of a normal, recurring nature. Certain amounts
in fiscal 1998 have been reclassified to conform to the fiscal 1999
presentation. These changes had no impact on previously reported results of
operations or stockholders' equity. The results of operations for the interim
periods are not necessarily indicative of the results of operations to be
expected for a full year.

NOTE 3--RECENT ACCOUNTING PRONOUNCEMENT:

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities," effective for
all fiscal quarters of all fiscal years beginning after June 15, 1999. It
establishes accounting and reporting standards for derivative instruments and
for hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. The Company anticipates that, due to its
current non-use of derivative instruments, the adoption of SFAS No. 133 will not
have a significant effect on the Company's results of operations or its
financial position.

NOTE 4--COMPOSITION OF BALANCE SHEET COMPONENT:

            Inventories consisted of the following (in thousands):

<TABLE>
<CAPTION>

                                               JUNE 30,      DECEMBER 31,
                                                 1999            1998
                                              ----------      -----------
<S>                                             <C>             <C>
Raw materials and supplies .............        $1,339          $   900
Finished goods .........................         1,458            1,587
                                              ----------      -----------
                                                $2,797           $2,487
                                              ----------      -----------
                                              ----------      -----------

</TABLE>

NOTE 5--LEASE RECEIVABLES AND LONG-TERM DEBT:

     A wholly-owned foreign subsidiary of the Company has entered into certain
sales-type leasing transactions with customers. In order to comply with local
regulations with respect to such leasing transactions, the subsidiary must
borrow money and has assigned to the lender a security interest in the lease
receivables and related equipment. The debt is payable in monthly or quarterly
installments, matures over the next two years and bears


                                       9

<PAGE>

                                   VYSIS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                                   (UNAUDITED)


interest at rates ranging from 6.4% to 9.5%.  The aggregate  maturities of gross
lease  receivables  and  long-term  debt for the years  ending  June 30,  are as
follows:

<TABLE>
<CAPTION>

                                GROSS       LONG-TERM
                             RECEIVABLES       DEBT
                             -----------    ---------
<S>                             <C>           <C>
2000 ...................        $  432        $  461
2001 ...................           567           230
2002 ...................            50          --
                                ------        ------
                                $1,049        $  691
                                ------        ------
                                ------        ------

</TABLE>

          The components of net lease receivables are as follows:

<TABLE>
<CAPTION>

                                                          JUNE 30,
                                                            1999
                                                          --------
<S>                                                       <C>
          Gross lease receivables .................       $ 1,049
          Allowance for doubtful accounts .........          (319)
          Unearned income .........................           (13)
                                                          -------
                                                          $   717
                                                          -------
                                                          -------

</TABLE>

NOTE 6--LEGAL SETTLEMENT:

     During the second  quarter of 1998,  the Company  recognized a $0.4 million
nonrecurring gain with respect to a settlement  agreement with Oncor, Inc. which
ended a patent  infringement suit brought by the Company, as exclusive licensee,
and its licensor.

NOTE 7--RESTRUCTURING:

     On  March  17,  1999,   the  Company's   Board  of  Directors   approved  a
restructuring  plan that resulted in the elimination of 20 positions  within the
Company. The Company recorded a restructuring charge for severance costs of $0.5
million during the first quarter of 1999.

NOTE 8--GAIN ON SALE OF INVESTMENT:

     During the first quarter of 1999,  the Company sold its  available-for-sale
investment  of Incyte  Pharmaceuticals,  Inc.  ("Incyte")  common stock for $0.5
million, resulting in a gain on the sale of $0.4 million.

NOTE 9--SEGMENT AND GEOGRAPHIC INFORMATION:

     The Company operates in one reportable  business segment:  the development,
manufacture  and sale of genetic  testing  products.  The Company's  revenues by
product  line for the three  months and six months  ended June 30, 1999 and 1998
are as follows (in thousands):


                                       10

<PAGE>

                                   VYSIS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                       THREE MONTHS ENDED JUNE 30,
                                                       ---------------------------
                                                           1999         1998
                                                         --------     --------
<S>                                                      <C>          <C>
FDA/AFSSAPS approved clinical genetic testing
 products ........................................       $  1,042     $    765
Research and other genetic testing products ......          2,978        2,976
Genetic instrument products ......................          1,363        1,568
Genetic research grants and license revenue ......            118          396
Distributed laboratory products ..................            282          314
Food testing products ............................            689          663
Legal settlement .................................           --            384
                                                         --------     --------
Consolidated total revenues ......................       $  6,472     $  7,066
                                                         --------     --------
                                                         --------     --------

</TABLE>

<TABLE>
<CAPTION>

                                                         SIX MONTHS ENDED JUNE 30,
                                                         -------------------------
                                                           1999         1998
                                                         --------     --------
<S>                                                      <C>          <C>
FDA/AFSSAPS approved clinical genetic testing
 products ........................................       $  1,923     $  1,211
Research and other genetic testing products ......          5,055        4,723
Genetic instrument products ......................          2,831        3,099
Genetic research grants and license revenue ......            279          888
Distributed laboratory products ..................            440          534
Food testing products ............................          1,388        1,278
Legal settlement .................................           --            384
                                                         --------     --------
Consolidated total revenues ......................       $ 11,916     $ 12,117
                                                         --------     --------
                                                         --------     --------

</TABLE>


     The Company's  revenues by  geographic  area based on location of customers
for the three  months and six months ended June 30, 1999 and 1998 are as follows
(in thousands):

<TABLE>
<CAPTION>

                                                       THREE MONTHS ENDED JUNE 30,
                                                       ---------------------------
                                                           1999         1998
                                                         --------     --------
<S>                                                      <C>          <C>
United States ....................................       $  2,983     $  3,073
Europe, Middle East and Africa ...................          3,798        4,416
Other ............................................            553          556
Eliminations .....................................           (862)        (979)
                                                         --------     --------
Consolidated total revenues ......................       $  6,472     $  7,066
                                                         --------     --------
                                                         --------     --------

</TABLE>

<TABLE>
<CAPTION>

                                                         SIX MONTHS ENDED JUNE 30,
                                                         -------------------------
                                                           1999         1998
                                                         --------     --------
<S>                                                      <C>          <C>
United States ....................................       $  5,489     $  5,176
Europe, Middle East and Africa ...................          7,516        7,612
Other ............................................          1,167        1,051
Eliminations .....................................         (2,256)      (1,722)
                                                         --------     --------
Consolidated total revenues ......................       $ 11,916     $ 12,117
                                                         --------     --------
                                                         --------     --------

</TABLE>


                                       11
<PAGE>

                                   VYSIS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                                   (UNAUDITED)

NOTE 10--SUBSEQUENT EVENTS:

     During July 1999, the Company sold its cytogenetic imaging instrumentation
("Imaging") business, which represented nearly all of the Company's current
genetic instrument product line, to Applied Imaging Corp. ("AI") for a purchase
price of $2.35 million plus an additional consideration estimated to be
approximately $0.5 million for the purchase of certain Imaging component
inventory. Of the estimated $2.85 million in total consideration, the Company
has received $1.0 million in cash and $0.6 million of AI restricted common
stock. In addition, in accordance with the sale agreement, AI is obligated to
pay in cash an estimated $0.5 million during August 1999 for the inventory, $0.5
million in July 2000, and $0.25 million in January 2001. The Company estimates a
minimum gain on the sale of the Imaging business of approximately $1.1 million,
which excludes the future cash payments due in 2000 and 2001.

     In addition, during July 1999, the Company acquired Aprogenex, Inc.'s
intellectual property portfolio for $250,000 plus the issuance of 80,291 shares
of the Company's common stock. The intellectual property portfolio included 12
United States patents and several licensed rights as well as the European and
Japanese counterpart patents and patent applications. The portfolio broadly
covers the identification of fetal cells in maternal blood by targeting m-RNA as
well as patents covering the use of oligonucleotides as Fluorescence IN SITU
Hybridization (FISH) probes.

     The Company, BP Amoco and other parties were named as defendants in a
patent infringement suit brought by Gen-Probe Incorporated in the United
States District Court in the Southern District of California (San Diego).
During August 1999, the parties to the suit agreed to a settlement which will
result in dismissal of the action. The dismissal is subject to approval by
the Court. The settlement provides for an exchange of certain immunities and
licenses among the parties. No material amounts of cash will be paid by or
received by the Company upon completion of the settlement.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS

     The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of the Company's results
and financial condition. The discussion should be read in conjunction with the
audited consolidated financial statements of the Company and notes thereto,
which were included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1998 as well as the financial statements of the Company and
notes thereto. This Quarterly Report on Form 10-Q contains certain statements
which describe the Company's beliefs concerning future business conditions and
the outlook for the Company based on currently available information. Whenever
possible, the Company has identified these "forward-looking" statements (as
defined in Section 21E of the Securities Exchange Act of 1934) by words such as
"anticipates", "believes", "estimates", "expects", and similar


                                       12

<PAGE>

                                   VYSIS, INC.

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS--(CONTINUED)

expressions. These forward-looking statements are subject to risks and
uncertainties which could cause the Company's actual results, performance and
achievements to differ materially from those expressed in or implied by these
statements. These risks and uncertainties include, but are not limited to,
the following: competition; compliance by the Company with regulatory
requirements; the ability of the Company to successfully market and sell its
products and equipment; delays in the acceptance and adoption rates for the
Company's clinical products; the Company's ability to manufacture products in
sufficient quantities; the Company's ability to maintain intellectual
property protection for its proprietary products, to defend its existing
intellectual property rights from challenges by third parties, and to avoid
infringing intellectual property rights of third parties; and the extent to
which the clinicians or laboratories using the Company's products are able to
obtain third-party reimbursement.

OVERVIEW

     Vysis is a leading genomic disease management company that develops,
commercializes and markets clinical products that provide information critical
to the evaluation and management of cancer, prenatal disorders and other genetic
diseases. The Company currently markets clinical products cleared by the U.S.
Food and Drug Administration ("FDA") and the Agence Francaise de Securite
Sanitaire des Produits de Sante ("AFSSAPS") (formerly the French Agence du
Medicament, or ADM), a line of research products, and instruments for genetic
analysis. During March 1998, the Company received registration from the AFSSAPS
to market throughout Europe the AneuVysion(TM) EC Assay for Down Syndrome and
other chromosomal disorders associated with mental retardation and birth
defects. During June 1999, the Company received registration from the AFSSAPS to
market CEP(R) 8 and CEP(R) 12 DNA Probe Kits, and has a pending application for
CEP X/Y, for use as adjuncts to standard cytogenetic analysis to identify and
enumerate the presence of chromosomes X and Y in bone marrow and chromosomes 8
and 12 in blood specimens, thus aiding in the diagnosis and treatment of
leukemia patients. The Company's PathVysion(TM) HER-2 DNA probe kit was approved
by the FDA in December 1998 for the assessment of the HER-2 gene status in node
positive Stage II breast cancer patients and for the prediction of the
therapeutic outcome of using adriamycin based chemotherapy in breast cancer
patients. Vysis currently markets five FDA cleared or approved clinical
products, including PathVysion(TM) HER-2, the U.S. versions of CEP X/Y, CEP 8
and CEP 12 and AneuVysion(TM), which received 510(k) clearance by the FDA during
1997, and over 300 research products. The Company has direct sales operations in
the United States and Europe, a marketing partnership in Japan with Fujisawa
Pharmaceutical Co., and a worldwide distribution network.

RESULTS OF OPERATIONS

     Product revenue for the three months and six months ended June 30, 1999 was
$6.4 million and $11.6 million, respectively, an increase of $0.1 million, or
1%, and $0.8


                                       13

<PAGE>

                                   VYSIS, INC.

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS--(CONTINUED)

million, or 7%, in comparison to the three months and six months ended June
30, 1998, respectively. Grant and other revenue for the three months and six
months ended June 30, 1999 was $0.2 million and $0.3 million, respectively,
which represented a decrease of $0.7 million and $1.0 million as compared to
the respective prior year periods. As a result, total revenues for the three
months and six months ended June 30, 1999 were $6.5 million and $11.9
million, respectively, a decrease of $0.6 million and $0.2 million for the
three months and six months ended June 30, 1998, respectively. The product
revenue increases for the three months and six months ended June 30, 1999 are
primarily attributable to a $0.3 million, or 36%, and $0.7 million, or 59%,
increase in worldwide shipments of FDA/AFSSAPS approved clinical genetic
testing products ("Clinical"), offset by a $0.2 million, or 13%, and $0.3
million, or 8%, decrease in genetic instrument sales for the three months and
six months ended June 30, 1999, respectively. In addition, research and other
genetic testing products ("Research") revenue for the three months ended June
30, 1999 increased slightly over the 1998 second quarter, and increased $0.3
million, or 7%, for the six months ended June 30, 1999 in comparison to the
second half of 1998. The increase in Clinical sales is primarily due to sales
in the U.S. of the Company's PathVysion(TM) HER-2 DNA Probe Kit that was
approved by the FDA in December 1998 and European sales of the Company's
prenatal products. The minimal increase in Research sales for the second
quarter is primarily the result of the Company changing its European
distribution of former Oncor, Inc. products from utilizing a distributor, who
purchased products in quantities that lasted approximately six months, to
selling directly to customers through the Company's direct sales force.
During April 1998 the former European distributor purchased from the Company
$0.8 million of Research products, which represented approximately a
six-month supply of such products. This significant 1998 purchase has been
offset in 1999 by continued worldwide growth of Research products. The
decline in instrument sales reflects the continuing weakness of the overall
instrument market. As described in Note 10 to the Consolidated Financial
Statements, the Company sold during July 1999 its imaging instrumentation
business, which currently represents nearly all of its existing genetic
instrument business. The decrease in grant and other revenue for the three
months and six months ended June 30, 1999 was primarily due to the completion
of two United States Department of Commerce research grants in February 1998
and July 1998 as well as receiving $0.4 million of nonrecurring other revenue
during the second quarter of 1998 related to a settlement agreement with
Oncor.

     Cost of goods sold for the three months and six months ended June 30, 1999
were $2.6 million and $4.7 million, respectively, representing a decrease of
$0.2 million, or 6%, and $0.2 million, or 4%, from the respective prior year
periods. The decline in cost of goods sold resulted in gross profit as a
percentage of product revenue increasing to 58.5% and 59.7% for the three months
and six months ended June 30, 1999, respectively, from 55.2% and 55.1% for the
three months and six months ended June 30, 1998, respectively. While product
revenue increased for the three months and six months ended June 30, 1999, cost
of goods sold decreased and the resulting product gross profit increased by $0.2
million, or 7%, and $1.0 million, or 16%, over the respective prior year


                                       14

<PAGE>

                                   VYSIS, INC.

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS--(CONTINUED)

periods, primarily due to a continuing improvement in product mix as the
aforementioned growth in the higher margin Clinical products represented a
higher percentage of total product sales versus the comparable prior year
periods.

     Operating expenses for the three months and six months ended June 30,
1999 were $6.8 million and $14.2 million, a decrease of $0.9 million, or 11%,
and $1.0 million, or 7%, as compared to the three months and six months ended
June 30, 1998, despite the six months ended June 30, 1999 including a first
quarter restructuring charge of $0.5 million associated with the elimination
of 20 positions within the Company. Research and development expenses of $2.4
million and $4.8 million for the three months and six months ended June 30,
1999 represented a decrease of $0.6 million and $0.7 million as compared to
the respective prior year periods. These decreases were primarily
attributable to lower software development costs and resulting savings from
the elimination of certain positions in connection with the Company's
restructuring during the first quarter of 1999. Selling, general and
administrative expenses of $4.4 million and $8.8 million for the three months
and six months ended June 30, 1999, respectively, represented a decrease of
$0.3 million, or 6%, and $0.9 million, or 9%, respectively, over the prior
year periods. The 1999 second quarter decrease is the result of a $0.4
million reduction in selling expenses primarily due to a reduction in bad
debt expense, offset by a $0.1 million increase in general and administrative
expense, while the reduction in expenses for the first half of 1999 is
primarily the result of a $0.9 million reduction in general and
administrative expenses primarily due to lower litigation expense in
comparison to the respective prior year periods.

     Interest income for the three months and six months ended June 30, 1999 was
$0.2 million and $0.4 million, respectively, representing a decline of $0.2
million for both of the comparable prior year periods as a result of utilizing
the proceeds from the February 10, 1998 IPO. Interest expense for the six months
ended June 30, 1999 decreased $0.1 million as a result of a note payable with BP
Amoco remaining outstanding until the completion of the Company's IPO.

     The gain on sale of investment for the six months ended June 30, 1999 was
$0.4 million that resulted from the $0.5 million sale of the Company's
investment in Incyte common stock.

INCOME TAXES

     Prior to the completion of the Company's IPO, the results of operations
were included in the consolidated income tax returns of BP Amoco; accordingly,
the domestic net operating losses through February 10, 1998 have been utilized
by BP Amoco in its consolidated income tax returns and are not available to
offset the Company's future taxable income. Subsequent to the IPO, the Company
is filing separate federal income tax returns. As the Company was in a loss
position for the six months ended June 30, 1999, no federal provision is
recorded. For state income taxes, the Company's results of operations


                                       15

<PAGE>

                                   VYSIS, INC.

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS--(CONTINUED)

will continue to be included with BP Amoco, due to its 67 percent ownership
interest in the Company, in those states where required by state tax law.
Under state tax laws in a number of states, including Illinois (the state in
which much of the Company's business is taxed), the Company is required by
law to be included in BP Amoco's unitary state tax returns as long as BP
Amoco owns or controls 50 percent or more of the voting equity. For unitary
state filings, the tax sharing agreement with BP Amoco requires BP Amoco to
pay the Company the incremental tax savings, if any, received by BP Amoco as
a result of including the Company's results of operations in such filings.
The agreement also requires the Company to pay BP Amoco the incremental tax
liability, if any, incurred by BP Amoco as a result of including the
Company's results of operations in such filings. The Company and BP Amoco are
currently unable to estimate the amount of state income tax benefit to be
received by the Company as a result of its operating losses for the three
months and six months ended June 30, 1999 and, accordingly, no state tax
benefit is recorded. For state income taxes in non-unitary states, the
Company has not recorded any benefit as a result of its loss position for the
three months and six months ended June 30, 1999.

     A full valuation allowance has been provided for all deferred tax assets
(net of liabilities) at June 30, 1999 as management does not consider
realization of such amounts more likely than not.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash used in operating activities for the six months ended June 30,
1999 was $7.9 million, a decrease of $0.4 million over the prior year, driven
primarily by the $1.3 million reduction in operating losses during the first
half of 1999, offset by a $0.5 million reduction in depreciation and
amortization and a $0.5 million increase in working capital requirements as
compared to the prior year.

     Net cash provided by investing activities for the six months ended June 30,
1999 was $5.2 million, resulting primarily from maturities of short-term
investments. During the prior year, the $13.9 million of net cash flows used in
investing activities resulted primarily from the purchase of short-term
investments with a portion of the net proceeds from the February 1998 IPO.

     Net cash used in financing activities for the six months ended June 30,
1999 was $0.3 million, an increase of $32.2 million from the prior period
primarily due to receiving the net proceeds from the IPO during February 1998.

     At June 30, 1999, the Company had cash, cash equivalents and short-term
investments of $10.1 million and an accumulated deficit of $54.9 million. Since
its inception, the Company has experienced negative cash flows from operations.
In order to preserve the Company's cash position and to reduce cash used in
operating activities, the Company's Board of Directors approved during March
1999 a restructuring plan that resulted in the elimination of 20 positions in
the U.S., representing a 12 percent reduction

                                       16

<PAGE>

                                   VYSIS, INC.

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS--(CONTINUED)

of the U.S. work force, thereby reducing ongoing annual cash expenditures by
an estimated $1.6 million. The Company recorded a restructuring charge for
severance costs of $0.5 million during the first quarter of 1999. During July
1999, the Company sold its cytogenetic imaging instrumentation ("Imaging")
business, which represented nearly all of the Company's current genetic
instrument product line, to Applied Imaging Corp. ("AI") for a purchase price
of $2.35 million plus an additional consideration estimated to be
approximately $0.5 million for the purchase of certain instrumentation
component inventory. Of the estimated $2.85 million in total consideration,
the Company has received

$1.0 million in cash and $0.6 million of AI restricted common stock. In
addition, in accordance with the sale agreement, AI is obligated to pay in cash
an estimated $0.5 million during August 1999 for the inventory, $0.5 million in
July 2000, and $0.25 million in January 2001.

     The Company believes that its current cash and short-term investment
position, and the interest to be earned thereon, will be sufficient to fund the
Company's operations into 2000. The Company's estimate of the time period for
which cash funds will be adequate to fund its operations is a forward looking
estimate subject to risks and uncertainty, and actual results may differ
materially. The Company's requirements for additional capital will depend on
many factors, including growth in product revenue; payments received under
existing and potential collaborative agreements; the availability of government
research grant payments; the progress of the Company's collaborative and
independent research and development projects; the costs of preclinical and
clinical trials for the Company's products; the prosecution, defense and
enforcement of patent claims and other intellectual property rights; and the
development of manufacturing, sales and marketing capabilities. To the extent
capital resources, including payments from existing and possible future
collaborative agreements and grants, together with the net proceeds of the IPO
are insufficient to meet future capital requirements, the Company will have to
raise additional funds to continue the development of its technologies. There
can be no assurance that such funds will be available on favorable terms, or at
all. To the extent that additional capital is raised through the sale of equity
or convertible debt securities, the issuance of such securities could result in
dilution to the Company's shareholders. If adequate funds are not available, the
Company may be required to curtail operations or to obtain funds through
entering into collaborative agreements on unattractive terms. The Company's
inability to raise capital as and when needed would have a material adverse
effect on the Company's business, financial condition and results of operations.

READINESS FOR THE YEAR 2000

     Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field. As the Year 2000
approaches, these code fields will need to accept four digit entries to
distinguish years beginning with "19" from those beginning with "20". As a
result, computer systems and/or software products used by many companies may
need to be upgraded to comply with such Year 2000 requirements.


                                       17

<PAGE>

                                   VYSIS, INC.

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS--(CONTINUED)

     The Company is in the process of evaluating the Year 2000 readiness of
the software products sold by the Company ("Products"), the information
technology systems used in its operations ("IT Systems"), and its non-IT
Systems, such as manufacturing/facility related equipment and other systems
that could impact the operations of the Company. The Company currently
anticipates that this project will consist of the following phases: (i)
identification of all Products, IT Systems, and non-IT Systems; (ii)
assessment of repair or replacement requirements; (iii) repair or
replacement; (iv) testing where necessary; (v) implementation; and (vi)
creation of contingency plans in the event of Year 2000 failures.

     The Company completed the review of all current versions of its Products
and believes that all Products are Year 2000 compliant. With respect to IT
Systems, the Company has developed a plan to make its systems Year 2000
compliant and began implementation of the plan during the first quarter of 1999.
The Company's current IT Systems related to manufacturing are already Year 2000
compliant. To implement the other IT Systems modules for Year 2000 compliance
requires an upgrade to a more current version of the existing software, which
was supplied to the Company at no charge. However, the Company has elected to
use this opportunity to upgrade all modules to the most current version offered
by the software vendor. The Company currently expects this project to be
substantially complete by the third quarter of 1999. Once installed and
operational, the Company will assess the need to develop contingency plans
related to these IT Systems. The Company does not expect this project to have a
significant impact on its information technology ("IT") budget or other
non-related IT projects, as discussed below. The Company will continue to
implement IT systems with strategic value and has started to implement a new
European management information system which is expected to also be completed in
1999.

     In the area of non-IT Systems, the Company relies, both domestically and
internationally, upon various vendors, government agencies, research
institutions, utility companies, telecommunications service companies, delivery
service companies, and other material and service providers who are outside of
the Company's control. There is no assurance that such parties will not suffer a
Year 2000 business disruption, which could have a material adverse effect on the
Company's financial condition and results of operations. The Company has
initiated formal communications with significant vendors to determine the extent
of which the Company is vulnerable to those third parties' failure to remediate
their own Year 2000 issues. The Company is requesting that third party vendors
represent their products and services to be Year 2000 compliant and that they
have a program to test for Year 2000 compliance. However, the response of those
third parties is beyond the Company's control. The Company has received a
significant number of responses and is currently evaluating and following up
where necessary in order to better assess any potential Year 2000 compliance
issues. This evaluation is currently ongoing and is expected to be complete by
early September. To the extent that the Company does not receive adequate
responses during this final evaluation and follow-


                                       18

<PAGE>

                                   VYSIS, INC.

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS--(CONTINUED)

up period, it is prepared to develop contingency plans, with completion of
these plans scheduled for no later than October 1999. At this time, the
Company cannot estimate the additional cost, if any, that might develop from
such contingency plans. With respect to the manufacturing/facility related
equipment and other systems, the Company has assessed the majority of these
equipment and systems and believes that they are Year 2000 compliant. The
remaining equipment and systems will be assessed by the end of September.

     To date, the Company has incurred expenditures in connection with Year 2000
compliance issues, including updating its IT System modules to the most current
version available, aggregating $68,000 of expense and $53,000 of capitalized
costs. Absent a significant Year 2000 compliance deficiency, the Company
currently estimates that the remaining cost to complete its Year 2000 compliance
programs, including updating its IT System modules to the most current version
available, will be less than $150,000 of expense and $75,000 of capitalized
costs.

     Breakdowns in the Company's IT Systems and non-IT Systems, such as its
manufacturing application software and the computer chips embedded in its plant
equipment, as well as other Year 2000-related problems such as disruptions in
the delivery of materials, power, heat or water to the Company's facilities,
could prevent the Company from being able to manufacture and ship its products.
If the Company were to fail to correct a material Year 2000 problem, its normal
business activities and operations could be interrupted. Such interruptions
could materially and adversely affect the Company's results of operations,
liquidity and financial condition.

     ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company is subject to market risk associated with changes in foreign
currency exchange rates and interest rates. The Company's exchange rate risk is
limited to its operations in England, Germany, France and Italy. The exchange
rate risk is mitigated through local purchases for the majority of their
expenditures. The Company's primary foreign currency exchange rate risk results
from the foreign operations' intercompany purchases of clinical and research
products as well as certain instrument system components. The majority of the
intercompany purchases are not expected to be repaid in the foreseeable future
as these operations have required more working capital as a result of their
significant growth. Sales throughout the rest of the world are denoted in U.S.
dollars. The Company does not believe that the impact from foreign currency
exchange rate fluctuations will have a material impact on its financial
statements. The net impact of foreign exchange activities on earnings was
immaterial for the three months and six months ended June 30, 1999 and 1998. The
foreign currency translation loss included in shareholders' equity resulting
from the translation of the financial statements of the Company's international
subsidiaries into U.S. dollars increased by $0.1 million and $0.4 million for
the three months and six months ended June 30, 1999, respectively, due to the


                                       19

<PAGE>

                                   VYSIS, INC.

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS--(CONTINUED)

strengthening of the U.S. dollar against the functional currency of the
Company's international subsidiaries. Interest rate exposure is primarily
limited to the $8.4 million of short-term investments owned by the Company. Such
securities are debt instruments which generate interest income for the Company
on excess cash balances. The Company does not actively manage the risk of
interest rate fluctuations; however, such risk is mitigated by the relatively
short term, less than 12 months, nature of these investments.

     The Company does not consider the present rate of inflation to have a
significant impact on its business.


                           PART II. OTHER INFORMATION

                            ITEM 1. LEGAL PROCEEDINGS

     Reference is made to Item 3. Legal Proceedings in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998 and the
Company's Quarterly Report on Form 10-Q for the period ending March 31, 1999
for discussion of litigation matters relating to the Company. The Company, BP
Amoco and other parties were named as defendants in a patent infringement
suit brought by Gen-Probe Incorporated in the United States District Court in
the Southern District of California (San Diego). During August 1999, the
parties to the suit agreed to a settlement which will result in dismissal of
the action. The dismissal is subject to approval by the Court. The settlement
provides for an exchange of certain immunities and licenses among the
parties. No material amounts of cash will be paid by or received by the
Company upon completion of the settlement.

     The Company and other parties were named as defendants in a suit pending in
California state court brought by David Kohne. The suit alleged that the Company
and the other defendants maliciously prosecuted two earlier lawsuits involving
patents issued to David Kohne. However, the Company has since been dropped from
the suit without prejudice and is no longer a defendant in the suit.

     ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     In connection with the IPO (see Note 1 of the Notes to Consolidated
Financial Statements for further discussion), the Company received net proceeds
of $32.1 million from the sale of 3,000,000 shares of its Common Stock. From the
closing date of the IPO, February 10, 1998, to June 30, 1999, the Company used
such net offering proceeds as follows (in millions):

                                       20

<PAGE>

                                   VYSIS, INC.

                     PART II. OTHER INFORMATION--(CONTINUED)

<TABLE>
<CAPTION>

<S>                                                                    <C>
Purchase of short-term investments and cash equivalents                $  10.1
Repayment of note payable-BP Amoco                                         2.0
Acceleration of product development, expansion of sales
 and marketing capabilities and funding of increased
 working capital requirements and ongoing operations                      20.0
                                                                       -------
Total                                                                  $  32.1
                                                                       -------
                                                                       -------

</TABLE>

     Each of these amounts is a reasonable estimate of the application of the
net offering proceeds. This use of proceeds does not represent a material
change in the use of proceeds described in the Prospectus for the IPO. Other
than the repayment of a note payable to BP Amoco in the amount of $2 million,
none of such amounts (with the exception of salaries and directors' fees and
working capital advances to affiliates incurred in the ordinary course of
business) represented direct or indirect payments to (i) directors or
officers of the Company or their associates, (ii) persons owning 10% or more
of any class of equity securities of the Company or (iii) affiliates of the
Company.

     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     On or about May 28, 1999, proxy materials were distributed to all
shareholders of record as of the close of business on May 3, 1999. The results
of the shareholders' votes were disclosed at the 1999 annual meeting of
shareholders (the "Annual Meeting") of the Company which convened on June 30,
1999.

     At the Annual Meeting, the following individuals were elected by the votes
indicated as directors of the Company until the 2000 Annual Meeting and their
successors have been elected and qualified:

<TABLE>
<CAPTION>

               NOMINEE                  FOR            WITHHELD
          -------------------        ---------         --------
<S>                                  <C>               <C>
          William M. Bartlett        9,347,023          14,540
          John L. Bishop             9,260,135         101,428
          Kenneth L. Melmon          9,347,023          14,540
          Anthony J. Nocchiero       9,344,218          17,345
          Walter R. Quanstrom        9,344,723          16,840
          Frank J. Sroka             9,344,523          17,040
          Richard C. Williams        9,336,023          25,540

</TABLE>

     The other item acted upon at the Annual Meeting was the adoption of the
1999 Outside Directors Stock Option Plan (the "Plan") described in the proxy
materials. The Plan was approved by the following vote:

<TABLE>
<CAPTION>

             FOR            AGAINST         ABSTAINED
          ---------         -------         ---------
<S>       <C>                <C>             <C>
          9,253,781          93,868          13,914

</TABLE>


                                       21

<PAGE>

                                   VYSIS, INC.

                     PART II. OTHER INFORMATION--(CONTINUED)


     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

     Exhibit 2.1*, Asset Purchase, License, and Distribution Agreement between
the Company and Applied Imaging Corp. dated July 16, 1999.

     The schedules and exhibits to the foregoing agreement, which are listed on
page (iv) thereto, have not been filed herewith. The schedules and exhibits will
be furnished supplementally to the Securities and Exchange Commission upon
request.

     Exhibit 27.1, Financial Data Schedule (included only in the electronic
filing of this document).

*    Confidential treatment requested for portions of this exhibit.

REPORTS ON FORM 8-K

     There were no Form 8-K reports filed during the quarter.


                                       22
<PAGE>

                                   VYSIS, INC.

                                    SIGNATURE

     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.

                                        VYSIS, INC.

Date:  August 16, 1999                  By:  /s/ ALFRED H. ELLSWORTH
                                            ------------------------------------
                                             Name:  Alfred H. Ellsworth
                                             TITLE: VICE PRESIDENT, FINANCE
                                                    AND CHIEF ACCOUNTING OFFICER


                                       23