<PAGE>



                       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, 1996

                                       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                                      93-0779127
(State or other jurisdiction of                      (I.R.S. employer
  incorporation or organization)                     identification no.)

  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
                                (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. [ ]

        State the aggregate market value of voting stock held by  non-affiliates
of the registrant, as of January 31, 1997: $195,522,605.

        Indicate the number of shares  outstanding  of each of the  registrant's
classes of common stock,  as of January 31, 1997:  Common  Stock,  no par value,
13,713,939.

                      Documents Incorporated by Reference:

                                      None


<PAGE>



                                    PART III

         ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

DIRECTORS

         The  following  table  presents  the name,  age as of January 31, 1997,
principal occupation, period of service, and term of office for each director of
the Company.



<TABLE>
<CAPTION>

NAME OF                                                                                                    DIRECTOR
DIRECTOR                                    PRINCIPAL OCCUPATION                        AGE                SINCE


<S>                                        <C>                                          <C>                <C>
Class I (Directors Whose Terms of Office Expire in 1997):

W. Charles Armstrong                        Private Investor                            52                     1989

Adolph J. Ferro, Ph.D.                      President and Chief Executive               54                     1990
                                            Officer of the Company

Roger L. Pringle                            President of The Pringle Company,           56                     1989
                                            a management consulting firm,
                                            Portland, Oregon

Class II (Directors Whose Terms of Office Expire in 1999):

Andrew S. Goldstein                         Senior Vice President of Advanced           48                     1981
                                            Technology Development -
                                            Epitope Medical Products

R. Douglas Norby                            Senior Vice President and Chief             61                     1989
                                            Financial Officer of Mentor
                                            Graphics Corporation, a computer
                                            software manufacturer,
                                            Wilsonville, Oregon

G. Patrick Sheaffer                         Chairman, President and Chief               57                     1983
                                            Executive Officer of Riverview
                                            Savings Bank, Camas, Washington

Class III (Directors Whose Terms of Office Expire in 1998):

Richard K. Donahue                          Vice Chairman of NIKE, Inc., a              69                     1991
                                            sporting goods manufacturer,
                                            Beaverton, Oregon

Margaret H. Jordan                          President and Chief Executive               54                     1995
                                            Officer of Dallas Medical
                                            Resource, a not-for-profit
                                            medical referral firm,
                                            Dallas, Texas


                                      - 1 -

<PAGE>



Michael J. Paxton                           Chairman, President and Chief               50                     1995
                                            Executive Officer of
                                            O'Cedar Holdings, Inc., a
                                            manufacturer of household
                                            cleaning products,
                                            Springfield, Ohio
</TABLE>


        W. Charles  Armstrong is a director of  Pacificorp.  He was Chairman and
Chief  Executive  Officer of Bank of America  Oregon from  September  1992 until
September  1996.  From  April to  September  1992,  he was  Chairman  and  Chief
Executive  Officer of Bank of America Idaho.  Mr.  Armstrong served as President
and Chief Operating  Officer of Honolulu Federal Savings Bank from February 1989
to April 1992.  Prior to February  1989, he was  President  and Chief  Executive
Officer of West One Bank, Oregon.

         Richard K.  Donahue  has been Vice  Chairman of NIKE,  Inc.  since June
1994. Mr. Donahue served as President and Chief Operating  Officer of NIKE, Inc.
from 1990 to June 1994 and has served as a director of that company  since 1977.
Mr.  Donahue is also a partner  in the law firm of  Donahue &  Donahue,  Lowell,
Massachusetts, and a director of Courier Corp.

         Adolph J. Ferro,  Ph.D., has been President and Chief Executive Officer
of the Company  since  April 1990.  Dr.  Ferro was Senior  Vice  President  from
November 1988 until April 1990.  From July 1987 until November 1988, he was Vice
President  of  Research  and  Development.  He was a cofounder  of  Agricultural
Genetic Systems, Inc., which the Company acquired in 1987. Dr. Ferro is also the
President of Agritope,  Inc., the Company's  wholly owned  subsidiary.  Prior to
joining the Company,  he was a Professor in the  Department of  Microbiology  at
Oregon  State  University  ("OSU").  From  1981  to  1986,  he was an  Associate
Professor at OSU, and from 1978 to 1981,  he was an Assistant  Professor at OSU.
From 1975 to 1978, he was Assistant  Professor at the  University of Illinois at
Chicago in the  Department of  Biological  Sciences.  Dr. Ferro  received a B.A.
degree from the University of Washington in 1965, an M.S. degree in biology from
Western  Washington  University in 1970, and a Ph.D. in bacteriology  and public
health from Washington State University in 1973.

         Andrew S. Goldstein is a Senior Vice President of the Company's Epitope
Medical  Products  group, a position he has held since June 1990.  Prior to that
time, he had been Vice President of Product Development from December 1988, Vice
President  of  Scientific  Affairs  from July 1987 to  December  1988,  and Vice
President of Research  and  Development  from 1981 until July 1987.  He also has
served as Secretary  from  December 1988 to February 1993 and from November 1995
to the present and served as  Treasurer  until March  1991.  Mr.  Goldstein  was
Research  Associate and supervisor of the  Histocompatibility  Laboratory at the
Oregon Health Sciences  University  ("OHSU"),  where he was engaged in paternity
testing  and  transplantation  immunology,  from  1974 to  1981.  Mr.  Goldstein
received a B.S.  degree in microbiology  from Cornell  University in 1969 and an
M.S. degree in cytology from Fordham University in 1973.

        Margaret H. Jordan joined Dallas Medical  Resource  ("DMR") as President
and Chief Executive  Officer in February 1996. DMR is a not-for-profit  alliance
of major  medical  organizations  of Dallas,  Texas,  created  to make  Dallas a
regional,  national and international  center for medical referrals.  Ms. Jordan
had  been  Vice  President  of  Health  Care &  Employee  Services  at  Southern
California  Edison Co. since  December  1992.  She had been a Vice President and
Regional Manager with the Kaiser Foundation Health Plan of Texas, Inc. beginning
in 1986, and was an Associate  Regional Manager of Kaiser Foundation Health Plan
of Georgia, Inc. from 1984 to 1986. Ms. Jordan received a B.S. degree in Nursing
from Georgetown  University in 1964 and an M.S. degree in Public Health from the
University of  California,  Berkeley,  in 1972.  She also serves on the board of
directors of Eckerd Corporation.

         R. Douglas Norby became  Executive Vice  President and Chief  Financial
Officer of LSI Logic  Corporation in October 1996. From July 1993 until assuming
his present  position,  he was Senior Vice President and Chief Financial Officer
of Mentor Graphics Corporation. Prior to joining Mentor Graphics Corporation, he
had been  President and Chief  Executive  Officer of Pharmetrix  Corporation,  a
biopharmaceutical  company in Menlo Park, California,  since July 1992. Prior to
that time, he had been  President of Lucasfilm,  Ltd.,  since 1985 and President
and Chief Executive Officer of LucasArts Entertainment Company since 1990. Prior
to joining Lucasfilm, Ltd.,

                                      - 2 -

<PAGE>



Mr.  Norby was  Senior  Vice  President  and Chief  Financial  Officer of Syntex
Corporation  from 1979 to 1985.  Mr. Norby also serves on the board of directors
of LSI Logic Corporation.

        Michael J. Paxton became Chairman, President and Chief Executive Officer
of O'Cedar Holdings, Inc. in January 1996. From March 1992 until joining O'Cedar
Holdings,  Inc., he was President and Chief Executive Officer of The Haagen-Dazs
Company,  Inc. Prior to that he was President of the Baked Goods Division of The
Pillsbury Company. Both companies are subsidiaries of Grand Metropolitan PLC. He
has  been a  director  of  Agritope,  Inc.  since  September  1992 and is also a
director of Transport Corporation of America, Inc.

         Roger L.  Pringle has been  Chairman of the Board of the Company  since
April 1990,  and is also a director of  Agritope,  Inc. He is  President  of The
Pringle  Company,  a management  consulting firm in Portland,  Oregon,  which he
founded in 1975.

         G.  Patrick  Sheaffer has been  President of Riverview  Savings Bank in
Camas,  Washington,  since 1979,  and has served as a director of the bank since
1983. In 1993, Mr. Sheaffer also became Chairman and Chief Executive  Officer of
Riverview  Savings Bank and Riverview  Mutual  Holding  Company,  a bank holding
company. He has been a director of the Washington Savings League since 1980.

EXECUTIVE OFFICERS

         The  following  table  presents  the names,  ages and  positions of the
Company's executive officers at January 31, 1997.

NAME OF
EXECUTIVE OFFICER               AGE          POSITION
Adolph J. Ferro, Ph.D.          54           President, Chief Executive
                                             Officer and Director

Gilbert N. Miller               55           Executive Vice President,
                                             Chief Financial Officer and
                                             Treasurer

John H. Fitchen, M.D.           51           Senior Vice President and
                                             Chief Operating Officer--
                                             Epitope Medical Products

Andrew S. Goldstein             48           Senior Vice President of
                                             Advanced Technology
                                             Development--Epitope Medical
                                             Products, Secretary and
                                             Director

Richard K. Bestwick, Ph.D.      42           Senior Vice President and Chief
                                             Operating Officer--
                                             Agritope

Joseph A. Bouckaert             56           President and Chief Executive
                                             Officer--Vinifera, Inc.

Byron A. Allen, Jr.             64           Vice President of Corporate
                                             Communications

Officers of the Company hold office at the discretion of the Board.

         For  biographical  summaries  of  Dr.  Ferro  and  Mr.  Goldstein,  see
"Directors" above.


                                      - 3 -

<PAGE>



         Gilbert N.  Miller  joined the Company in June 1989 as  Executive  Vice
President and Chief Financial Officer and has served as the Company's  Treasurer
since March 1991.  He has also been a Senior Vice  President of  Agritope,  Inc.
since September 1992 and its Chief  Financial  Officer since December 1991. From
1987 to 1989, he was Executive Vice President,  Finance and  Administration,  of
Northwest Marine Iron Works, a privately held ship repair contractor  located in
Portland,  Oregon.  From 1986 to 1987, he was Vice  President/Controller  of the
Manufacturing Group of Morgan Products,  Ltd., a manufacturer and distributor of
specialty  building  products  based in  Oshkosh,  Wisconsin.  He also  held the
position of Senior Vice  President/Finance  of Nicolai Company,  a Portland wood
door  manufacturing  concern  which became a wholly owned  subsidiary  of Morgan
Products,  Ltd., in 1986.  Mr. Miller  received a B.S.  degree from Oregon State
University  and a Master of Business  Administration  degree from  University of
Oregon. He is a certified public accountant.

         John  H.  Fitchen,  M.D.,  joined  the  Company  in  July  1990 as Vice
President  of  Research  and  Clinical  Activities,  was  appointed  Senior Vice
President  in  September  1993,  and  assumed the  additional  position of Chief
Operating  Officer-Epitope  Medical  Products in November 1994. Prior to joining
the  Company,  Dr.  Fitchen  was  Associate  Chief of Staff for  Research at the
Portland  Veterans  Administration  Medical  Center  in  Portland,  Oregon,  and
Professor of Medicine at OHSU.  Dr.  Fitchen  received his M.D.  degree from the
University  of  Rochester  School of Medicine  and a B.A.  degree  from  Amherst
College. He completed his clinical training in Internal Medicine at OHSU in 1976
and in  Hematology/Oncology  at the  University of California,  Los Angeles,  in
1978.

        Richard  K.  Bestwick,  Ph.D.,  joined  Epitope  in August  1987 and was
appointed  Senior Vice  President of Agritope,  Inc. in September  1992.  He was
appointed to the  additional  position of Chief  Operating  Officer of Agritope,
Inc. in October  1996.  Prior to joining  Epitope,  he was a Research  Assistant
Professor  in the  Department  of  Biochemistry  at the Oregon  Health  Sciences
University,  where he also completed his  postdoctoral  training.  Dr.  Bestwick
received a Ph.D. in Biochemistry and Biophysics from Oregon State University and
a B.S. degree from Evergreen State College.

         Joseph A. Bouckaert  joined  Vinifera,  Inc. as its President and Chief
Executive  Officer at the  inception of the Company in March 1993.  From 1988 to
1991 he was Vice Chairman of DNA Plant Technology  Corporation,  a publicly held
agricultural biotechnology company with offices in Cinnaminson,  New Jersey, and
Oakland,  California.  He also  was a  co-founder  and  member  of the  board of
directors of Florigene,  B.V., an agricultural  biotechnology company focused on
the flower business and located in the Netherlands. From 1985 to 1988, he served
as President and Chief  Executive  Officer of Advanced  Genetic  Sciences Inc. a
publicly held biotechnology company located in Oakland, California. In 1982, Mr.
Bouckaert co-founded Plant Genetic Systems,  N.V., a privately held agricultural
biotechnology  company  located in  Brussels,  Belgium,  and served as its first
Managing Director from 1982 through 1986. Mr. Bouckaert  received a Juris Doctor
degree  from the  University  of Leuven in Belgium and  postgraduate  degrees in
Business  Administration  from  the  University  of Ghent  in  Belgium,  and the
University of Kentucky in Lexington, Kentucky.

        Byron A. Allen,  Jr., joined the Company in July 1995.  Prior to joining
the  Company,  from 1993 to 1995,  Mr. Allen was Senior Vice  President,  Equity
Portfolio Manager, for C.J.  Lawrence/Deutsche Bank Securities Corporation,  New
York.  From 1978 to 1993,  he was  Director of Retail  Brokerage  Service,  C.J.
Lawrence,  Incorporated.  Mr. Allen holds an A.B. degree from Dartmouth  College
and a Master of  Business  Administration  degree  from the Amos Tuck  School of
Business Administration.

         There  are  no  family  relationships  between  any  of  the  Company's
directors or executive officers.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Exchange Act requires the  Company's  officers and
directors  and persons who own more than 10 percent of the Epitope  Common Stock
(collectively,  "Reporting Persons") to file reports of ownership and changes in
ownership  with the  Securities  and  Exchange  Commission  (the  "Commission").
Reporting  persons are required by the  Commission's  regulations to furnish the
Company with copies of all Section 16(a) forms they file.


                                     - 4 -

<PAGE>



         Based  solely on its  review of the  copies of such  forms and  written
representations  regarding  the absence of a filing  requirement  received  from
Reporting  Persons,  the Company  believes  that with respect to the 1996 fiscal
year, all Reporting  Persons complied with all applicable  filing  requirements,
except that T. J. Paulsen,  the  Company's  principal  accounting  officer until
November 11, 1996, filed one report relating to one transaction after the filing
deadline;  Richard K. Bestwick, Ph.D., Senior Vice President and Chief Operating
Officer--Agritope,  and  Joseph A.  Bouckaert,  President  and  Chief  Executive
Officer--Vinifera, Inc., each filed his initial report of his stockholdings upon
becoming an executive officer of Epitope after the filing deadline; and Byron A.
Allen,  Jr.,  Vice  President of Corporate  Communications  of the Company,  and
Richard K.  Donahue,  a  director  of the  Company,  each filed one report of an
option grant after the filing deadline.


                                     - 5 -

<PAGE>



         ITEM 11. EXECUTIVE COMPENSATION.

                                            SUMMARY COMPENSATION TABLE

         The following  table  summarizes  the  compensation  for the last three
fiscal  years of the Chief  Executive  Officer  and the four other  most  highly
compensated  executive officers of the Company  (together,  the "Named Executive
Officers") during the 1996 fiscal year.

<TABLE>
<CAPTION>
                                                                                        Long-Term
                                                                                        Compensation
                                                                                        Awards

                                                       Annual Compensation              Securities          All Other
                                                                                        Underlying        Compen-
Name and Principal Position          Year            Salary              Bonus          Options (#)(1)    sation(2)
<S>                                  <C>            <C>                  <C>            <C>               <C>     

Adolph J. Ferro, Ph.D.              1996              $214,183         $ 50,000                 -          $ 4,237
President and Chief Executive       1995               200,769          113,245            74,000            5,390
Officer                             1994               135,000                -                 -            3,375

Gilbert N. Miller                   1996               128,510           33,075                 -            3,206
Executive Vice President,           1995               130,962                -            34,000            5,021
Chief Financial Officer,            1994               120,000                -                 -            3,000
and Treasurer

John H. Fitchen, M.D.               1996               147,548           37,200                 -            3,540
Senior Vice President and           1995               148,606                -            43,000            3,578
Chief Operating Officer--           1994               131,250                -                 -            3,057
Epitope Medical Products

Andrew S. Goldstein                 1996               128,510           30,000                 -            3,206
Senior Vice President of            1995               126,923                -            34,000            3,182
Advanced Technology                 1994               105,000                -                 -            2,625
Development--Epitope Medical
Products

Richard K. Bestwick, Ph.D.(3)       1996                91,385           20,160                 -            2,280
Senior Vice President and
Chief Operating Officer--
Agritope
</TABLE>

(1)      Represents the number of shares for which options were awarded. No SARs
         have been  granted  to any Named  Executive  Officer  during  the years
         indicated.

(2)      Represents  amounts  contributed to the Company's 401(k) Profit Sharing
         Plan as employer  matching  contributions in the form of Epitope Common
         Stock.

(3)      Dr. Bestwick was not an executive officer of Epitope during fiscal 1995
         or 1994.


                                     - 6 -

<PAGE>



<TABLE>
<CAPTION>
               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                        FISCAL YEAR-END OPTION VALUES(1)

                              Number of Securities
                                                     Underlying Unexercised          Value of Unexercised In-the-Money
                       Shares                        Options at Fiscal Year-End      Options at Fiscal Year-End(2)
                       Acquired On      Value
Name                   Exercise         Realized   Exercisable  Unexercisable             Exercisable Unexercisable

<S>                       <C>         <C>            <C>              <C>               <C>                 <C>    
Adolph J. Ferro, Ph.D.    20,000      $173,722       496,061          60,143            $2,800,693          $69,583
Gilbert N. Miller         16,000       141,440       181,299          27,805             1,024,121              642
John H. Fitchen, M.D.          -             -       160,133          28,667             1,001,375                -
Andrew S. Goldstein       25,000       188,034       165,444          28,556             1,092,090           37,910
Richard K. Bestwick, Ph.D. 2,750        32,313        57,632          18,472                31,058              642
</TABLE>

(1)      The Named  Executive  Officers did not hold any SARs at  September  30,
         1996.

(2)      In-the-money  stock options are options for which the exercise price is
         less than the  market  value of the  underlying  stock on a  particular
         date. The values shown in the table are based on the difference between
         $15.0625, which was the average of the high and low sales prices of the
         Epitope  Common  Stock  on the  AMEX on  September  30,  1996,  and the
         applicable exercise price.

COMPENSATION OF DIRECTORS

         Under the terms of the Epitope,  Inc. 1991 Stock Award Plan (the "Award
Plan") in effect  during the 1996  fiscal  year,  nonemployee  directors  of the
Company  were  eligible  to  receive  nonqualified  stock  options  granted on a
nondiscretionary basis, as described below.

         INITIAL  OPTIONS.  Upon  becoming  a  nonemployee  director,  each such
director has been granted a stock  option to purchase  50,000  shares of Epitope
Common Stock (an "Initial  Option").  A newly-elected  Chairman of the Board has
been  entitled to receive an Initial  Option to purchase  an  additional  25,000
shares (75,000 shares if not previously a nonemployee director).  Until December
1994,  Initial  Options were granted at an exercise price equal to 75 percent of
the fair market  value of a share of Epitope  Common Stock on the date of grant;
beginning  in December  1994,  Initial  Options have been granted at an exercise
price equal to the fair  market  value of a share on the date of grant minus the
lesser of (a) $2.00 or (b) 25 percent of the fair  market  value.  Each  Initial
Option becomes  exercisable in annual installments based on continued service as
a  director  and  expires  at the end of five  years  following  the  director's
retirement or one year following the director's  death,  disability or cessation
of service as a director for any other reason.  An Initial Option will generally
become  fully   exercisable  by  the  date  of  the  fourth  annual  meeting  of
shareholders through which the director has served on the Board. Initial Options
become exercisable in full immediately upon the happening of a change in control
of the Company.  A change in control of the Company would occur on the happening
of such events as the beneficial ownership by a person or group of 30 percent or
more of the  outstanding  common  stock,  certain  changes  in Board  membership
affecting a majority of positions, certain mergers or consolidations,  a sale or
other transfer of all or substantially  all the Company's assets, or approval by
the shareholders of a plan of liquidation or dissolution of the Company, as well
as any change in control  required to be reported by the proxy  disclosure rules
of the Commission.

         Payment of the  exercise  price may be made in cash or by  delivery  of
previously  acquired  shares of common stock having a fair market value equal to
the aggregate  exercise  price. To the extent that payment is made in previously
acquired shares, the director is automatically granted a replacement  ("reload")
option for a number of shares equal to the number  delivered  upon exercise with
an exercise  price equal to the fair market  value of a share of common stock on
the date of exercise. Reload options become exercisable in full six months after
the grant date.

         RENEWAL OPTIONS.  Additional  nonqualified stock options have also been
granted to each nonemployee director to purchase 15,000 shares of Epitope Common
Stock  ("Renewal  Options") as of the December 15 prior to the annual meeting of
shareholders  at which the  options  most  recently  granted to the  nonemployee
director  fully vest.  Renewal  Options vest in three equal annual  installments
beginning with the second annual meeting of  shareholders  following the date of
grant, subject to acceleration of vesting upon the occurrence of a change in

                                     - 7 -

<PAGE>



control of the Company.  The other terms of Renewal  Options are  comparable  to
those of Initial Options,  except that Renewal Options do not provide for reload
options.

         AGRITOPE OPTIONS. Mr. Paxton and Mr. Pringle, as nonemployee  directors
of  Agritope,  were each  awarded  nonqualified  options  for  50,000  shares of
Agritope  common  stock under the  Agritope,  Inc.  1992 Stock  Award Plan.  The
options  have an  exercise  price of  $5.625  per  share,  which was equal to 75
percent of the fair market value of Agritope,  Inc.  common stock on the date of
grant,  September 14, 1992,  based on a good faith  determination of fair market
value by Agritope, Inc. board of directors.  The options are fully vested. Until
Agritope,  Inc. ceases to be a wholly owned subsidiary of the Company, shares of
Agritope, Inc. common stock received upon exercise of the foregoing options must
be exchanged for shares of Epitope Common Stock based on a ratio of 2.433 shares
of  Agritope,  Inc.  common  stock  for each  share  of  Epitope  Common  Stock.
Accordingly,  upon exercise of the foregoing options in full, Messrs. Paxton and
Pringle would each receive a total of 20,552 shares of Epitope Common Stock,  or
a corresponding number of shares of Medical Products Stock and Agritope Stock if
the Agritope Stock Proposal is approved.

EMPLOYMENT AGREEMENTS

         Pursuant to written employment  agreements with the Company,  the Named
Executive  Officers each are entitled to receive one year of salary in the event
of  termination  without cause (two years in the case of Dr. Ferro) or two years
of salary if  terminated  without  cause within 12 months  following a change in
control  (within the meaning of the Exchange Act) or sale of  substantially  all
the assets of the Company (three years in the case of Dr. Ferro). The agreements
in each case prohibit the officer from  competing  with the Company for one year
unless the officer elects to waive the right to amounts otherwise  payable.  The
agreements do not expire by their terms and are  terminable by the Company on 90
days' notice with cause or, subject to payment of the salary  amounts  described
above, without cause.

         ITEM  12.  SECURITY   OWNERSHIP  OF  CERTAIN   BENEFICIAL   OWNERS  AND
MANAGEMENT.

         The following  table sets forth  information  as of September 30, 1996,
regarding the  beneficial  ownership of Epitope  Common Stock by (a) each person
who is known to the Company to be the beneficial owner of more than 5 percent of
Epitope Common Stock outstanding,  (b) each director and nominee for election as
director,  (c) each of the Named Executive  Officers,  and (d) all directors and
executive officers of the Company as a group.

                                        Amount and Nature             Percent
5% Shareholders, Directors and            of Beneficial                  of
Officers                                  Ownership(1)(2)              Class


Groupe des Assurances Nationales        1,242,108(3)                    9.1%
61 Rue Monceau
Paris 75008 France

W. Charles Armstrong                       59,540(4)                      *

Richard K. Bestwick, Ph.D.                   67,382                       *

Richard K. Donahue                         57,000(4)                      *

Adolph J. Ferro, Ph.D.                    496,901(5)                    3.7

John H. Fitchen, M.D.                     164,461(4)                    1.3

Andrew S. Goldstein                       427,921(5)                    3.3

Margaret H. Jordan                           10,000                       *


                                     - 8 -

<PAGE>



Gilbert N. Miller                           182,961(5)                  1.4

R. Douglas Norby                              58,750                      *

Michael J. Paxton                             30,552                      *

Roger L. Pringle                             114,677                      *

G. Patrick Sheaffer                           80,000                      *

All directors and executive
  officers as a group
  (14 persons)                             1,794,545(4)(5)             12.5


*Less than 1%

(1)      Subject  to  community  property  laws  where  applicable,   beneficial
         ownership  consists  of sole  voting  and  investment  power  except as
         otherwise indicated.

(2)      Includes shares subject to options and warrants  exercisable  within 60
         days of September  30, 1996,  by directors  and  executive  officers as
         follows:  Mr.  Armstrong,  55,000 shares;  Dr. Bestwick,  67,382 shares
         (including  options for 9,750  shares held by his wife);  Mr.  Donahue,
         50,000 shares; Dr. Ferro, 496,061 shares; Dr. Fitchen,  160,133 shares;
         Dr. Goldstein,  165,444 shares; Ms. Jordan,  10,000 shares; Mr. Miller,
         181,299 shares; Mr. Norby,  55,000 shares;  Mr. Paxton,  30,552 shares;
         Mr.  Pringle,  100,552 shares;  Mr.  Sheaffer,  67,500 shares;  and all
         directors and executive officers as a group, 1,454,173 shares.

(3)      Includes 595,000 shares subject to warrants  exercisable within 60 days
         of September 30, 1996 and 128,008  shares  issuable upon  conversion of
         convertible notes.

(4)      Includes  shares as to which  the  individual  has  shared  voting  and
         dispositive power as follows:  Mr. Armstrong,  165 shares; Mr. Donahue,
         1,000 shares; Dr. Fitchen,  100 shares; and all directors and executive
         officers as a group, 2,265 shares.

(5)      Does not  include  17,035  shares of Epitope  Common  Stock held in the
         401(k) Plan,  as to which  Messrs.  Ferro,  Goldstein  and Miller share
         voting power as trustees of the 401(k) Plan. Messrs.  Ferro,  Goldstein
         and Miller  disclaim  any economic  beneficial  interest in such shares
         other than the 798,  636,  and 711 shares,  respectively,  allocated to
         their individual accounts under the 401(k) Plan.


         ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         In  connection  with the December 1987 merger of  Agricultural  Genetic
Systems, Inc. ("AGS"),  with and into Agritope,  Inc. Dr. Ferro, as an executive
officer and  principal  shareholder  of AGS,  was  granted a royalty  equal to 4
percent of net sales of products  resulting from the  technology  transferred to
Agritope pursuant to the merger;  royalties with respect to a particular product
were to be paid for a period  equal to the life of the patent on the  product or
an equivalent  period if a patent is not issued. On November 11, 1996, Dr. Ferro
agreed to accept a one-time  payment of $590,000 in lieu of the  royalties  that
would otherwise be due him.

         In September 1996, the Company  extended the expiration date of certain
warrants issued in private  placement  transactions in September 1991,  December
1992,  and July and August 1993, to purchase  Epitope  Common Stock at prices of
$16.00,  $16.00, $20.00 and $18.50 per share,  respectively.  The warrants would
have otherwise  expired in September 1996 and March 1997, if not exercised.  The
Company  extended the expiration date of the warrants to September 30, 1997. The
warrants were extended because they represent a significant  potential source of
additional capital.


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<PAGE>



         Holders  of the  warrants  included  Groupe des  Assurances  Nationales
("GAN"), which beneficially owns more than 5 percent of the Epitope Common Stock
outstanding. As of September 30, 1996, GAN held 1991 warrants to purchase 80,000
shares of Epitope  Common  Stock,  1992 warrants to purchase  270,000  shares of
Epitope Common Stock,  July 1993 warrants to purchase  195,000 shares of Epitope
Common  Stock,  and August 1993  warrants to purchase  50,000  shares of Epitope
Common Stock.

         On  November  14,  1996,  the  Company  agreed to  exchange  $3,380,000
principal amount of Agritope 4% Convertible Notes Due 1997 for 250,367 shares of
Epitope  Common  Stock at a reduced  exchange  price of $13.50  per  share.  The
original  terms of the notes  permitted the holders to exchange them for Epitope
Common Stock at an exchange price of $19.53 per share.  Holders exchanging their
notes at the reduced  exchange price included GAN,  which  exchanged  $2,500,000
principal amount of notes for 185,185 shares of Epitope Common Stock.

         In connection  with the  acquisition  of A&W on December 12, 1996,  the
Company  renegotiated the terms of a $6.5 million line of credit extended to A&W
by Wells Fargo Bank,  National  Association.  The line of credit had  previously
been  guaranteed  by the four  former  shareholders  of A&W,  including  Fred L.
Williamson,  who is expected to be appointed an executive officer of the Company
in February 1997. Under the renegotiated  terms of the line of credit,  Epitope,
Inc.  will  guarantee  A&W's  obligations  under  the  line  of  credit  and the
guarantees of the former shareholders will be released.


                                     - 10 -

<PAGE>


                                                    SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly caused this Amendment No. 1 to its report on Form 10-K
for the fiscal year ended  September 30, 1996, to be signed on its behalf by the
undersigned, thereunto duly authorized, on February 10, 1997.


                                  EPITOPE, INC.



                                  By /s/ GILBERT N. MILLER
                                  Gilbert N. Miller
                                  Executive Vice President and 
                                    Chief Financial Officer



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