SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  ------------

                                 Amendment No. 1
                                   FORM 10-K/A
         (Mark one)

         [X] Annual  report  pursuant  to Section 13 or 15(d) of the  Securities
Exchange Act of 1934 for the fiscal year ended September 30, 1997

                                                        OR

         [ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from -------- to --------

                           Commission File No. 1-10492

                                  EPITOPE, INC.
             (Exact name of registrant as specified in its charter)

                 Oregon                              93-07479127
     (State or other jurisdiction of       (I.R.S. employer identification
     incorporation or organization)                    number)

        8505 S.W. Creekside Place
            Beaverton, Oregon                           97008
(Address of principal executive offices)             (Zip code)



                                 (503) 641-6115
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(g) of the Act:

                           Common Stock, no par value
                         Preferred Stock Purchase Rights
                                (Title of class)

         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

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]

         State the aggregate market value of voting stock held by non-affiliates
of the registrant, as of December 1, 1997: $65,757,368.

         Indicate the number of shares  outstanding of each of the  registrant's
classes of common stock,  as of December 1, 1997:  Common  Stock,  no par value,
13,454,330 shares.

                      Documents Incorporated by Reference:

                                      None


<PAGE>



                                      Table of Contents for Revised Sections


                                                      PART I
<TABLE>
                                                                                                               Page
                                                                                                               ----

None.


                                                      PART II

<S>               <C>                                                                                           <C>
ITEM 7.           Management's Discussion and Analysis of Financial Condition and Results of Operations           3


                                                     PART III

None.


                                                      PART IV


ITEM 14.          Exhibits, Financial Statement Schedules, and Reports on Form 8-K                                6
</TABLE>



                                      - 2 -
<PAGE>



ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The following discussion of operations and financial condition should be read in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included  elsewhere in this Annual Report on Form 10-K.  Certain  statements set
forth below constitute  "forward-looking  statements"  within the meaning of the
Private Securities Litigation Reform Act of 1995. The forward-looking statements
involve known and unknown risks,  uncertainties and other factors that may cause
the actual  results,  performance  or  achievements  of the  Company or industry
results to be  materially  different  from any future  results,  performance  or
achievements  expressed  or implied  by the  forward-looking  statements.  These
factors with respect to the Company  include  loss or  impairment  of sources of
capital;  ability  of the  Company  to develop  product  distribution  channels;
development of competing  products;  market acceptance of oral testing products;
changes in federal or state law or regulations; and loss of key personnel. Given
these  uncertainties,  readers are cautioned not to place undue  reliance on the
forward-looking statements.

T A R G E T E D   S T O C K   A N D   A G R I T O P E   S P I N - O F F

   
In November 1996, the Epitope Board  proposed  creating two separate  classes of
Epitope common stock,  one to reflect the business and operations of the Epitope
medical  products  business and the other to reflect the business and operations
of Agritope (the Targeted Stock  Proposal).  In May 1997, prior to a shareholder
vote on the Targeted  Stock  Proposal,  the Epitope Board  withdrew the Targeted
Stock Proposal from consideration.  In July 1997, the Epitope Board approved the
Agritope  spin-off,   subject  to  obtaining  financing  for  Agritope  and  the
satisfaction  of certain  other  conditions.  In October 1997,  commitments  for
financing  for  Agritope  considered  to be adequate  by the Epitope  Board were
obtained.  Epitope has distributed all of its ownership  interest in Agritope to
Epitope's  shareholders  through a stock  dividend.  Epitope  no longer  owns or
controls any shares of Agritope stock.

D I S C O N T I N U E D   O P E R A T I O N S

AGRITOPE.  Agritope was a wholly owned  subsidiary of Epitope  acquired in 1987.
Agritope  consists of two units:  Agritope R&D and  Vinifera.  Agritope R&D uses
biotechnology  in the development of new fruit and vegetable plant varieties for
sale to the  fresh  produce  industry.  To  date,  Agritope  has  not  completed
commercialization of this technology.  A portion of the research and development
efforts  conducted by Agritope has been performed under various  research grants
and contracts. Vinifera is engaged in the grapevine propagation and distribution
business.  During 1995,  Vinifera  was in the  development  stage and  generated
minimal product sales.  Vinifera commenced  commercial stage operations in 1996.
Agritope's  results of operations  and net assets are presented as  discontinued
operations  in the  consolidated  financial  statements  included in this Annual
Report on Form 10-K for all  periods  presented.  All  intercompany  loans  from
Epitope to Agritope  have been  reflected as capital  contributions  to Agritope
consistent  with the separation  agreement dated December 1, 1997. The 1997 loss
from discontinued operations of Agritope includes an accrual of $1.2 million for
Agritope's  operating  losses from October 1, 1997 through  December 1, 1997 and
for costs of the Agritope spin-off.  The separation  agreement provides that net
expenses of Agritope after December 1, 1997 will be borne by Agritope.
    

ANDREW AND  WILLIAMSON  SALES,  CO. On December 12,  1996,  a subsidiary  of the
Company  completed a merger with  Andrew and  Williamson  Sales,  Co.  (A&W),  a
producer and wholesale  distributor  of fresh and frozen  fruits and  vegetables
based in San  Diego,  California.  Under the terms of the  merger,  the  Company
issued  520,000  shares  of  Epitope  common  stock in  exchange  for all of the
outstanding common stock of A&W.

On May 27, 1997, in  accordance  with the terms of a rescission  agreement,  the
former  shareholders  of A&W returned the 520,000 shares of Epitope common stock
they received,  and Epitope returned all of the outstanding shares of A&W common
stock. Epitope also received A&W preferred stock in satisfaction of intercompany


                                      - 3 -
<PAGE>


loans  made to A&W  between  December  12,  1996 and  March 19,  1997.  This A&W
preferred  stock  carries  a  $5.7  million  liquidation  preference,   dividend
preferences, and various redemption features.

A&W's  results of  operations  for the period from December 13, 1996 through May
27, 1997 are presented in the consolidated financial statements included in this
Annual Report on Form 10-K as  discontinued  operations.  The estimated  loss on
disposal of $8.4 million results from several factors,  including a $1.8 million
reduction in market price of the  Company's  stock from the purchase date to the
rescission  date,  a $5.7  million  discount of the A&W  preferred  stock to its
estimated  net present  value as compared with the face amount of the loans made
to A&W, the write-off of $633,000 in A&W acquisition  costs,  and the accrual of
$262,000 in estimated costs associated with the rescission.

R E S U L T S   O F   O P E R A T I O N S

The table below shows the amount (in  thousands)  and  percentage  of  Epitope's
total revenue  contributed  by each of its principal  products and by grants and
contracts.

<TABLE>
FISCAL YEAR                                                    1997                1996                1995
Product Sales
<S>                                                      <C>        <C>      <C>         <C>     <C>       <C>
Oral specimen collection devices....................     $6,279     67%      $3,311      59%     $  981    34%
Western blot HIV confirmatory tests.................      1,791     19        1,540      28       1,811    64
Other product sales.................................         14      -           14       -          15     -
                                                             --      -           --       -          --     -
                                                          8,084     86        4,865      87       2,807    98

Grants and contracts................................      1,276     14          729      13          49     2
                                                          -----     --          ---      --          --     -
                                                         $9,360    100%      $5,594     100%     $2,856   100%
</TABLE>

REVENUES.  Product  sales  increased  by $3.2 million or 66 percent from 1996 to
1997 and by $2.1 million or 73 percent  from 1995 to 1996  primarily as a result
of expanded sales volume of Epitope's lead product, the  EpiScreen/OraSure  oral
specimen  collection  device.  Approximately  39  percent  of  1996  sales  were
attributable  to shipments in the fourth quarter.  The  significant  increase in
sales volume of the OraSure  device is primarily  due to increased  purchases of
the device by the Company's  distributors for the life insurance  testing market
following  approval of the device by the FDA in June 1996 for use in conjunction
with an oral-based  confirmatory test. Sales of the device to the life insurance
testing market in the fourth  quarter of fiscal 1997 were adversely  affected by
reductions  in  orders as one of the  Company's  distributors  reduced  existing
inventory levels. Sales in the life insurance market are expected to continue to
be at reduced levels in the first quarter of fiscal 1998,  with growth  expected
in both the insurance and public health markets in the second quarter.

   
Sales in 1997 also reflect  increased  sales in the public  health market due to
the marketing  efforts of SB, the Company's  former marketing  partner.  In July
1997,  as a result  of  discussions  with SB and SB's  decision  to  discontinue
pursuit of a plan to develop and market  over-the-counter  products  for disease
detection, the parties terminated the development,  license and supply agreement
between SB and Epitope.  Because the agreement was terminated,  Epitope regained
OraSure  marketing  rights from SB. During the  transition  period in August and
September  of 1997,  SB continued  to market the OraSure  testing  system to the
medical  community.  Beginning in October  1997,  the product is being  marketed
through Epitope's direct sales force.
    

As  of  September  30,  1997,  the  Company  had  firm  orders  and  contractual
commitments  for the OraSure  device and the  Western  Blot  confirmatory  tests
respectively totaling approximately $900,000 and $450,000 scheduled for shipment
within 90 days,  as compared to firm orders for delivery  within 90 days of $1.8
million and $450,000 respectively as of September 30, 1996.

Sales of the Company's  Western blot HIV confirmatory test increased by $251,000
or 16 percent  from 1996 to 1997 and  decreased  by $271,000 or 15 percent  from
1995 to 1996. Sales in 1996 were negatively affected by a


                                      - 4 -
<PAGE>



reduction in orders from the Company's exclusive distributor for this product as
the  distributor  lowered  inventory  levels.  In  addition,  1997  sales of the
oral-based  Western  blot HIV  confirmatory  test have  increased as a result of
increased use of the related oral specimen collection device and screening test.
As of September  30, 1997,  the Company had firm orders for the Western blot HIV
confirmatory test totaling  $450,000  scheduled for shipment before December 31,
1997.

Grant and  contract  revenues  increased  by $547,000 or 75 percent from 1996 to
1997 and by  $681,000  or 14 fold from 1995 to 1996 due to funding  of  research
projects by the Company's  former  development  partner,  SB. In July 1997,  the
Company's development,  license and supply agreement with SB was terminated, and
the R&D  funding  by SB was  curtailed.  Discussions  are  underway  with  other
potential partners who might replace some or all of this R&D funding.

   
Gross margin on product  sales was 57 percent in 1997,  45 percent in 1996,  and
negative in 1995. The  improvement in gross margins is attributable to increased
sales and production  volumes for the OraSure device which resulted in lower per
unit costs and to the shift in product  mix towards  the  OraSure  device  which
carries a higher gross margin than does the Western blot HIV confirmatory  test.
The gross  margin in the fourth  quarter of 1997 was  adversely  affected by the
disposal  of  inventory  on hand which was  manufactured  with SB  labeling  and
packaging  when  the  development,  license  and  supply  agreement  with SB was
terminated. Excluding the inventory adjustment, the gross margin would have been
59 percent in 1997.
    

RESEARCH AND DEVELOPMENT  EXPENSES.  Research and development expenses increased
by $991,000 or 31 percent from 1996 to 1997 and  decreased by $1.5 million or 31
percent from 1995 to 1996.  The decrease in 1996 was primarily  attributable  to
cost  reductions  associated  with the Company's  September  1995  restructuring
program as well as lower  levels of clinical  trials  activity.  The increase in
1997 was  primarily  the  result  of  increased  levels  of  research  activity,
including several clinical studies, conducted under arrangements with SB and for
other  projects  performed by the Company.  Plans are in place to reduce the R&D
expense for 1998,  unless  additional  funding is forthcoming from potential new
partners.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative  expenses  increased  by $1.6  million or 32 percent from 1996 to
1997 and decreased by $1.6 million or 25 percent from 1995 to 1996. The increase
in 1997 was primarily attributable to higher corporate and marketing expenses as
the  Company  expanded  its  direct  sales  efforts.  The  decrease  in 1996 was
primarily  due to the  results of the  Company's  September  1995  restructuring
program.   Selling,  general  and  administrative  expenses  for  1995  included
approximately  $607,000 for severance  payments and other costs  associated with
implementing the restructuring program. In addition,  marketing expenses in 1996
were $754,000 lower than in 1995 as a result of the restructuring  program. 1998
sales expenses are expected to increase as a result of direct marketing  efforts
by the Company in the public health market.

Selling,  general and administrative expenses have been reduced by $1.4 million,
$1.1 million and $1.9 million in 1997, 1996 and 1995, respectively,  for amounts
allocated  to  Agritope  (see  "Discontinued  Operations").   Certain  corporate
overhead  services  such as  accounting,  annual  meeting  costs,  annual report
preparation,   audit,  executive  management,   facilities,   finance,   general
management,  human resources,  information  systems,  investor relations,  legal
services,  payroll and SEC  filings  were  provided by Epitope on a  centralized
basis for the benefit of the medical products  business and for Agritope (Shared
Services).  Such  expenses  have been  allocated  between the  medical  products
business  and  Agritope  using  activity  indicators  which,  in the  opinion of
management,  represent a reasonable  measure of each  business's  utilization of
such Shared  Services.  Epitope and  Agritope  have  entered  into a  transition
services  agreement  whereby,  following  the  Agritope  spin-off,  Epitope will
continue to provide  certain of these  services to Agritope  and  Agritope  will
reimburse  Epitope for the cost of such services  during a transitional  period.
The  allocation  of Shared  Services to  Agritope  is expected to  significantly
decrease in 1998 as Agritope eventually moves to separate  facilities.  However,
the Company has  implemented a cost  reduction plan for 1998 that is expected to
result in savings in selling, general, and administrative expenses to offset the
reduction in allocations to Agritope.


                                      - 5 -
<PAGE>


OTHER INCOME (EXPENSE), NET. Other income for 1996 included $5.0 million related
to license fees  received from SB as a result of FDA approval of an extension of
dating for the  OraSure/EpiScreen  device.  Interest  income  decreased in 1997,
primarily due to lower levels of invested funds.

L I Q U I D I T Y   A N D   C A P I T A L   R E S O U R C E S

<TABLE>
(IN THOUSANDS)                                                                        9/30/97               9/30/96
<S>                                                                                    <C>                  <C>    
Cash and cash equivalents..............................................                $1,934               $ 5,223
Marketable securities..................................................                 7,142                18,818
Working capital........................................................                 9,532                24,793
</TABLE>

Net cash flows from operating  activities  improved  significantly  from 1995 to
1996 as a result of improved operating results and the receipt of a $5.0 million
license fee from SB in 1996.  Cash flows from operations in 1997 did not include
such a payment.  Proceeds from the issuance of equity securities of the Company,
augmented by funding from  strategic  partners and other research  grants,  have
represented the primary sources of funds for meeting the Company's  requirements
for operations,  working capital and business  expansion.  Epitope received $1.5
million  for the  issuance  of common  stock in a 1997  private  placement.  The
Company also received proceeds of $168,000,  $5.9 million and $21.0 million from
the exercise of warrants and options to purchase  common stock in 1997, 1996 and
1995,  respectively.  Research  grant funding from  strategic  partners was $1.3
million,  $729,000 and $49,000 in 1997, 1996 and 1995, respectively.  Funding of
the Company's discontinued operations, Agritope and A&W, required $13.9 million,
$3.2 million and $7.8 million in 1997, 1996 and 1995, respectively.

The Company  anticipates  that it will continue to need funds to support ongoing
research and development projects as well as to provide additional manufacturing
capacity and related increases in working capital to support growth. The Company
intends to utilize  cash  reserves,  cash  generated  from sales of products and
research funding from strategic partners to provide some of the necessary funds.
The Company is also exploring  opportunities  to generate  additional funds from
the sale of equity  securities,  and may receive  funds  through the exercise of
outstanding stock options and warrants.

                                                      PART IV

ITEM 14.      EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K.

(a)(1) and (a)(2)  Consolidated Financial Statements and Schedules.

<TABLE>
INDEX TO FINANCIAL STATEMENTS                                                                                  PAGE

<S>                                                                                                             <C>
Report of Independent Accountants.................................................................................7

Consolidated Balance Sheets at September 30, 1997 and 1996........................................................8

Consolidated Statements of Operations for years ended
   September 30, 1997, 1996, and 1995.............................................................................9

Consolidated Statements of Changes in Shareholders' Equity for years ended
   September 30, 1997, 1996, and 1995............................................................................11

Consolidated Statements of Cash Flows for years ended
   September 30, 1997, 1996, and 1995............................................................................13

Notes to Consolidated Financial Statements.......................................................................15
</TABLE>


                                      - 6 -
<PAGE>



R E P O R T   O F   I N D E P E N D E N T   A C C O U N T A N T S

To the Board of Directors and Shareholders of Epitope, Inc.

In our opinion,  the accompanying  balance sheets and the related  statements of
operations,  of  changes in  shareholders'  equity,  and of cash  flows  present
fairly, in all material respects,  the financial  position of Epitope,  Inc. and
its  subsidiaries  at  September  30,  1997 and 1996,  and the  results of their
operations  and their cash flows for each of the three years in the period ended
September 30, 1997, in conformity with generally accepted accounting principles.
These financial  statements are the responsibility of the Company's  management;
our responsibility is to express an opinion on these financial  statements based
on our audits.  We conducted our audits of these  statements in accordance  with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable  assurance about whether the financial statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our audits  provide a reasonable  basis for the opinion  expressed
above.

PRICE WATERHOUSE LLP

Portland, Oregon

October 31, 1997, except for Note 3, as to which the date is December 1, 1997


                                      - 7 -
<PAGE>


C O N S O L I D A T E D   B A L A N C E   S H E E T S

<TABLE>
SEPTEMBER 30                                                                        1997                  1996

ASSETS
Current assets
<S>                                                                         <C>                    <C>         
Cash and cash equivalents..............................................     $  1,934,480           $  5,222,749
Marketable securities..................................................        7,141,640             18,818,120
Trade accounts receivable, net (Note 2)................................          928,047              1,147,599
Other accounts receivable..............................................          128,949                174,083
Inventories (Note 2)...................................................        1,324,647              1,157,930
Prepaid expenses.......................................................           78,240                 89,518
                                                                             -----------           ------------
Total current assets...................................................       11,536,003             26,609,999

Property and equipment, net (Note 4)...................................        1,200,988              1,542,757
Patents and proprietary technology, net (Note 2).......................          657,487                601,233
Other assets and deposits..............................................           55,099                 22,759
Net assets of discontinued operations (Note 3).........................        3,562,726              1,007,607
                                                                             -----------            -----------
                                                                            $ 17,012,303           $ 29,784,355

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable.......................................................     $    110,285          $     449,169
Salaries, benefits and other accrued liabilities ......................        1,887,825              1,368,166
                                                                               ---------              ---------
Total current liabilities .............................................        1,998,110              1,817,335

Commitments and contingencies (Notes 3 and 9)..........................                -                      -

Shareholders' equity (Note 5)
Preferred stock, no par value - 1,000,000 shares authorized; no
  shares outstanding...................................................                -                      -
Common stock, no par value - 30,000,000 shares authorized; 13,454,330
  and 12,937,383 shares issued and outstanding, respectively...........      110,439,726            100,952,282
Accumulated deficit....................................................      (95,425,533)           (72,985,262)
                                                                             ------------           -----------
                                                                              15,014,193             27,967,020

                                                                            $ 17,012,303           $ 29,784,355
</TABLE>

The accompanying notes are an integral part of these statements.


                                      - 8 -

<PAGE>



C O N S O L I D A T E  D   S T A T E M E N T S   O F   O P E R A T I O N S

<TABLE>
FOR THE YEAR ENDED SEPTEMBER 30                                             1997             1996              1995

REVENUES
<S>                                                                <C>              <C>                 <C>
Product sales.............................................         $   8,083,606    $   4,864,378       $ 2,806,850
Grants and contracts......................................             1,276,454          729,271            48,672
                                                                       ---------          -------       -----------
                                                                       9,360,060        5,593,649         2,855,522

COSTS AND EXPENSES
Product costs.............................................             3,512,054        2,681,429         3,163,012
Research and development costs............................             4,156,996        3,165,838         4,617,246
Selling, general and administrative expenses..............             6,654,553        5,033,491         6,682,860
                                                                       ---------       ----------         ---------
                                                                      14,323,603       10,880,758        14,463,118

Loss from operations......................................            (4,963,543)      (5,287,109)      (11,607,596)

Other income (expense), net
Interest income...........................................               885,583        1,386,968         1,157,305
Interest expense..........................................                (8,165)               -                 -
License fee...............................................                     -        5,000,000                 -
Other, net................................................                 4,861            1,493              (319)
                                                                           -----            -----              ----

                                                                         882,279        6,388,461         1,156,986

Net income (loss) from continuing operations..............            (4,081,264)       1,101,352       (10,450,610)

Discontinued operations (Note 3)
Loss from discontinued operations; Agritope...............            (9,890,599)      (2,501,268)       (8,045,218)
Income from discontinued operations; A&W..................               170,646                -                 -
Estimated loss on disposal of A&W.........................            (8,639,054)               -                 -
                                                                      -----------      -----------       -----------
                                                                     (18,359,007)      (2,501,268)       (8,045,218)

Net loss..................................................         $ (22,440,271)   $  (1,399,916)     $(18,495,828)

Income (loss) per share from continuing operations........         $        (.30)   $         .08      $       (.88)

Net loss per share........................................         $       (1.67)   $        (.11)     $      (1.56)

Weighted average number of shares
 outstanding..............................................            13,404,402       12,661,420*       11,886,234
</TABLE>


--------
*Income  per  share  from  continuing  operations  calculated  using  13,440,396
weighted average shares outstanding due to common stock equivalents.

The accompanying notes are an integral part of these statements.


                                      - 9 -
<PAGE>



C O N S O L I D A T E D   S T A T E M E N T S   O F   C H A N G E S
I N   S H A R E H O L D E R S'   E Q U I T Y

<TABLE>
                                                            COMMON STOCK                        ACCUMULATED
                                                        SHARES          DOLLARS           DEFICIT             TOTAL

<S>                                                 <C>            <C>              <C>               <C>          
BALANCES AT SEPTEMBER 30, 1994..............        10,926,551     $  71,559,900    $ (53,089,518)    $  18,470,382
Common stock issued upon
  exercise of options.......................           183,525         2,145,673                -         2,145,673
Common stock issued as
  compensation..............................            16,013           266,800                -           266,800
Compensation expense for
  stock option grants.......................                 -         1,374,710                -         1,374,710
Common stock issued upon
  exercise of warrants......................         1,336,000        18,892,750                -        18,892,750
Common stock issued upon exchange of
   convertible notes........................            23,041           449,991                -           449,991
Equity issuance costs.......................                 -          (757,877)               -          (757,877)
Net loss for the year.......................                 -                 -      (18,495,828)      (18,495,828)
                                                    ----------        ----------      ------------      -----------

BALANCES AT SEPTEMBER 30, 1995..............        12,485,130        93,931,947      (71,585,346)       22,346,601

Common stock issued upon
  exercise of options.......................           386,550         4,886,118                -         4,886,118
Common stock issued as compensation.........            19,353           263,586                -           263,586
Compensation expense for stock
  option grants.............................                 -         1,044,183                -         1,044,183
Common stock issued upon
  exercise of warrants......................            46,350           826,600                -           826,600
Equity issuance costs.......................                 -              (152)               -              (152)
Net loss for the year.......................                 -                 -       (1,399,916)       (1,399,916)
                                                    ----------       -----------       -----------       ----------

BALANCES AT SEPTEMBER 30, 1996..............        12,937,383       100,952,282      (72,985,262)       27,967,020

Common stock issued upon
  exercise of options.......................            16,124           168,211                -           168,211
Common stock issued as
  compensation..............................            41,088           323,938                -           323,938
Compensation expense for
  stock option grants.......................                 -           489,668                -           489,668
Common stock issued upon exchange
  of convertible notes (Note 3).............           250,367         4,529,009                -         4,529,009
Equity issuance costs.......................                 -           (86,134)               -           (86,134)
Capital contributed in rescission (Note 3)..                 -         1,820,000                -         1,820,000
Common stock issued for cash................           209,368         1,500,000                -         1,500,000
Minority interest investment in Vinifera....                 -           742,752                -           742,752
Net loss for the year.......................                 -                 -      (22,440,271)      (22,440,271)
                                                    ----------       -----------      ------------      -----------

BALANCES AT SEPTEMBER 30, 1997..............        13,454,330     $ 110,439,726    $ (95,425,533)    $  15,014,193
</TABLE>

The accompanying notes are an integral part of these statements.


                                     - 10 -
<PAGE>


C O N S O L I D A T E D   S T A T E M E N T S   O F   C A S H   F L O W S


<TABLE>
FOR THE YEAR ENDED SEPTEMBER 30                                             1997             1996              1995

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                <C>               <C>               <C>
Net loss..................................................         $ (22,440,271)    $ (1,399,916)     $(18,495,828)
Adjustments to reconcile Net loss to Net cash
 used in operating activities:
Loss from discontinued operations.........................            18,359,007                -                 -
Depreciation and amortization.............................               729,970        1,045,632         1,458,675
Loss (gain) on disposition of property....................                17,888           (1,098)              819
Decrease (increase) in receivables........................               264,686          125,025        (1,022,050)
Increase in inventories...................................              (166,717)        (233,929)         (286,903)
Decrease (increase) in prepaid expenses...................                11,278           69,133           (17,608)
(Increase) decrease in other assets and deposits..........               (32,340)          20,649           (33,521)
Increase (decrease) in accounts payable and accrued
  liabilities.............................................               180,773       (1,656,478)        2,168,684
Common stock issued as compensation for services..........               323,938          263,586           266,800
Compensation expense for stock option grants and
  deferred salary increases...............................               489,668        1,044,183         1,374,710
                                                                     -----------        ---------         ---------
Net cash used in operating activities.....................            (2,262,120)        (723,213)      (14,586,222)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment in marketable securities.......................           (20,106,837)     (47,608,270)      (16,194,994)
Proceeds from sale of marketable securities...............            31,783,317       45,870,396         4,718,162
Additions to property and equipment.......................              (196,910)      (1,066,758)       (1,350,850)
Proceeds from sale of property............................                     -            7,432            14,343
Expenditures for patents and proprietary technology.......              (265,435)        (770,262)         (305,135)
Investment in affiliated companies........................            (6,702,299)        (331,280)          652,698
Minority interest in affiliated companies.................                     -          215,407                 -
                                                                     -----------      -----------       -----------
Net cash provided by (used in) investing activities.......             4,511,836       (3,683,335)      (12,465,776)

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments under installment purchase and
  capital lease obligations...............................                     -          (39,507)          (16,137)
Proceeds from issuance of common stock....................             1,668,211        5,885,573        21,060,912
Cost of common stock issuance.............................                     -             (152)         (757,877)
Cash to Agritope..........................................            (7,682,710)               -                 -
                                                                     -----------      -----------       -----------

Net cash (used in) provided by financing activities.......            (6,014,499)       5,845,914        20,286,898

Net (decrease) increase in cash and cash equivalents......            (3,764,783)       1,439,366        (6,765,100)
Cash and cash equivalents at beginning of year............             5,699,263        4,259,897        11,024,997
                                                                     -----------      -----------       -----------
Cash and cash equivalents at end of year (Note 3).........          $  1,934,480     $  5,699,263      $  4,259,897
</TABLE>

The accompanying notes are an integral part of these statements.



                                     - 13 -
<PAGE>


N O T E S   T O   C O N S O L I D A T E D   F I N A N C I A L
S T A T E M E N T S


N O T E  1     T H E   C O M P A N Y

Epitope,  Inc. (the "Company" or "Epitope") is an Oregon company incorporated in
1981.  Epitope  develops and markets oral specimen  collection  kits and related
diagnostic tests for the detection of the Human  Immunodeficiency Virus ("HIV"),
the cause of Acquired Immune Deficiency Syndrome ("AIDS"), and for the detection
of other medical  conditions and analytes.  The Company markets the device under
the brand name EpiScreen in the United States and in certain  foreign  countries
for use in screening life insurance  applicants and under the brand name OraSure
for use in the public health and medical professional  markets. The Company also
conducts joint research and development projects under contracts and grants.

See Note 3, Discontinued Operations, below.

N O T E  2     S U M M A R Y   O F   S I G N I F I C A N T   A C C O U N T I N G
P O L I C I E S

BASIS  OF  PRESENTATION.  The  accompanying  consolidated  financial  statements
include  the  accounts of the Company  and its wholly  owned  subsidiaries.  All
significant  intercompany  balances and  transactions  have been  eliminated  in
consolidation.   Assets  and  liabilities  of  majority-owned  subsidiaries  are
included in these statements.  Minority-owned investments and joint ventures are
accounted for using the equity method.

CASH AND CASH  EQUIVALENTS;  MARKETABLE  SECURITIES.  The Company  considers all
highly liquid investments with maturities at time of purchase of three months or
less to be cash  equivalents.  At  September  30,  1997,  marketable  securities
consisted of  commercial  paper and U.S.  Treasury  securities  with an original
maturity  period  greater than three months,  but generally less than 12 months.
The Company's  policy is to invest its excess cash in  securities  that maximize
(a) safety of principal,  (b) liquidity for operating  needs,  and (c) after-tax
yields.

Pursuant to Statement of Financial Accounting Standards No. 115, "Accounting for
Certain  Investments in Debt and Equity Securities," the Company has categorized
all  of its  investments  as  available-for-sale  securities  and,  accordingly,
unrealized gains and losses on such investments,  if material,  are carried as a
separate  component of  shareholders'  equity.  Such unrealized gains and losses
were immaterial as of September 30, 1997 and 1996.

TRADE ACCOUNTS  RECEIVABLE.  Accounts  receivable are stated net of an allowance
for doubtful accounts of $32,284 and $6,872, respectively, at September 30, 1997
and 1996.

INVENTORIES.  Inventories  are  recorded  at the lower of  standard  cost (which
approximates  actual cost on a first- in, first-out basis) or market.  Inventory
components are summarized as follows:

<TABLE>
SEPTEMBER 30                                                                             1997                  1996
<S>                                                                             <C>                  <C>           
Raw materials..........................................................         $     296,432        $      522,824
Work-in-process........................................................               343,585               389,642
Finished goods.........................................................               670,175               192,882
Supplies...............................................................                14,455                52,582
                                                                                       ------                ------
                                                                                $   1,324,647        $    1,157,930
</TABLE>

DEPRECIATION AND CAPITALIZATION  POLICIES.  Property and equipment are stated at
cost less accumulated depreciation. Expenditures for repairs and maintenance are
charged  to  operating  expense  as  incurred.  Expenditures  for  renewals  and
betterments are capitalized.

Depreciation and amortization of property and equipment are calculated primarily
under the  straight-line  method over the estimated  lives of the related assets
(three to seven years). Leasehold improvements are amortized


                                     - 14 -
<PAGE>



over the shorter of estimated  useful lives or the terms of the related  leases.
When assets are sold or otherwise disposed of, cost and the related  accumulated
depreciation  or  amortization  are removed from the accounts and any  resulting
gain or loss is included in operations.

ACCOUNTING  FOR  LONG-LIVED  ASSETS.  The  Company   periodically   reviews  its
long-lived assets for impairment or as events or circumstances indicate that the
carrying amount of long-lived  assets may not be  recoverable.  If the estimated
net cash flows are less than the carrying amount of the long-lived  assets,  the
Company  recognizes  an  impairment  loss in an amount  necessary  to write down
long-lived  assets to fair value as determined from expected  discounted  future
cash flows.  This  accounting  policy is consistent  with Statement of Financial
Accounting  Standards  No. 121,  "Accounting  for the  Impairment  of Long-Lived
Assets  and  for  Long-Lived  Assets  to be  Disposed  Of."  There  has  been no
significant impact to the Company's  financial position or results of operations
as the carrying amount of all long-lived assets is considered recoverable.

PATENTS  AND  PROPRIETARY  TECHNOLOGY.   Direct  costs  associated  with  patent
submissions  and acquired  technology are  capitalized  and amortized over their
minimum estimated economic useful lives, generally five years.

Amortization and accumulated amortization are summarized as follows:

<TABLE>
                                                                            1997             1996              1995
<S>                                                                <C>                <C>              <C>
Amortization expense for the year ended September 30......         $     209,180      $    172,095     $    130,313
Accumulated amortization at September 30..................               830,290           621,110          449,015
</TABLE>

FAIR VALUE OF FINANCIAL INSTRUMENTS.  The carrying amounts for cash equivalents,
accounts receivable,  and accounts payable approximate fair value because of the
immediate or short-term maturity of these financial instruments.

REVENUE  RECOGNITION.  Product  revenues are generally  derived from the sale of
products and are  recognized  as revenue when the related  products are shipped.
Grant  and  contract   revenues   include  funds  received  under  research  and
development  agreements with various  entities.  Such revenues are recognized in
accordance with the contract terms.

RESEARCH AND DEVELOPMENT. Research and development expenditures are comprised of
those costs  associated with the Company's own ongoing  research and development
activities  including  the costs to prepare  for,  obtain and  compile  clinical
studies  and  other   information  to  support  product  license   applications.
Expenditures  for research and  development  also include costs  incurred  under
contracts to develop certain  products,  including those contracts  resulting in
grant and contract revenues.  All research and development costs are expensed as
incurred.

SHARED SERVICES. Certain corporate overhead services such as accounting,  annual
meeting  costs,  annual  report  preparation,   audit,   executive   management,
facilities,  finance, general management, human resources,  information systems,
investor  relations,  legal  services,  payroll and SEC filings are  provided by
Epitope on a  centralized  basis for the benefit of the  Company's  subsidiaries
("Shared  Services").  Such expenses have been allocated to the  subsidiaries in
the accompanying  financial  statements using activity  indicators which, in the
opinion of  management,  represent  a  reasonable  measure of the  subsidiaries'
utilization  of such  Shared  Services.  These  activity  indicators,  which are
reviewed  periodically  and adjusted to reflect changes in utilization,  include
number of employees, number of computers, and level of expenditures. The related
subsidiaries'  operating  results are included in discontinued  operations.  See
Note 3, Discontinued  Operations.  Selling,  general and administrative expenses
have been reduced by Shared Services  allocated to the subsidiaries  included in
discontinued operations of: $1,402,895,  $1,069,249 and $1,892,371 for the years
ended September 30, 1997, 1996 and 1995, respectively.


                                     - 15 -
<PAGE>


INCOME  TAXES.  The  Company  accounts  for certain  revenue  and expense  items
differently for income tax purposes than for financial reporting purposes. These
differences  arise principally from methods used in accounting for stock options
and depreciation rates. The Company accounts for income taxes under Statement of
Financial  Accounting  Standards No. 109,  "Accounting for Income Taxes," ("SFAS
109") which  requires the use of the asset and liability  method for  accounting
for income  taxes.  Under SFAS 109,  deferred  tax  assets and  liabilities  are
recognized based on temporary  differences  between the financial  statement and
the tax bases of assets and  liabilities  using  enacted tax rates in effect for
the year in which the temporary differences are expected to reverse.

STOCK-BASED  COMPENSATION.  In October 1995, the Financial  Accounting Standards
Board issued Statement of Financial  Accounting  Standards No. 123,  "Accounting
for Stock-Based Compensation" ("SFAS 123"). SFAS 123 allows companies which have
stock-based compensation arrangements with employees to adopt a fair-value basis
of accounting  for stock options and other equity  instruments or to continue to
apply the existing  accounting rules under  Accounting  Principles Board Opinion
No.  25,  ("APB  25")  "Accounting  for  Stock  Issued to  Employees,"  but with
additional financial statement  disclosure.  The Company has elected to continue
to  account  for  its  stock-based  compensation  under  APB  25.  See  Note  5,
Shareholders' Equity.

INCOME (LOSS) PER SHARE.  Income  (loss) per share has been  computed  using the
weighted  average number of shares of common stock and common stock  equivalents
outstanding during the period. Common stock equivalents consist of the number of
shares issuable upon exercise of outstanding  warrants,  options and convertible
notes less the number of shares  assumed to have been purchased for the treasury
with the proceeds from such exercise. Common stock equivalents are excluded from
the computation if their effect is anti-dilutive.  Primary and fully diluted net
income (loss) per share are the same.

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"). This
new standard is effective for interim and annual  periods  ending after December
15, 1997. SFAS 128 will require the reporting of "basic" and "diluted"  earnings
per share ("EPS") instead of "primary" and "fully diluted" EPS as required under
current accounting principles. Basic EPS eliminates the common stock equivalents
considered in calculating  primary EPS.  Diluted EPS is similar to fully diluted
EPS.

SUPPLEMENTAL  PROFIT  AND  LOSS  INFORMATION.   In  September  1995,  management
announced a  company-wide  reduction  in work force  whereby 48  employees  were
terminated.  The Company  charged  $607,000 to 1995  results of  operations  for
severance  payments and related  expenses of this  program.  As of September 30,
1996,  $55,000  of  these  charges  remained  accrued  and are  included  in the
accompanying balance sheets of the Company under the caption "Salaries, benefits
and other  accrued  liabilities."  There were no such  accruals  remaining as of
September 30, 1997.

MANAGEMENT ESTIMATES. The preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
relating  to  assumptions  that  affect  the  reported  amounts  of  assets  and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  as well as the  reported  amounts  of  revenues  and
expenses  during the  reporting  period.  Actual  results  could vary from these
estimates.  The Company has a contingent  liability with regard to the guarantee
of a loan to a former  subsidiary (A&W) through Wells Fargo Bank, NA. Because of
the various  collateral and corporate and personal  guarantees that also back up
this line of credit, the Company feels that the likelihood that the Company will
sustain  any loss  under  this  agreement  is remote  (see Note 3,  Discontinued
Operations).

RECLASSIFICATIONS. Certain reclassifications have been made to prior years' data
to conform with the current year's presentation.  These reclassifications had no
impact on previously reported results of operations or shareholders' equity.


                                     - 16 -

<PAGE>


N O T E  3     D I S C O N T I N U E D   O P E R A T I O N S

AGRITOPE.  Throughout the period presented,  Agritope,  Inc.  ("Agritope") was a
wholly owned  subsidiary of Epitope acquired in 1987.  Agritope  consists of two
units:  Agritope  Research and Development  ("Agritope R&D") and Vinifera,  Inc.
("Vinifera").  Agritope R&D uses  biotechnology  in the development of new fruit
and vegetable plant varieties for sale to the fresh produce  industry.  To date,
Agritope has not completed  commercialization  of this technology.  A portion of
the research and  development  efforts  conducted by Agritope has been performed
under  various  research  grants  and  contracts.  Vinifera  is  engaged  in the
grapevine  propagation and distribution  business.  During 1995, Vinifera was in
the development  stage and generated minimal product sales.  Vinifera  commenced
commercial  stage operations in 1996.  Agritope's  results of operations and net
assets are presented as discontinued operations in the accompanying consolidated
financial  statements for all periods  presented.  All  intercompany  loans from
Epitope to Agritope  have been  reflected as capital  contributions  to Agritope
consistent  with the  separation  agreement  between  Epitope and Agritope dated
December  1,  1997.  The 1997  loss from  discontinued  operations  of  Agritope
includes  an accrual of $1.2  million  for  Agritope's  operating  losses,  from
October 1, 1997 to December 1, 1997, and costs of the spin-off of Agritope which
is expected to occur in late December 1997. The  separation  agreement  provides
that, all net expenses of Agritope  beginning December 1, 1997, will be borne by
Agritope.

ANDREW AND  WILLIAMSON  SALES,  CO. On December 12,  1996,  a subsidiary  of the
Company  completed a merger with  Andrew and  Williamson  Sales,  Co.  (A&W),  a
producer and wholesale  distributor  of fresh and frozen  fruits and  vegetables
based in San  Diego,  California.  Under the terms of the  merger,  the  Company
issued  520,000  shares of common stock of Epitope,  Inc. in exchange for all of
the outstanding common stock of A&W.

On May 27, 1997, in  accordance  with the terms of a rescission  agreement,  the
former  shareholders  of A&W returned the 520,000 shares of Epitope common stock
they received,  and Epitope returned all of the outstanding shares of A&W common
stock. Epitope also received A&W preferred stock in satisfaction of intercompany
loans  made to A&W  between  December  12,  1996 and  March 19,  1997.  This A&W
preferred  stock  carries  a  $5.7  million  liquidation  preference,   dividend
preferences, and various redemption features.

A&W's  results of  operations  for the period from December 13, 1996 through May
27, 1997 are presented in the accompanying  financial statements as discontinued
operations.  The estimated loss on disposal of $8.4 million results from several
factors,  including a $1.8 million  reduction  in market price of the  Company's
stock from the purchase date to the rescission  date, a $5.7 million discount of
the A&W preferred  stock to its estimated net present value as compared with the
face  amount  of the  loans  made to  A&W,  the  write-off  of  $633,000  in A&W
acquisition  costs,  and the accrual of $262,000 in estimated  costs  associated
with the rescission.

The components of Agritope's net assets are summarized as follows:
<TABLE>
SEPTEMBER 30                                                                             1997             1996

<S>                                                                                <C>              <C>       
Cash.......................................................................        $    4,384       $  476,512
Trade accounts receivable, net.............................................           617,359          264,986
Inventories................................................................         2,081,295          509,745
Other current assets.......................................................           281,778           33,149
                                                                                    ---------        ---------
Total current assets.......................................................         2,984,816        1,284,392

Property and equipment, net................................................         2,749,788        1,286,197
Patents and proprietary technology, net....................................         1,276,692          510,244
Investment in affiliates...................................................           246,962        2,448,623
Other assets...............................................................            26,797          140,513
                                                                                    ---------        ---------
                                                                                    7,285,055        5,669,969
Convertible notes due June 1997............................................                 -        3,620,003
Other current liabilities..................................................         1,326,008          826,952



                                     - 17 -
<PAGE>


Long-term liabilities......................................................         1,196,321          215,407
Accrued losses.............................................................         1,200,000                -
                                                                                    ---------        ---------
Net assets of discontinued operations......................................        $3,562,726       $1,007,607
</TABLE>

The  summarized  Statements of Operations  for Agritope and  Subsidiaries  is as
follows:
<TABLE>
SEPTEMBER 30                                              1997              1996             1995

<S>                                               <C>              <C>              <C>          
Revenues....................................      $  1,551,190     $     585,485    $   2,109,688
Operating costs and expenses................         6,088,883         2,821,397        9,920,166
Other income (expense), net.................        (4,427,275)         (265,356)        (234,740)
Minority interest in subsidiary net loss....           274,369                 -                -
                                                       -------         ---------        ---------
Net loss from operations....................        (8,690,599)       (2,501,268)      (8,045,218)
</TABLE>

BANK LINE OF CREDIT.  A&W maintains a $6,500,000  revolving bank line of credit.
The line is secured  by A&W's  accounts  receivable,  inventory  and  equipment.
Epitope has agreed to guarantee  the line of credit and any  succeeding  line of
credit  through  November 1, 1998. In addition,  the principals of A&W have each
personally  guaranteed  the  loan.  The  Company's  guarantee  contains  various
financial  covenants  including  minimum tangible net worth levels.  The balance
outstanding under the line was $250,000 at September 30, 1997.

LONG TERM DEBT. In November 1996, Epitope exchanged  $3,380,000 principal amount
of Agritope convertible notes for 250,367 shares of common stock of Epitope at a
reduced  exchange  price of $13.50 per share.  The exchange price had previously
been fixed at $19.53 per share.  Accordingly,  Agritope  recognized  a charge to
results  of  operations  of  $1,216,654  in the first  quarter  of  fiscal  1997
representing  the  conversion   expense.   In  conjunction  with  the  exchange,
unamortized debt issuance costs of $86,134 related to such notes were recognized
as equity  issuance  costs during  1997.  Concurrent  with the note  conversion,
Epitope made a $4,529,009  capital  contribution to Agritope.  On June 30, 1997,
Agritope paid in full the remaining $240,000 principal amount outstanding.

N O T E  4        P R O P E R T Y   A N D   E Q U I P M E N T

Property and equipment are summarized as follows:
<TABLE>
SEPTEMBER 30                                                                    1997                   1996

<S>                                                                        <C>                    <C>       
Research and development laboratory equipment........                      $1,096,425             $1,056,883
Manufacturing equipment..............................                       1,389,304              1,291,546
Office furniture and equipment.......................                       1,772,698              1,899,948
Leasehold improvements...............................                       1,102,895              1,084,660
Construction in progress.............................                         109,380                134,557
                                                                           ----------                -------
                                                                            5,470,702              5,467,594
Less accumulated depreciation and amortization.......                      (4,269,714)            (3,924,837)
                                                                          ------------            ----------
                                                                           $1,200,988             $1,542,757
</TABLE>

N O T E  5        S H A R E H O L D E R S'   E Q U I T Y

AUTHORIZED  CAPITAL  STOCK.  The  Company's  amended  articles of  incorporation
authorize  1,000,000  shares of preferred stock and 30,000,000  shares of common
stock. The Company's Board of Directors has authority to determine  preferences,
limitations and relative rights of the preferred stock.

COMMON  STOCK  RESERVED FOR FUTURE  ISSUANCE.  As of  September  30,  1997,  the
following  shares  of the  Company's  common  stock  were  reserved  for  future
issuance, as more fully described below:


                                     - 18 -
<PAGE>


<TABLE>
PURPOSE                                                                            SHARES
<S>                                                                             <C>      
Outstanding warrants...................................................         2,000,640
Outstanding stock options..............................................         3,499,865
Employee Stock Purchase Plan subscriptions.............................            76,460
                                                                                   ------
                                                                                5,576,965
</TABLE>

COMMON STOCK  WARRANTS.  As of September  30, 1997,  the  following  warrants to
purchase shares of common stock were outstanding:

<TABLE>
DATE OF ISSUANCE                               Shares              Price *             Expiration Date
<S>                                            <C>                 <C>               <C>
September 26, 1991..........................   159,150             $16.00            September 30, 2000
December 23, 1992...........................   988,390              18.50            September 30, 2000
July 20, 1993...............................   375,000              20.00            September 30, 2000
 August 1, 1993.............................   200,000              18.50            September 30, 2000
October 17, 1994............................    50,000              18.50            September 30, 2000
November 22, 1994...........................   228,100              18.50            September 30, 2000
                                            ----------
                                             2,000,640
</TABLE>


* Beginning ten days after the Agritope spin-off, Epitope will allow exercise of
the  warrants at a price equal to 110  percent of the average  closing  price of
Epitope  common stock during the five trading days  beginning on the date of the
spin-off.

STOCK AWARD  PLANS.  The  Company's  1991 Stock Award Plan (the "1991 Plan") was
approved by the  shareholders  during 1991,  replacing the  Company's  Incentive
Stock Option Plan  ("ISOP").  The 1991 Plan provides for  stock-based  awards to
employees,  outside directors and members of scientific  advisory  committees or
other  consultants.  Awards  which may be  granted  under the 1991 Plan  include
qualified   incentive   stock  options,   nonqualified   stock  options,   stock
appreciation rights, restricted awards, performance awards and other stock-based
awards.

Under the terms of the 1991 Plan, qualified incentive stock options on shares of
common stock may be granted to eligible employees,  including  officers,  of the
Company at an exercise price not less than the fair market value of the stock on
the date of grant.  The maximum term during which any option may be exercised is
ten years  from the date of grant.  To date,  options  have  been  granted  with
four-year vesting schedules.

Options  issued to employees  under the ISOP were issued at prices not less than
the fair  market  value of a share of  common  stock on the date of  grant.  The
options are exercisable after one year from the date of grant at the rate of 25%
per year cumulatively and expire ten years from the date of grant.

The 1991 Plan also provides that nonqualified  options may be granted at a price
not less than 75% of the fair  market  value of a share of  common  stock on the
date of grant. The option term and vesting schedule of such awards may either be
unlimited or have a specified period in which to vest and be exercised.  For the
discounted   nonqualified   options  issued,   the  Company   amortizes,   on  a
straight-line  basis over the  vesting  period of the  options,  the  difference
between the exercise  price and the fair market value of a share of stock on the
date of grant.  As of September  30, 1997,  1,145,874  shares of Epitope  common
stock remain available for grant under the Company's stock award plans.

In October 1995, the Financial  Accounting  Standards Board issued  Statement of
Financial   Accounting   Standards   No.  123,   "Accounting   for   Stock-Based
Compensation"  ("SFAS 123").  SFAS 123 allows  companies which have  stock-based
compensation  arrangements  with  employees  to  adopt  a  fair-value  basis  of
accounting  for stock  options and other  equity  instruments  or to continue to
apply  the  existing  accounting  rules  under,  but with  additional  financial
statement  disclosure.  The Company  has  continued  to account for  stock-based
compensation


                                     - 19 -
<PAGE>


under APB 25,  and  therefore,  SFAS 123 did not have a  material  impact on its
financial position or results of operations.

Options  granted and  outstanding  under the  Company's  stock  option plans are
summarized as follows:

<TABLE>
                                          1997                      1996                         1995
                                  Shares        Price       Shares          Price          Shares         Price
<S>                            <C>       <C>     <C>     <C>        <C>     <C>         <C>       <C>     <C>  
Outstanding at
 beginning of period ......    3,365,726 $3.50 - 24.00   3,636,103  $1.09 - 24.00       3,483,432 $1.09 - 24.94
Granted....................    2,801,403  3.50 - 14.81     901,379   9.81 - 18.13         802,050 14.94 - 18.88
Exercised..................      (16,124) 7.25 - 14.81    (386,550)  1.09 - 17.13        (183,525) 1.84 - 22.50
Canceled...................   (2,651,140) 3.50 - 24.00    (785,206) 14.38 - 24.00        (465,854) 7.38 - 24.94
                              ----------  ------------   ---------  -------------        -------- -------------
Outstanding at end of period.  3,499,865 $3.50 - 20.38   3,365,726  $3.50 - 24.00       3,636,103 $1.09 - 24.00

Exercisable................    2,474,623 $3.50 - 20.38   2,302,212  $3.50 - 24.00       2,002,925 $1.09 - 24.00
</TABLE>

<TABLE>
                                        Number of             Weighted             Average Remaining
    Exercise Price Range                   Shares        Average Price              Contractual Life
    --------------------                  -------        -------------              ----------------
<S>                 <C>                 <C>                   <C>                         <C> 
$  3.50   -          $ 5.75                55,950             $  4.9172                   5.69
$  6.38   -          $ 6.38               825,000             $  6.375                    8.27
$  6.69   -          $ 7.06                65,150             $  6.968                    9.53
$  7.25   -          $ 7.25             2,175,503             $  7.25                     7.57
$  8.02   -         $ 20.38               296,832             $ 13.72                     8.46
                                        ---------             --------                    ----
                                        3,418,435             $  7.56                     7.83
</TABLE>

Options exercisable at September 30, 1997 totaled 2,474,623 shares at a weighted
average  exercise price of $7.65.  Options  available for grant at September 30,
1997 totaled 1,145,874.

Pursuant  to the 1991  Plan,  973 and 3,680  shares of  common  stock  were also
awarded  to  consultants  and  members  of  the  Company's  scientific  advisory
committees during 1996 and 1995, respectively.

EMPLOYEE STOCK PURCHASE PLANS. In 1991, the shareholders  approved the Company's
adoption of the 1991  Employee  Stock  Purchase  Plan ("1991  ESPP")  covering a
maximum of 100,000  shares of common  stock for  subscription  over two offering
periods.  The purchase price for stock purchased under the 1991 ESPP for each of
the two 24-month  subscription  periods was the lesser of 85% of the fair market
value of a share of common stock at the commencement of the subscription  period
or the fair market value at the close of each  subscription  period. An employee
may also  elect to  withdraw  at any time  during  the  subscription  period and
receive the amounts paid plus interest at the rate of 6%.

The 1993 Employee  Stock  Purchase Plan ("1993  ESPP"),  as amended and restated
effective  February 1, 1993,  covers a maximum of 500,000 shares of common stock
for  subscription  over  established  offering  periods.  The Company's Board of
Directors was granted authority to determine the number of offering periods, the
number of shares offered,  and the length of each period,  provided that no more
than three  offering  periods  (other than  Special  Offering  Subscriptions  as
described  below) may be set  during  each  fiscal  year of the  Company.  Other
provisions  of the 1993 ESPP are similar to the 1991 ESPP.  As of September  30,
1997,  76,460  shares of common stock were  subscribed  for during two offerings
under the 1993 ESPP.  Shares  subscribed for under these 1993 ESPP offerings may
be purchased over 24 months and have initial subscription prices of $ 8.77 and $
6.00 per share for the various  offerings.  During the year ended  September 30,
1997,  2,472 shares were issued at prices ranging from $8.77 to $12.33 under the
1993 ESPP.

The 1993 ESPP was amended to allow the Company,  at its  discretion,  to provide
Special  Offering   Subscriptions  whereby  an  employee's  annual  increase  in
compensation could be deferred for a one-year period. At the end of the one-year
period,  the employee can elect to receive the deferred  compensation  amount in
the form of cash or shares of the Company's common stock. The purchase price for
stock issued under a Special Offering


                                     - 20 -
<PAGE>


Subscription  is the lesser of 85% of the fair market value of a share of common
stock on the  first  day of the  calendar  month  the  employee's  increase  was
effective  or the fair market  value at the close of the  one-year  subscription
period.  5,569  Special  Offering  Subscription  shares were issued to employees
during 1995 at an average price of $15.26 per share.

The Company has elected to account for its  stock-based  compensation  under the
provisions of APB 25, however, as required by SFAS 123, the Company has computed
for pro forma  disclosure  purposes the value of options granted during 1997 and
1996  using  the  Black-Scholes  option  pricing  model.  The  weighted  average
assumptions  used for  stock  option  grants  for 1997 and 1996 were a risk free
interest rate of 5.9 percent and 5.6 percent, respectively, an expected dividend
yield of 0 percent and 0 percent,  respectively, an expected life of 4.3 and 4.4
years,  respectively,  and an expected  volatility of 53 percent and 48 percent,
respectively. The weighted average assumptions used for ESPP rights for 1997 and
1996  were  a  risk  free   interest  rate  of  6.1  percent  and  5.4  percent,
respectively,   an  expected   dividend  yield  of  0  percent  and  0  percent,
respectively,  an  expected  life of 2 years and 2 years,  respectively,  and an
expected   volatility   of  63  percent  and  48  percent,   respectively.   The
weighted-average  fair value of ESPP  rights  granted in 1997 was  $248,700  and
$57,600 for ESPP rights granted in 1996.

Options  were  assumed  to be  exercised  upon  vesting  for  purposes  of  this
valuation.  Adjustments are made for options forfeited prior to vesting. For the
years ended  September 30, 1997 and 1996, the total value of the options granted
was  computed to be  $9,096,600  and  $6,638,200,  respectively,  which would be
amortized on a straight-line basis over the vesting period of the options.

If the Company had accounted  for these plans in  accordance  with SFAS 123, the
Company's net income and pro forma net income per share would have been reported
as follows:

<TABLE>
YEAR ENDED SEPTEMBER 30                                       1997                                1996

                                                     NET LOSS         NET LOSS           NET LOSS        NET LOSS
                                                                     PER SHARE                          PER SHARE
<S>                                              <C>                 <C>             <C>                <C>       
As reported.................................     $(22,440,271)       $   (1.67)      $(1,399,900)       $    (.11)
Pro forma...................................      (26,958,371)           (2.01)       (3,579,800)            (.28)
</TABLE>

The effects of applying SFAS 123 in providing pro forma  disclosure for 1997 and
1996 are not likely to be  representative  of the effects on reported net income
and earnings per share for future  years since  options vest over several  years
and additional awards are made each year.

N O T E  6        I N C O M E   T A X E S

As of September 30, 1997,  the Company had net operating loss  carryforwards  of
approximately $45.0 million and $42.0 million,  respectively,  to offset federal
and state  taxable  income.  Approximately  $6.9  million of the  Company's  net
operating loss carryforwards were generated as a result of deductions related to
the  exercise  of stock  options.  When  utilized,  such  carryforwards,  as tax
effected, will be reflected in the Company's financial statements as an increase
in  shareholders'  equity  rather than a reduction of the  provision  for income
taxes.

As of  September  30, 1997,  the Company had total gross  deferred tax assets of
approximately $21.3 million, consisting primarily of $17.0 million net operating
loss  carryforwards,  $1.7 million of deferred  compensation  and a $0.9 million
research and  development tax credit  carryforward.  No benefit for these assets
has been reflected in the accompanying consolidated financial statements as they
do not satisfy the recognition  criteria set forth in SFAS 109.  Accordingly,  a
valuation allowance of $21.3 million, representing a $4.6 million increase since
the prior fiscal year end, has been recorded.


                                     - 21 -
<PAGE>


The  expected  tax  benefit of  approximately  $4.4  million  for the year ended
September 30, 1997 is increased by approximately  $0.5 million for the effect of
state and local taxes (net of federal  impact)  and is reduced by  approximately
$4.6  million for the effect of the  increase in  valuation  allowance  and $0.3
million  for  other  permanent  differences  consisting  primarily  of  the  A&W
valuation difference write off.

The federal  and state net  operating  loss  carryforwards  available  to offset
future taxable income will expire as follows:

<TABLE>
                                                                                        LOSS CARRYFORWARDS
YEAR OF EXPIRATION                                                               FEDERAL                   OREGON
<S>                                                                        <C>                       <C>            
1998.....................................................                  $      22,000             $         --
1999.....................................................                        252,000                   25,000
2000.....................................................                        100,000                  200,000
2001.....................................................                        300,000                   31,000
2002.....................................................                        666,000                       --
2003.....................................................                      2,278,000                2,106,000
2004.....................................................                      2,360,000                2,206,000
2005.....................................................                      1,993,000                1,914,000
2006.....................................................                      6,100,000                5,643,000
2007.....................................................                      6,378,000                5,788,000
2008.....................................................                      5,370,000                4,671,000
2009.....................................................                      3,459,000                4,430,000
2010.....................................................                      7,053,000                6,275,000
2011.....................................................                        796,000                  796,000
2012.....................................................                      7,731,000                7,731,000
                                                                              ----------               ----------
                                                                            $ 44,858,000             $ 41,816,000

Significant components of Epitope's deferred tax asset were as follows:

SEPTEMBER 30                                                                        1997                     1996
Net operating loss carryforwards.........................                   $ 17,030,000             $ 13,627,000
Deferred compensation....................................                      1,707,000                1,504,000
Research and experimentation credit carryforwards........                        888,000                  812,000
Accrued expenses.........................................                        868,000                  302,000
Other....................................................                        850,000                  436,000
                                                                             -----------              -----------
Gross deferred tax assets................................                     21,343,000               16,681,000
Valuation allowance......................................                    (21,343,000)             (16,681,000)
                                                                             -----------             ------------
Net deferred tax asset...................................                   $         --             $         --
</TABLE>

N O T E  7        R E S E A R C H   A N D   D E V E L O P M E N T
A R R A N G E M E N T S

In February  1995, the Company  entered into a  development,  license and supply
agreement  with  SmithKline  Beecham,  plc ("SB")  pursuant to which the Company
conducted  research  and  development  projects  funded by SB. In July 1997,  SB
terminated the agreement.  Revenues from research and  development  arrangements
are included in the accompanying consolidated statements of operations under the
caption "Grants and Contracts."

N O T E  8        D I S T R I B U T I O N   A N D   S U P P L Y
C O N T R A C T S

The Company has entered into several contractual  arrangements,  including those
discussed  in the  following  paragraphs,  for  distribution  of  certain of its
products to customers.


                                     - 22 -
<PAGE>


The  Company  continues  to maintain  supply and  distribution  agreements  with
Organon  Teknika  Corporation  ("Organon  Teknika"),   whereby  Organon  Teknika
supplies the Company's  antigen  requirements  and  exclusively  distributes the
Company's EPIblot HIV confirmatory tests ("EPIblot") on a worldwide basis. As of
April  1,  1994,  the  Company  renewed  the  agreements  which  had an  initial
termination  date of March 31, 1997 (with  successive  one-year  renewal periods
thereafter) and include pricing incentives based on volumes purchased by Organon
Teknika  and  penalties  for  failure to purchase  specified  minimum  quarterly
volumes.  In 1997, the agreement was extended for another one-year  period.  For
the years  ended  September  30,  1997,  1996 and 1995,  respectively,  revenues
generated from sales of EPIblot to Organon Teknika were  $1,791,290,  $1,539,164
and $1,808,431, including export sales of $15,750, $62,539 and $72,369.

LabOne, Inc. (previously Home Office Reference Laboratory,  Inc.) purchases oral
specimen  devices  from the Company for use in  insurance  testing in return for
non-exclusive  distribution  rights in the United  States  and  Canada  under an
agreement which expires on March 13, 2000, with an automatic  five-year renewal,
unless either party  notifies the other of intent not to renew at least 180 days
prior to the initial  expiration  date. For the years ended  September 30, 1997,
1996 and 1995,  respectively,  revenues  generated from product sales to LabOne,
Inc.  were  $3,194,698,  $1,327,544  and  $525,628  including  export  sales  of
$597,000, $394,747 and $58,500.

SB had an exclusive  agreement to market the Company's oral specimen  collection
device  worldwide,  except in several  foreign  countries  and to the  insurance
industry  in the U.S.,  Canada  and  Japan.  In July  1997,  SB  terminated  its
development, license and supply agreement with Epitope. As a result, the Company
acquired  marketing rights for OraSure from SB. During the transition  period in
August and September of 1997, SB continued to market the OraSure  testing system
to the medical  community.  Beginning in October  1997,  the product is marketed
through Epitope's direct sales force.

In 1995, SB made an initial license fee payment of $1 million to the Company and
committed an  additional  license fee of $4 million to be paid upon FDA approval
of a pending  request  to amend the  labeling  of the  Company's  oral  specimen
collection  device to  indicate a two-year  shelf life.  In April 1996,  the FDA
granted the  Company's  request for extended  dating and SB disbursed $4 million
plus  interest from escrow.  Accordingly,  the Company  recognized  income of $5
million in 1996 operating results.

N O T E  9        C O M M I T M E N T S

The Company leases office,  manufacturing,  warehouse and laboratory  facilities
under  operating  lease  agreements  which require  minimum  annual  payments as
follows:

YEAR ENDING SEPTEMBER 30
<TABLE>
<S>                                                                                                     <C>        
1998..............................................................................................      $   345,576
1999..............................................................................................          346,356
2000..............................................................................................          109,992
                                                                                                           --------
                                                                                                        $   801,924
</TABLE>

Under the agreements for the lease of its office and laboratory facilities,  the
Company is obligated to the lessor for its share of certain  expenses related to
the use, operation,  maintenance and insurance of the property.  These expenses,
payable  monthly in addition to the base rent,  are not  included in the amounts
shown above.  Rent expense  aggregated  $409,970,  $538,665 and $547,930 for the
years ended September 30, 1997, 1996 and 1995, respectively.

N O T E  1 0      P R O F I T   S H A R I N G   A N D   S A V I N G S   P L A N

The Company  established a profit  sharing and deferred  salary  savings plan in
1986 and restated the plan in 1991. All employees are eligible to participate in
the plan. In addition, the plan permits certain voluntary employee contributions
to be excluded from the employees'  current  taxable income under the provisions
of


                                     - 23 -
<PAGE>


Internal Revenue Code Section 401(k) and the regulations  thereunder.  Effective
October 1, 1991, the Company replaced a discretionary  profit sharing  provision
with a matching contribution (either in cash, shares of Epitope common stock, or
partly in both forms) equal to 50% of an employee's basic  contribution,  not to
exceed  2.5% of an  employee's  compensation.  The  Board of  Directors  has the
authority to increase or decrease the 50% match at any time.  During 1997,  1996
and  1995,  respectively,  the  Company  contributed  $101,737  (11,459  shares,
totaling  $101,721 and the remainder in cash),  $73,315  (4,653 shares  totaling
$73,279 and the remainder in cash) and $97,631  (5,562 shares  totaling  $97,607
and the remainder in cash).  As of September 30, 1997,  27,832 shares of Epitope
common stock are held by the plan.

N O T E  1 1      G E O G R A P H I C   A R E A   I N F O R M A T I O N

The  Company's  products  are all  included  in the  medical  products  industry
segment.  See Note 1 for a description of the Company's business.  The Company's
products are sold principally in the United States, Canada and Europe. Operating
loss represents revenues less operating  expenses.  In computing operating loss,
allocated corporate  administration expenses have been included;  however, other
income and expense items such as interest  expense,  miscellaneous  income,  and
other charges have not been added or deducted.

In thousands
<TABLE>
Geographic                     Revenues                           Operating Loss                      Identifiable Assets
Areas
                     1997           1996        1995         1997         1996         1995       1997         1996       1995
United States....
<S>                   <C>         <C>         <C>         <C>          <C>         <C>          <C>          <C>        <C>    
                      $8,569      $4,903      $2,630      $(4,964)     $(5,287)    $(11,608)    $17,012      $29,784    $26,142
Canada...........        608         404          78             -            -            -          -            -          -
Latin America....          4         100           -             -            -            -          -            -          -
Europe...........         49          65          72             -            -            -          -            -          -
Other............        130         122          76             -            -            -          -            -          -
                      ------      ------      ------       -------      -------      -------    -------      -------    -------
                      $9,360      $5,594      $2,856      $(4,964)     $(5,287)    $(11,608)    $17,012      $29,784    $26,142
</TABLE>



No schedules are included with the foregoing  financial  statements  because the
required information is inapplicable or is presented in the financial statements
or related notes thereto.

(a)(3) Exhibits.

See Index to Exhibits following the signature pages of this report.

(b)      Reports on Form 8-K.  

Current  report on Form 8-K dated  July 28,  1997,  reporting  under  Item 5 the
Company's  intention  to  spin  off  Agritope  and  the  termination  of  the SB
Agreement.

Current report on Form 8-K dated September 12, 1997,  reporting under Item 5 the
extension and repricing of outstanding warrants.


                                     - 24 -
<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the registrant has duly caused this amendment to this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on February 2, 1998.


                                          EPITOPE, INC.



                                          By  /s/ Charles E. Bergeron
                                               Charles E. Bergeron
                                               Chief Financial Officer


                                     - 25 -
<PAGE>

                                INDEX TO EXHIBITS
Exhibit
Number            Exhibit
------            -------
2.1               Acquisition and Merger Agreement among  Registrant,  Thamscoe,
                  Inc.,  Andrew and Williamson  Sales, Co., and the shareholders
                  of Andrew and Williamson  Sales,  Co., dated November 6, 1996.
                  Incorporated  by  reference  to Exhibit 2 to the  Registrant's
                  Current Report on Form 8-K dated November 6, 1996.

2.2               Settlement Agreement and Release among Epitope, Inc., Keith R.
                  Andrew and Kevin S.  Andrew as  co-trustees  under the Fred W.
                  and Virginia S. Andrew 1990 Revocable  Living Trust,  Keith R.
                  Andrew,  individually,  Fred L. Williamson, Fred M. Williamson
                  and  Andrew  and  Williamson  Sales,  Co.,  dated May 4, 1997.
                  Incorporated by reference to Exhibit 10.1 of the  Registrant's
                  Quarterly  Report on Form 10-Q for the fiscal quarterly period
                  ended March 31, 1996 ("March 1996 10-Q").

2.3**             Separation Agreement between Epitope, Inc. and Agritope,  Inc,
                  dated December 1, 1997

3.1               Restated Articles of Incorporation, as amended, of Registrant.
                  Incorporated  by  reference  to Exhibit 3 to the  Registrant's
                  Registration  Statement  on Form 8-A filed  December  26, 1997
                  (File No. 000-15337).

3.2**             Restated Bylaws of Registrant.

4.1               Stock  Purchase  Agreement  dated  November  9, 1990,  between
                  certain  investors and  Registrant.  Copies of the  agreements
                  with  individual  investors shall be filed with the Commission
                  upon  request  pursuant  to  Instruction  2  of  Item  601  of
                  Regulation S-K ("Item 601,  Instruction  2").  Incorporated by
                  reference to Exhibit 4.2 to the Registrant's  Annual Report on
                  Form 10-K for the year  ended  September  30,  1994 (the "1994
                  10-K").

4.2               Unit Purchase  Agreement  dated September 1991 between certain
                  investors  and  Registrant.  Copies  of  the  agreements  with
                  individual  investors  shall be filed with the Commission upon
                  request pursuant to Item 601,  Instruction 2.  Incorporated by
                  reference to Exhibits 4.1 and 4.2 to the Registrant's  Current
                  Report on Form 8-K dated September 17, 1991.

4.3               Note Purchase  Agreement dated June 10, 1992,  among Agritope,
                  Inc.,  Registrant,  and  certain  investors.   Copies  of  the
                  agreements with  individual  investors shall be filed with the
                  Commission upon request  pursuant to Item 601,  Instruction 2.
                  Incorporated  by reference to Exhibit 4.2 to the  Registrant's
                  Quarterly  Report on Form 10-Q for the fiscal quarterly period
                  ended June 30, 1992.

4.4               Warrant  Purchase  Agreement  dated as of November  25,  1992,
                  between  certain  investors  and  Registrant.  Copies  of  the
                  agreements with  individual  investors shall be filed with the
                  Commission upon request  pursuant to Item 601,  Instruction 2.
                  Incorporated  by reference to Exhibit 4.5 to the  Registrant's
                  Annual  Report on Form 10-K for the year ended  September  30,
                  1992 (the "1992 10-K").

4.5               1993 Technology  Transfer Warrant Issuance  Agreement dated as
                  of June 15, 1993,  between  certain  investors and Registrant.
                  Copies of the agreements  with  individual  investors shall be
                  filed with the Commission  upon request  pursuant to Item 601,
                  Instruction 2. Incorporated by reference to Exhibit 4.3 to the
                  Registrant's Registration Statement on Form S-3 (No. 33-68510)
                  ("Registration Statement No. 33-68510").

4.6               Form of Letter dated August 1, 1993, from Registrant regarding
                  modification  of the  terms  of the 1993  Technology  Transfer
                  Warrants.   Incorporated   by  reference  to  Exhibit  4.5  to
                  Registration Statement No. 33-68510.

4.7               1993  Warrant  Purchase  Agreement  dated as of July 6,  1993,
                  between  certain  investors  and  Registrant.  Copies  of  the
                  agreements with  individual  investors shall be filed with the
                  Commission upon request  pursuant to Item 601,  Instruction 2.
                  Incorporated  by  reference  to  Exhibit  4.6 to  Registration
                  Statement No. 33-68510.


                                     - 26 -
<PAGE>


4.8               Notice  to   warrantholders   and  current   form  of  warrant
                  certificate  for warrants  issued in September  1991 offering,
                  reflecting  extension  of  expiration  date.  Incorporated  by
                  reference to Exhibit 4.1 to the Registrant's Current Report on
                  Form 8-K dated September 12, 1997.

4.11              Notice  to   warrantholders   and  current   form  of  warrant
                  certificate  for warrants  issued in December  1992  offering,
                  reflecting  extension  of  expiration  date.  Incorporated  by
                  reference to Exhibit 4.2 to the Registrant's Current Report on
                  Form 8-K dated September 12, 1997.

4.12              Notice  to   warrantholders   and  current   form  of  warrant
                  certificate   for  warrants  issued  in  July  1993  offering,
                  reflecting  extension  of  expiration  date.  Incorporated  by
                  reference to Exhibit 4.3 to the Registrant's Current Report on
                  Form 8-K dated September 12, 1997.

4.13              Notice  to   warrantholders   and  current   form  of  warrant
                  certificate  for  warrants  issued  in August  1993  offering,
                  reflecting  extension  of  expiration  date.  Incorporated  by
                  reference to Exhibit 4.4 to the Registrant's Current Report on
                  Form 8-K dated September 12, 1997.

10.1              Incentive  Stock  Option  Plan  of  Registrant,   as  amended.
                  Incorporated by reference to Exhibit 10.1 to the 1994 10-K.*

10.2**            Amended and Restated Epitope, Inc., 1991 Stock Award Plan.*

10.3              Agritope,   Inc.,  1992  Stock  Award  Plan.  Incorporated  by
                  reference to Exhibit 10.3 to the 1992 10-K.*

10.4**            Form of  Nonqualified  Stock Option  Agreement to be issued to
                  certain  officers  and  directors  of  Registrant  pursuant to
                  Agritope, Inc., 1992 Stock Award Plan.*

10.5              Lease dated July 17, 1990,  among  Registrant,  Koll  Woodside
                  Associates,  a  California  general  partnership,  and  Petula
                  Associates,   Ltd.,  an  Iowa  corporation.   Incorporated  by
                  reference to Exhibit 10.5 to the 1994 10-K.

10.6              Fourth  Amendment  dated May 20, 1994, to Lease dated July 17,
                  1990, among Registrant, Koll Woodside Associates, a California
                  general  partnership,  and Petula  Associates,  Ltd.,  an Iowa
                  corporation.  Incorporated by reference to Exhibit 10.1 to the
                  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
                  quarterly period ended June 30, 1994 ("June 1994 10-Q").

10.7              Business Park Lease dated May 5, 1994, among Registrant,  Koll
                  Woodside  Associates,  a California general  partnership,  and
                  Petula Associates, Ltd., an Iowa corporation.  Incorporated by
                  reference to Exhibit 10.2 to the June 1994 10-Q.

10.8              Business  Park Lease  dated as of  December  16,  1994,  among
                  Registrant,  Petula Associates Ltd., an Iowa corporation,  and
                  Koll Portland  Associates,  a California general  partnership.
                  Incorporated by reference to Exhibit 10.1 to the  Registrant's
                  Quarterly  Report on Form 10-Q for the fiscal quarterly period
                  ended December 31, 1994.

10.9              Agreement  dated  December  9, 1987,  between  Registrant  and
                  Adolph Ferro,  Ph.D.  Incorporated by reference to Exhibit 4.3
                  to the 1988 S-1.*

10.10             Amendment to Agreement of December 9, 1987, dated November 11,
                  1996,   between   Registrant   and  Adolph  J.  Ferro,   Ph.D.
                  Incorporated by reference to Exhibit 10.13 to the Registrant's
                  Annual  Report on Form 10-K for the year ended  September  30,
                  1996.

10.11             Distribution  Agreement  dated as of April  1,  1994,  between
                  Registrant and Organon  Teknika  Corporation.  Incorporated by
                  reference to Exhibit 10.3 to the June 1994 10-Q.


                                     - 27 -
<PAGE>


10.12             Supply Agreement dated as of April 1, 1994, between Registrant
                  and Organon Teknika Corporation.  Incorporated by reference to
                  Exhibit 10.4 to the June 1994 10-Q.

10.13             Form of Indemnification  Agreement for directors and officers.
                  Incorporated by reference to Exhibit 10.4 to the  Registrant's
                  Registration Statement on Form S-4 (No. 333-15705).*

10.14             Amended and Restated  Employment  Agreement  dated  January 8,
                  1991 between Andrew S. Goldstein and Registrant.  Incorporated
                  by  reference  to  Exhibit  10.28 to the  Registrant's  Annual
                  Report on Form 10-K for the year ended September 30, 1991 (the
                  "1991 10-K").*

10.15             Amended and Restated  Employment  Agreement  dated  January 9,
                  1991,   between  Adolph  J.  Ferro,   Ph.D.,  and  Registrant.
                  Incorporated by reference to Exhibit 10.29 to the 1991 10-K.*

10.16**           Amendment  to Amended and  Restated  Employment  Agreement  of
                  January 9, 1991, dated August 19, 1997, between Registrant and
                  Adolph J. Ferro, Ph.D.*

10.17             Employment  Agreement dated January 28, 1990,  between Gilbert
                  N. Miller and Registrant. Incorporated by reference to Exhibit
                  10.19 to the 1994 10-K.*

10.18             Employment  Agreement  dated  July 1,  1990,  between  John H.
                  Fitchen,  M.D. and  Registrant.  Incorporated  by reference to
                  Exhibit 10.20 to the 1994 10-K.*

10.19**           Employment  Agreement  dated October 6, 1997,  between John W.
                  Morgan and Registrant.*

10.20**           Option Agreement dated October 6, 1997, between John W. Morgan
                  and Registrant.*

10.21             Employment  Agreement dated January 19, 1998,  between Charles
                  E. Bergeron and Registrant.*

10.22             Employment  Agreement  dated  January  13,  1998,  between  J.
                  Richard George, Ph.D. and Registrant.*

10.23             Continuing  Guaranty  by  Epitope,  Inc.  of credit  agreement
                  between Andrew & Williamson  Sales Co. ("A&W") and Wells Fargo
                  Bank, N.A. ("Wells Fargo") and  Subordination  Agreement among
                  Registrant,  A&W and Wells Fargo each dated as of December 17,
                  1996.  Incorporated  by reference to Exhibit 10.2 to the March
                  1996 10-Q.

10.24**           Amended  and  Restated  Employee  Benefits  Agreement  between
                  Epitope, Inc. and Agritope, Inc., dated December 19, 1997.*

10.25**           Transition Services and Facilities  Agreement between Epitope,
                  Inc. and Agritope, Inc., dated December 1, 1997.

10.26**           Tax Allocation  Agreement between Epitope,  Inc. and Agritope,
                  Inc., dated December 1, 1997.

21.               The  Registrant  owns a 60 percent  interest  in Epitope KK, a
                  Japanese limited liability company.

23.               Consent of Price Waterhouse LLP.

24.**             Powers of Attorney.

27.**             Financial Data Schedule.

*        Management contract or compensatory plan or arrangement
**       Previously filed.


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