Quarterly Report for the quarter ended November 30, 1996

January 9, 1997

To Our Shareowners:

The impressive debut of Mycogen's NatureGard™ corn plants with genetically engineered pest-resistance and the strides we've made in building a global platform to commercialize these and other new products have set the stage for dramatic progress in fiscal 1997. In reviewing the financial results reported below, please bear in mind that our businesses are highly seasonal. North American seed sales are concentrated in the second and third fiscal quarters; crop protection revenues fall mainly in the third and fourth quarters. The sharp increase in seed revenues over the same period a year ago reflects partial year revenues of our newly acquired Morgan Seeds unit in South America, where the planting season is the reverse of that in the Northern Hemisphere. Other notable developments include:

Strategic Alliances - In December, DowElanco purchased one million shares of common stock from Pioneer Hi-Bred, increasing its ownership stake to 52 percent and reaffirming our shared goal of building Mycogen into a major agricultural biotechnology company. Majority ownership carries the right to a fifth seat on our board of directors, and DowElanco nominated Louis W. Pribila, its vice president, secretary and general counsel, who was elected at the annual meeting. Pioneer remains our second largest shareowner, and the Pioneer-Mycogen collaboration to develop technology for pest-resistant varieties of six major crops continues in high gear. Our acquisition of an 18.75 percent equity stake and an option to purchase another 16.25 percent of Verneuil Holding, a major European seed company, greatly strengthens our foothold in the world's second largest agricultural market. With pest-resistant seed corn now approved for commercial sale in Europe, we could introduce insect-resistant hybrids there by 1998 through a Mycogen-Verneuil joint venture.

Mycogen Seeds - The consolidation of the United AgriSeeds organization and brands into Mycogen Seeds has gone smoothly, and early season order activity supports our prediction that, contrary to the experience of previous seed company mergers, we will be able to hold unit sales volumes. Despite difficult growing conditions, seed production went well and availability is good in virtually all of our NatureGard, Totally Managed Feedstuffs™ and other elite corn hybrids. Last year's addition of large, efficient, former UAS conditioning plants in Iowa and Minnesota, and the expansion and modernization of two existing plants enabled us to achieve significant product quality and cost of goods improvements for 1997.

Patents & Litigation - The wheels of justice are turning slowly as Mycogen and various competitors have turned to the courts to resolve disputes over ownership of the extremely valuable technology that is being used to develop genetically enhanced seed products. We believe that the two U.S. patents Mycogen received in October, along with patents in Europe and elsewhere, give us a dominant position in the use of Bacillus thuringiensis (Bt) genes to make plants pest-resistant, and we will continue to employ whatever means are necessary to ensure that Mycogen and its shareowners receive the full value of those rights.

Outlook - With the vast promise of agricultural biotechnology becoming commercial reality, we see tremendous opportunities to continue building the business and increasing shareowner value in the months and years ahead. Please recognize that our forward-looking statements are based on projections and estimates relating to the economy and the seed and crop protection industries. Various factors may cause actual results to vary significantly from our expectations. These include the impact of weather on production and sales, competitive and regulatory actions, intellectual property positions and fluctuations in crop acreage and commodity prices. We appreciate your support.



Jerry Caulder Carl Eibl
Chairman & Chief Executive Officer President & Chief Operating Officer

Mycogen Corporation
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
Three months ended
November 30,
1996 1995
(Unaudited)
Revenues:
Net operating revenues:
Seed segment $ 6,902 $ 1,126
Crop protection segment 9,388 10,923
16,290 12,049
Contract and other revenues 2,410 1,571
Total revenues 18,700 13,620
Costs and expenses:
Cost of operating revenues 10,148 7,823
Operating Expenses 18,919 13,364
Total costs and expenses 29,067 21,187
Operating Loss: (10,367) (7,567)
Interest and other, net 139 155
Net Loss: (10,228) (7,412)
Dividends on preferred stock - (384)
Net loss applicable to common shares $ (10,228) $ (7,796)
Net loss per common share $ (.33) $ (.40)
Weighted average number of shares 30,709 19,447