<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                                       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 number: 0-25852

                           THE MED-DESIGN CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S>                                                                    <C>
Delaware                                                                                                          23-2771475
--------------------------------------------------------------        ------------------------------------------------------
(State or other jurisdiction of incorporation or                                        (I.R.S. Employer Identification No.)
organization)

2810 Bunsen Avenue, Ventura, CA                                                                                        93003
--------------------------------------------------------------        ------------------------------------------------------
(Address of principal executive offices)                                                                          (Zip Code)

                             Registrant's telephone number, including area code: (805) 339-0375

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

                     Title of each class                                        Name of each exchange on which registered
---------------------------------------------------------------       -------------------------------------------------------
                             None                                                              None


                                 Securities registered pursuant to Section 12(g) of the Act:
                                           Common Stock, par value $0.01 per share
                                           ---------------------------------------
                                                      (Title of Class)
</TABLE>

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 the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ].

The aggregate market value of voting stock held by non-affiliates of the
Registrant (computed by reference to the last reported sale price of such stock
on June 28, 2002 was $125,382,547. The number of shares of Registrant's common
stock outstanding as of April 23, 2003 was 12,701,280.




                                       (1)
<PAGE>

                                Explanatory Note


This Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended
December 31, 2003 (the "Report") of The Med-Design Corporation (the "Company"):


    o   amends and restates Item 7 of Part II of the Report in order to (i)
        conform disclosure (in the "Overview" section) regarding royalties on
        international sales of the BD Integra(TM) Syringe to corresponding
        disclosures in other sections of the Report and (ii) revises disclosure
        in the "Results of Operations" section regarding the Company's general
        and administrative expenses in 2002, 2001 and 2000 to provide
        information responsive to Regulation G; and


    o   in accordance with Instruction G(3) to Form 10-K, includes the
        information required under Part III.











                                       (2)
<PAGE>
Item 7 of Part II

Overview

         We are principally engaged in the design, development and licensing of
safety medical devices intended to reduce the incidence of accidental needle
sticks. Each safety medical device we design and develop incorporates our
proprietary needle retraction technology. Our technology enables health care
professionals to retract a needle into the body of the medical device for safe
disposal without any substantial change in operating technique. To date,
substantially all of our revenues have been derived from "up front" license
payments made by BD.

         However, principally as a result of the launch of certain of our
products licensed to BD, we realized increased revenues from minimum royalties
on our licensed product technologies, particularly during the fourth quarter. A
dispute with BD over the appropriate amount of royalty payment for the BD
Integra Syringe was resolved through mediation in January 2003, resulting in a
royalty rate of 2.5% to us on all sales of the product in the U.S. and in all
international markets where our retracting needle syringe patents are in force.
The royalty rate is retroactive to the initial introduction date of May 2002.

Results of Operations

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

         Total revenue 2002 was $474,325 compared to revenue of $2,330,000 in
2001. Revenue in 2002 consisted of royalty payments from the sale of our
licensed products. Revenue in 2001 consisted principally of an up-front license
payment from Medamicus for our license of the Safety Seldinger Introducer Needle
for use in arterial access.

         General and administrative expenses were $6,602,420 in 2002, an
increase of $1,100,033 as compared to general and administrative expenses of
$5,502,387 in 2001. The increase in general and administrative expenses was
primarily due to our increase in corporate, legal, consulting and travel
expenses related to the arbitration and subsequent mediation of our dispute with
BD relating to the royalty rate for the Integra Syringe licensed to BD, hiring
and relocation of a new executive and costs related to increased marketing to
allow us to negotiate agreements for our portfolio products. Excluding stock
based compensation of $1,783,863 in 2002 and $1,792,082 in 2001, general and
administrative expenses were $4,818,557 in 2002 and $3,710,305 in 2001. Stock
based compensation resulted from the issuance and modification of options,
warrants and other stock based grants and awards in 2002 and 2000.

         Research and development expenses for the year ended December 31, 2002
were $1,969,709 an increase of $896,386 as compared to research and development
expenses of $1,073,323 for the corresponding period in 2001. The increase was
due primarily to costs associated with an evaluation study, regulatory
application costs related to the Safety Dental Pre-filled Cartridge Injector,
the development of new products and payment in connection with a claim by the
former Director of Research and Development.

         In accordance with FAS No. 115, "Accounting for Certain Investments in
Debt and Equity Securities," and consistent with the Company's accounting policy
for marketable equity securities, in the fourth quarter of fiscal 2002, the
Company determined that the decline in the fair value of its investment in
Medamicus stocks (which was received as part of a development and licensing
agreement in 2001) was other-than-temporary. Accordingly, the Company
established a new basis of $448,078 in the investment equivalent to its fair
market value at December 31, 2002. As a result, the Company realized a loss of
$331,419 or ($0.03) per basic and diluted common share.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

         Total revenue for the year ended December 31, 2001 was $2,330,000
compared to revenue of $4,128,993 in 2000. The revenue in 2001 consisted
principally of an up front license payment from MedAmicus for the Safety
Seldinger Introducer Needle arterial access. The revenue in 2000 consisted
principally of $4,000,000 in up front licensing payments made by BD under the
May 11, 2000 license agreement.

         General and administrative expenses were $5,502,387 in 2001, a decrease
of $562,330 as compared to general and administrative expenses of $6,064,717 in
2000. The decrease in general and administrative expenses was due to the
$755,475 decrease in stock based compensation described below, offset by an
increase in expenses, primarily increased legal and travel expenses, resulting
from an increase in the general level of business activities to enable us to
market our products. Excluding stock based compensation of $1,792,082 in 2001
and $2,547,557 in 2000, general and administrative expenses were $3,710,305 in
2001 and $3,517,160 in 2000. Stock based compensation resulted from the issuance
and modification of options, warrants and other stock based grants and awards.
There were no new agreements for stock based compensation in 2001 that resulted
in expense in the period. All expense recorded in 2001 related to the vesting of
arrangements entered into in 2000.







                                       (3)
<PAGE>
         Research and development expenses for the year ended December 31, 2001
were $1,073,323, a decrease of $70,615 as compared to research and development
expenses of $1,143,938 for the corresponding period in 2000. The higher levels
of expenses in 2000 were due primarily to research and development activities to
modify our licensed products based on specific requests of our licensees.

Liquidity and Capital Resources

         At December 31, 2002, we had cash, cash equivalents and available for
sale securities of $14,165,300 as compared to $5,889,766 at 2001, an increase of
$8,275,534 or 141%. The increase resulted from the private equity placement of
1,326,260 shares of our common stock on March 25, 2002. Med-Design received net
proceeds of approximately $14,200,000 from this offering.

         For the year ended December 31, 2002, our net cash used in operating
activities was $5,187,510 consisting of net loss of $8,081,061, non-cash
depreciation and amortization of $511,307, stock based compensation and realized
loss on available-for-sale securities of $1,783,863 and $331,419, respectively.
Net cash used in investing activities of $7,725,923 consisted primarily of
additions to property, plant and equipment of $292,084 and patents $148,577 and
net investment in available-for-sale securities of $7,035,262. Net cash provided
by financing activities of $14,432,798 consisted primarily of net proceeds from
the private placement of $14,192,440 and proceeds from warrant and stock option
exercises of $253,084.

         At December 31, 2002, we had a revolving line of credit which makes
available up to $3,000,000. This facility can be used to fund working capital
needs and finance capital equipment purchases. Although advances for capital
equipment financing may not exceed $600,000, borrowings are collateralized by
substantially all of our assets. Any borrowings to meet working capital needs
bear interest at LIBOR plus 2.25%, while borrowings to finance capital equipment
purchases bear interest at the prime rate plus 2.5%. The facility expires on May
31, 2003, and there is no assurance that we will be successful in negotiating a
continuation of the availability of the line of credit or the terms that will be
made available to us. There were no amounts outstanding under the agreement at
December 31, 2002.

         We believe that we have sufficient funds to support our planned
operations for at least the next twelve months. The availability of resources
over a longer term will be dependent on our ability to enter into licensing
agreements, the amount of royalty payments we receive from our current and
future licensees, our ability to enter into and profitably operate under
collaborative arrangements, and our ability to raise additional equity or debt
financing. We have not yet generated sufficient cash flows from operations to
support our operations on an on going basis and anticipate that we may need to
seek additional sources of funding in the future. Historically, our cash flow
has been provided almost exclusively by securities offerings and up-front
license fees. If we are unsuccessful in negotiating additional agreements, or if
licensing revenues are insufficient to support our operations, we may be
required to reduce the scope of, or cease, our operations. Pursuant to our OEM
Manufacturing Agreements with Owens-Illinois, we are required to purchase the
automated equipment and molds necessary for Owens-Illinois to manufacture our
products. These expenditures may be significant. However, we will not incur any
such expenses until we have entered into distribution agreements for such
products.

Critical Accounting Policies

         In preparing our financial statements, management is required to make
estimates and assumptions that, among other things, affect the reported amounts
of assets and liabilities and reported amounts of revenues and expenses. These
estimates are most significant in connection with our critical accounting
policies, namely those of our accounting policies that are most important in the
portrayal of our financial condition and results and require management's most
difficult, subjective or complex judgments. These judgments often result from
the need to make estimates about the effects of matters that are inherently
uncertain.

         We believe that our most critical accounting policies relate to (1)
revenue recognition involving up-front license fees and royalties based on
production or sales volume, (2) stock based compensation and (3) accounting for
available for sale securities.








                                       (4)
<PAGE>
         Our revenue recognition policy with regard to up-front license fees
calls for recognition upon the signing of a binding agreement when we have no
further obligation under the agreement other than to defend the patent rights
associated with such agreement. Our revenue recognition policy with regard to
royalties based on production or sales volume calls for recognition in the
period in which the relevant products are produced or sold. The recognition of
such revenues is dependent on our licensees and strategic allies accurately and
timely reporting sales and production volume. Inaccurate or late reporting could
result in recognition of revenue and related costs at an earlier or a later
time. Certain of our licensees and strategic allies are contractually required
to pay minimum royalties if sales or production volumes do not reach specified
levels. Our revenue recognition policy with respect to these minimum royalties
calls for recognition in the period to which the minimum royalties relate.

         We periodically grant compensation to employees and non-employee
consultants in the form of equity. These grants typically consist of common
stock, stock options and warrants to purchase common stock. We apply the
guidance of APB 25 "Accounting for Stock Issued to Employees" in accounting for
stock options, warrants and common stock issued to employees. We record
compensation expense over the service period of the employee if the exercise
price of the option or warrant is less than the fair value of our common stock
on the date of the grant. We account for options and warrants issued to our
non-employee consultants and directors who perform consulting services in
accordance with Statement of Financial Accounting Standard 123, "Accounting for
Stock Based Compensation". Accordingly, we record compensation expense over the
contractual performance period and re-measure that expense at the end of each
fiscal quarter. We measure the value of these instruments using the Black-
Scholes valuations model which requires management to make estimates. Variations
in these estimates could have a material effect on the reported expenses
recorded in the financial statements in any given period, and therefore, a
material effect on our reported financial results.

         Available-for-sale securities are reported at a fair value, based on
quoted market prices, with the net unrealized gain or loss reported as a
component of "Accumulated other comprehensive income (loss)" in stockholders'
equity.

         The Company records an impairment charge when it believes an investment
has experienced a decline in value that is other-than-temporary. In determining
if a decline in market value below cost for a publicly traded security is other-
than-temporary, the Company evaluates the relevant market conditions, offering
prices, trends of earnings, price multiples and other key measures. When a
decline in value is deemed to be other-than-temporary, the Company recognizes an
impairment loss in the current period to the extent of the decline below the
carrying value of the investment. Adverse changes in market conditions or poor
operating results of underlying investments could result in additional
other-than-temporary losses in future periods.

New Accounting Standards

         In June 2001, the Financial Accounting Standards Board "FASB" issued a
Statement of Financial accounting Standard "SFAS" No. 143, "Accounting for Asset
Retirement Obligation." This standard provides the accounting for the cost of
legal obligations associated with the retirement of long-lived assets. SFAS No.
143 requires that companies recognize the fair value of a liability for asset
retirement obligations in the period in which the obligations are incurred and
capitalize that amount as a part of the book value of the long- lived asset.
That cost is then depreciated over the remaining life of the underlying
long-lived asset. The adoption of this pronouncement will have no material
impact on our financial position or results of operations.

         In August 2001, the FASB issued SFAS No. 144, "Accounting for
Impairment of Disposal of Long Lived Assets." This standard supersedes SFAS No.
121 and the provisions of Accounting Principles Board Opinion No. 30, "Reporting
the Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" with regard to reporting the effects of a disposal of a segment of
a business. SFAS No. 144 establishes a single accounting model for assets to be
disposed of by sale and addresses several SFAS No. 121 implementation issues. We
were required to adopt SFAS No. 144 effective January 1, 2002. The adoption of
this pronouncement will have no material impact on our financial position or
results of operations.

         In June 2002, the FASB issued SFAS 146, "Accounting for Costs
Associated with Exit or Disposal Activities," which addresses the accounting and
reporting for Costs associated with exit or disposal activities. The provisions
of this Statement are effective for fiscal years ending after December 31, 2002.
The adoption of this pronouncement will have no material impact on our financial
position or results of operations.

         In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure," which provides alternative methods of
transition for a voluntary change to a fair-value based method of accounting for
stock-based employee compensation as prescribed in SFAS 123 "Accounting for
Stock Based Compensation." Additionally, SFAS 148 requires more prominent and
more frequent disclosures in financial statements about the effects of
stock-based compensation. The provisions of this Statement are effective for
fiscal years ending after December 15, 2002. The adoption of this pronouncement
will have no material impact on our financial position or results of operations.




                                       (5)
<PAGE>
         In January 2003, the Emerging Issues Task Force issued EITF 00-21
"Revenue Arrangements with Multiple Deliverables." EITF 00-21 primarily
addresses certain aspects of the accounting by a vendor for arrangements under
which it will perform multiple revenue-generating activities. Specifically, it
addresses how to determine whether an arrangement involving multiple
deliverables contains more than one unit of accounting. In applying EITF 00-21,
separate contracts with the same entity or related parties that are entered into
at or near the same time are presumed to have been negotiated as a package and
should, therefore, be evaluated as a single arrangement in considering whether
there are one or more units of accounting. That presumption may be overcome if
there is sufficient evidence to the contrary. EITF 00-21 also addresses how
arrangement consideration should be measured and allocated to the separate units
of accounting in the arrangement. The provisions of EITF 00-21 are effective for
revenue arrangements entered into in fiscal periods beginning after June 15,
2003. We are currently evaluating the impact this statement will have on our
financial position or results of operations.


















                                       (6)
<PAGE>
PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>
Name                                           Age         Position(s)
----                                           ---         -----------
<S>                                           <C>          <C>
James M.  Donegan (3)(4)(5)                     52         Chairman of the Board, Chief Executive Officer and
                                                           President

David R. Dowsett                                49         Vice President and Chief Operating Officer

Lawrence D.  Ellis                              52         Vice President and Chief Financial Officer

Joseph N.  Bongiovanni, III (3)(5)              58         Vice President, Secretary and Director

Ralph Balzano (2)(4)                            66         Director

John Branton (1)(4)                             52         Director

Paul D. Castignani (1)                          57         Director

D. Walter Cohen                                 76         Director

Vincent J. Papa (1)(2)(3)(5)                    53         Director

James E. Schleif (1)(3)(4)                      61         Director

Pasquale L. Vallone (2)(3)                      75         Director

Gilbert M.  White (2)(3)                        65         Director
</TABLE>
----------------
(1) Member of the Audit Committee of the Board of Directors
(2) Member of the Compensation Committee of the Board of Directors
(3) Member of the Nominating Committee of the Board of Directors
(4) Member of the Investment Committee of the Board of Directors
(5) Member of the Executive Committee of the Board of Directors

         James M. Donegan has served as our Chairman of the Board of Directors,
Chief Executive Officer and President since 1994. From 1991 to 1995, Mr. Donegan
held various positions at Chase Manhattan Bank, including marketing executive
for the Structured Investment Division and most recently as the Managing
Director of Chase Futures Management, Inc.

         David R. Dowsett has served as our Chief Operating Officer since June
2002. From 1997 to May 2002, Mr. Dowsett served in a number of capacities at
Becton, Dickinson and Company most recently as Worldwide Director in the
Infusion Therapy Systems Business. Between 1980 and 1997, Mr. Dowsett held
various sales, marketing and business development positions at C.R. Bard, a
company engaged in the development, manufacturing and supplying of healthcare
products.

         Lawrence D. Ellis has served as our Vice President and Chief Financial
Officer since 1997. From 1991 to 1995, Mr. Ellis served as Controller for
Phonotics, Inc., a company engaged in the research and development and
manufacturing of fiber optic test equipment. In addition, Mr. Ellis has six
years of public accounting experience with Ernst & Young, LLP.

         Joseph N. Bongiovanni, III, has served as a director of Med-Design and
our Vice President and Secretary since 1994. Since 1978, Mr. Bongiovanni has
been the senior partner of the law firm Bongiovanni & Berger.

         Ralph Balzano has served as a director of Med-Design since January
2001. Mr. Balzano has been an independent systems consultant since January 2002
for Balzano LLC. Mr. Balzano served as Chief Information Officer for the
Department of Information Technology & Telecommunications for the City of New
York from 1994 to 2001. From 1971 to 1994, Mr. Balzano was the Chief Executive
Officer of LCS Associates in New York.

         John Branton has served as a director of Med-Design since April 2001.
Mr. Branton is the President and Co-Founder of Safe Harbor Financial, Inc., a
fixed and variable annuity wholesaling organization he co-founded in 1986. From
1980 to 1986, Mr. Branton was a Vice President with INA Life Insurance Company.







                                       (7)
<PAGE>
         Paul D. Castignani has served as a director of Med-Design since July
2002. Mr. Castignani is a Senior Vice President and Chief Financial Officer of
Eagle National Bank, where he has served in various capacities since 1987.

         D. Walter Cohen has served as a director of Med-Design since July 2002.
Dr. Cohen is a Professor of Periodontics at the Medical College of Pennsylvania,
where he has instructed since 1973. He is also a former professor and dean of
the School of Dental Medicine at the University of Pennsylvania. Dr. Cohen has
authored or co-authored numerous books and articles on various medical topics.
He is a member of the Institute of Medicine of the National Academy of Sciences.
Dr. Cohen is also a practicing dentist.

         Vincent J. Papa has served as a director of Med-Design since 1998. Mr.
Papa has served as Secretary and General Counsel of Energy Merchants LLC since
1999. From 1995 to 1999, Mr. Papa was a Managing Director and General Counsel
for P.M.G. Capital Corp., a wholly owned affiliate of the Pennsylvania Merchant
Group.

         James E. Schleif has served as a director of Med-Design since April
2001. Mr. Schleif has been a healthcare industry consultant specializing in
financial management and managed care since May 2000. From 1978 to May 2000, Mr.
Schleif served as the Chief Financial Officer of Mercy Health System.

         Pasquale L. Vallone has served as a director of Med-Design since 1998.
Mr. Vallone has been a consultant for U.S. Aviation Underwriters, Inc. since
July 1997. Mr. Vallone served in the underwriting and technical areas at U.S.
Aviation Underwriters for fifty years until his retirement as a Senior Vice
President in June 1997.

         Gilbert M. White has served as a director of Med-Design since 1994 and
served as an Executive Vice President of Med-Design from 1995 until January
1998. Mr. White is currently an independent insurance consultant. Prior to
joining Med-Design in 1995, Mr. White was Senior Vice President of Rollins Hudig
Hall, a multinational insurance firm, where he designed, marketed and serviced
complex insurance programs for large national and international clients since
1984.

         There are no family relationships among any of our Directors, executive
officers and significant employees except that James E. Schleif and Joseph N.
Bongiovanni, III are brothers-in-law.

Section 16(a)  Beneficial Ownership Reporting Compliance

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors and executive officers, and persons who own more than ten
percent of our common stock, to file reports of ownership of our securities and
changes in ownership with the Securities and Exchange Commission. To the
Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company and representations of these persons that no other
reports were required, during the year ended December 31, 2002, all of the
Company's directors, executive officers and greater than 10% stockholders
complied with all Section 16(a) filing requirements, except as follows: Mr.
White filed a Form 4 to report one transaction in December 2001 after the due
date of the form, Messrs. Balzano, Branton Schleif and White each filed a Form 4
to report one transaction in July 2002 after the due date of the form, and Mr.
Dowsett's initial beneficial ownership report erroneously omitted reference to
shares of our common stock owned by Mr. Dowsett. This error was corrected by
amendment.




                                       (8)

<PAGE>
ITEM 11.  EXECUTIVE COMPENSATION

Summary Compensation Table

         The following table sets forth for the years ended December 31, 2002,
2001 and 2000, information regarding compensation we paid to our Chief Executive
Officer and the four other most highly paid executive officers whose total
annual salary and bonus exceeded $100,000 for the year ended December 31, 2002.

                           Summary Compensation Table
<TABLE>
<CAPTION>
                                                   Annual Compensation                      Long Term Compensation
                                                   -------------------                      ----------------------
                                                                                                    Awards
                                                                                                    ------
                                                                                        Restricted
                                                Salary               Other Annual         Stock            Securities
Name and Principal Position            Year      ($)     Bonus($)   Compensation($)     Awards($)      Underlying Options
---------------------------            ----      ---     --------   ---------------     ---------      ------------------
<S>                                    <C>     <C>       <C>        <C>                <C>             <C>
James M. Donegan                       2002    354,000     50,000      753,738(1)           -                200,000
   Chairman, Chief Executive Officer   2001    338,000     50,000      753,738(1)           -                175,000
   and President                       2000    300,000     25,000      753,712(1)           -                100,000

David R. Dowsett(2)                    2002    115,272          -        5,600              -                300,000
   Vice President and
   Chief Operating Officer

Lawrence D. Ellis                      2002    168,000     30,000       10,200              -                 89,000
   Vice President and                  2001    160,000     20,000          -                -                 75,000
   Chief Financial Officer             2000    140,000     20,000          -                -                 66,000

Joseph N. Bongiovanni, III             2002    160,000     30,000        2,550              -                 67,000
   Vice President and Secretary        2001    140,000     20,000          -                -                 75,000
                                       2000    108,000     20,000          -                -                100,000

Michael W. Simpson(4)                  2002    185,000     30,000       10,200              -                      -
   Vice President and                  2001    185,000     20,000          -                -                 75,000
   Chief Strategy Officer              2000    165,000          -          -           2,525,000(3)          116,000
</TABLE>
--------------
(1)  Represents 59,702 shares of common stock for 2002 and 2001 and 59,700 for
     2000 awarded to Mr. Donegan as compensation for past service. In 2000, the
     Company's Compensation Committee, after consultation with outside
     professional compensation consultants, determined that Mr. Donegan had been
     under-compensated since the Company's inception and authorized an award of
     approximately 59,700 shares of common stock per year for the following four
     years as compensation for past service, or an aggregate totaling 238,806
     shares. Each annual award is conditioned on Mr. Donegan remaining an
     officer, director or consultant of the Company.

(2)  Mr. Dowsett was employed as our Chief Operating Officer and Vice President
     on June 1, 2002.

(3)  Represents 200,000 shares of Common Stock granted to Mr. Simpson on
     November 1, 2000, one-third of which vested upon the Common Stock trading
     over $22.00 per share for thirty consecutive trading days. The remaining
     shares will vest an additional one-third upon each of the first and second
     anniversaries of the initial vesting. At December 31, 2002, Mr. Simpson
     held 30,382 shares of restricted stock.

(4)  Mr. Simpson resigned as Chief Strategy Officer and Executive Vice President
     on March 13, 2003, but remains an employee of the Company involved in
     marketing and product management. (See employment agreements)






                                       (9)
<PAGE>
Stock Options

         The following table sets forth certain information concerning grants of
stock options made during 2002 to the persons named in the Summary Compensation
Table.

                        Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
                                                Percent Of
                                Number Of     Total Options
                               Securities       Granted To     Exercise
                               Underlying      Employees In      Price     Expiration      Grant Date
           Name              Options Granted   Fiscal Year      ($/Sh)        Date       Present Value(1)
           ----              ---------------   -----------      ------        ----       ----------------
<S>                           <C>              <C>             <C>         <C>          <C>
James M. Donegan               100,000(2)          12%           3.25       10/10/09       $  291,000
                               100,000(2)          12%           3.25       10/10/12          291,000

David R. Dowsett               187,500(3)          23%          11.70        5/15/12       $1,966,875
                               112,500(4)          14%           6.51        7/26/12       $  678,375

Lawrence D. Ellis               22,000(5)           3%           3.25       10/10/09       $   64,020
                                67,000(5)           8%           3.25       10/10/12       $  194,970

Joseph N. Bongiovanni, III      22,000(5)           3%           3.25       10/10/09       $   64,020
                                45,000(5)           5%           3.25       10/10/12       $  130,950

Michael W. Simpson                   -              -                -             -                -
</TABLE>
--------------
(1)  These amounts represent the estimated fair value of stock options, measured
     at the date of grant using the Black-Scholes option pricing model. There
     are four underlying assumptions in developing the grant valuations: an
     expected volatility of 98.15% to 109.22%, an expected term of exercise of
     ten years, a range of risk free interest rates of 2.00% to 3.00% and a
     dividend yield of zero. The actual value, if any, an executive officer may
     realize will depend on the amount by which the stock price exceeds the
     exercise price on the date the option is exercised. Consequently, there is
     no assurance the value realized by an executive officer will be at or near
     the value estimated above. These amounts should not be used to predict
     stock performance.

(2)  The options were granted on October 10, 2002. Of the shares underlying the
     options, 100,000 shares vested on the date of grant and the remaining
     shares will vest on October 10, 2007. Vesting is accelerated based upon the
     market price of the Company's common stock achieving certain milestones.
     One third of the remaining balance vests each year the Company achieves
     such milestones.

(3)  The options were granted on May 15, 2002. Of the shares underlying the
     options, 50,000 shares vested on October 15, 2002, 25,000 shares will vest
     on May 15, 2003 and 37,500 shares will vest on each of May 15, 2004, 2005,
     and 2006.

(4)  The options were granted on July 26, 2002 and will vest on July 26, 2009.
     Vesting is accelerated upon the Company achieving certain earnings
     milestones each year. One third of the remaining balance vests each year
     the Company achieves such milestones.

(5)  The options were granted on October 10, 2002. Of the shares underlying the
     options, 22,000 shares vested on the date of grant and the remaining shares
     will vest October 10, 2007. Vesting is accelerated based upon the market
     price of the Company's common stock achieving certain milestones. One third
     of the remaining balance vests each year the Company achieves such
     milestones.

Option Exercises and Fiscal Year-End Values

         The following table summarizes option exercises during 2002 and the
value of securities underlying exercisable and unexercisable options at December
31, 2002 held by the persons named in the Summary Compensation Table. Year-end
values are based upon a price of $8.00 per share, which was the closing market
price of a share of our common stock on December 31, 2002 as reported in the
Nasdaq National Market.





                                      (10)
<PAGE>
            Aggregate Option Exercises in Last Fiscal Year and Fiscal
                             Year-End Option Values
<TABLE>
<CAPTION>
                                                            Number Of Securities
                                                           Underlying Unexercised          Value Of Unexercised
                                                                   Options                 In-The-Money Options
                                                             At Fiscal Year-End             At Fiscal Year-End
                                Shares                   ---------------------------   ---------------------------
                               Acquired       Value
    Name                      On Exercise   Realized     Exercisable   Unexercisable   Exercisable   Unexercisable
    ----                      -----------   --------     -----------   -------------   -----------   -------------
<S>                           <C>           <C>          <C>            <C>          <C>           <C>
James M. Donegan                  ---          ---         288,300        187,700      $ 480,252     $  476,388

David R. Dowsett                  ---          ---          50,000        250,000      $       0     $  167,625

Lawrence D. Ellis                 ---          ---          75,200        121,000      $ 239,555     $  344,077

Joseph N. Bongiovanni, III      2,000      $38,300         243,500        108,500      $ 583,312     $  239,555

Michael W. Simpson                ---          ---          58,000         50,000      $       0     $        0
</TABLE>

Compensation of Directors

         Non-employee directors receive $500 per board of directors meeting
attended and annually receive options to purchase 10,000 shares of our common
stock, with an exercise price equal to the closing market price on the date of
grant, as compensation for services on our board of directors. Non-employee
members also receive $200 for each board committee meeting attended. No other
directors receive cash or other compensation for services on our board of
directors or any committee thereof. All directors are entitled to reimbursement
for reasonable expenses incurred in the performance of their duties as board
members.

Employment Agreements

         Effective October 10, 2002, we entered into a three-year employment
agreement with James M. Donegan as Chief Executive Officer and President. The
agreement provides for a base salary of $354,000. Mr. Donegan was also awarded a
stock option for 200,000 shares of the Company's common stock under the
agreement. The options were granted on October 10, 2002. Of the shares
underlying the option, 100,000 shares vested on the date of grant and the
remaining shares will vest on October 10, 2007. Vesting is accelerated based
upon the market price of the Company's common stock achieving certain
milestones. One third of the remaining balance vests each year the Company
achieves such milestones. In 2000, the Company's Compensation Committee, after
consultation with outside professional compensation consultants, determined that
Mr. Donegan had been under-compensated since the Company's inception and
authorized an award of approximately 59,700 shares of Common Stock per year for
the following four years as compensation for past service, or an aggregate of
238,806 shares. Each annual award is conditioned on Mr. Donegan remaining an
officer, director or consultant of Med-Design.

         On June 1, 2002, the Company entered into a four-year employment
agreement with David Dowsett as Executive Vice President and Chief Operating
Officer, which agreement was effective as of May 15, 2002. The agreement
provides for a base salary of $210,000, a stock option agreement to purchase
300,000 shares of common stock and a car allowance of $800 per month to cover
all expenses related to the vehicle. The stock option has an exercise price of
$11.70 per share. Of the shares underlying the stock option, 50,000 shares vest
on October 15, 2002, 25,000 shares vest on May 15, 2003 and 37,500 shares vest
on each of May 15, 2004, 2005 and 2006, and the remaining balance of 112,500
shares will vest on July 26, 2009. Vesting is accelerated upon the Company
achieving certain earnings milestone each year. One third of the remaining
balance vests each year the Company achieves such milestones.

         On October 10, 2002, we entered into a three-year employment agreement
with Lawrence D. Ellis as Vice President and Chief Financial Officer. The
agreement provides for a base salary of $168,000, a stock option to purchase
89,000 shares of common stock and a car allowance of $850 per month to cover all
the expenses related to the vehicle. The stock option has an exercise price of
$3.25 per share. Of the share underlying the option, 22,000 shares vested on the
date of grant and the remaining shares will vest October 10, 2007. Vesting is
accelerated based upon the market price of the Company's common stock achieving
certain milestones. One third of the remaining balance vests each year the
Company achieves such milestones.

         On October 10, 2002 we entered into a three-year employment agreement
with Joseph N. Bongiovanni as Vice President and Corporate Secretary. The
agreement provides for a base salary of $160,000, a stock option agreement for
67,000 shares of common stock and a car allowance of $850 per month to cover all
expenses related to the vehicle. The stock option provides for the purchase of
common stock at $3.25 per share. Of the shares underlying the option, 22,000
shares vested on the date of grant and the remaining shares will vest October
10, 2007. Vesting is accelerated based upon the market price of the Company's
common stock achieving certain milestones. One third of the remaining balance
vests each year the Company achieves such milestones.




                                      (11)
<PAGE>
         On April 25, 2003, we entered into an employment agreement with Michael
W. Simpson who resigned as director and officer of the Company as of March 13,
2003. The term of the agreement is from March 20, 2003 through July 15, 2003.
Under the agreement, Mr. Simpson will receive total compensation of $45,538
for the period of the agreement. In addition, the agreement provides for
severance of $46,250, if the agreement is not extended on July 15, 2003.

Compensation Committee Interlocks and Insider Participation

         Gilbert M. White served on our Compensation Committee during 2002. Mr.
White served as our Executive Vice President from June 1995 to January 1998.



































                                      (12)
<PAGE>



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND R
ELATED STOCKHOLDER MATTERS

         The following table sets forth as of April 10, 2003 (unless otherwise
noted) certain information with respect to the beneficial ownership of common
stock (i) by each person known to us to own beneficially five percent or more of
the Company's outstanding common stock (the only voting class outstanding), (ii)
by each director, (iii) by each of the persons named in the Summary Compensation
Table and (iv) by all officers and directors as a group.
<TABLE>
<CAPTION>
                                                                   Number of Shares           Percent of Class
                  Name and Address                              Beneficially Owned (1)       Beneficially Owned
                  ----------------                              ----------------------       ------------------
<S>                                                             <C>                          <C>
James M. Donegan.........................................            1,305,936(2)                  10.02%

David R. Dowsett.........................................               54,100(12)                     *

Lawrence D. Ellis........................................               85,200(13)                     *

Joseph N. Bongiovanni, III...............................              243,500(3)                   1.89%

Michael W. Simpson.......................................                                           1.22%(14)

Ralph Balzano............................................               31,333(9)                      *

John Branton.............................................               36,641(10)                     *

Paul D. Castignani.......................................               11,486(5)                      *

D. Walter Cohen..........................................               18,544(8)                      *

Vincent J. Papa..........................................               58,000(7)                      *

James Schleif............................................               29,841(11)                     *

Pasquale L. Vallone......................................              197,506(6)                   1.56%

Gilbert M. White.........................................              180,234(4)                   1.42%

State of Wisconsin Investment Board......................            2,182,000(15)                 17.29%

SAFECO Corporation.......................................            1,802,600(16)                 14.28%

AIM Management Group Inc.................................              954,700(17)                  7.56%

RS Investment Management Co. LLC.........................              713,900(18)                  5.66%

All Directors and Officers as a Group (12 persons).......            2,407,369(19)                 17.50%
</TABLE>
--------------------
*Less than one percent (1%)

(1)  Beneficial ownership is determined in accordance with the rules of the
     Securities and Exchange Commission and generally includes voting or
     investment power with respect to securities. Shares of common stock subject
     to options, warrants and convertible notes currently exercisable or
     convertible, or exercisable or convertible within 60 days of April 10,
     2003, are deemed outstanding for computing the percentage ownership of the
     person holding such securities but are not deemed outstanding for computing
     the percentage ownership of any other person. Except as indicated by
     footnote, and subject to community property laws where applicable, the
     person named in the table has sole voting and investment power with respect
     to all shares of common stock shown as beneficially owned by them.

(2)  Includes 1,600 shares of common stock held by Mr. Donegan as custodian for
     his son, 288,300 shares underlying an option and 59,702 underlying a stock
     grant which will be issued to him on April 1, 2004 based on his continued
     employment. The address of Mr. Donegan is The Med-Design Corporation, 2810
     Bunsen Avenue, Ventura, California 93003.

(3)  Includes options to purchase 168,500 shares of common stock and warrants to
     purchase 75,000 shares of common stock.













                                      (13)
<PAGE>
(4)  Includes 1,400 shares of common stock held by Mr. White's spouse and
     options to purchase 26,000 shares of common stock.

(5)  Includes options to purchase 8,544 shares of common stock.

(6)  Includes options to purchase 42,000 shares of common stock.

(7)  Includes options to purchase 58,000 shares of common stock.

(8)  Includes options to purchase 8,544 shares of common stock and warrants to
     purchase 9,000 shares of common stock.

(9)  Includes option to purchase 31,333 share of common stock.

(10) Includes options to purchase 27,841 shares of common stock.

(11) Includes options to purchase 27,841 shares of common stock.

(12) Includes options to purchase 50,000 shares of common stock.

(13) Includes options to purchase 59,200 shares of common stock and warrants to
     purchase 16,000 shares of common stock.

(14) Includes 25,000 shares underlying an option, 66,666 shares underlying a
     grant and 33,000 shared underlying a warrant. Mr. Simpson resigned as an
     officer and director of Med-Design as of March 13, 2003. Because Mr.
     Simpson was not an executive officer on April 10, 2003, the shares
     beneficially owned by Mr. Simpson are not included in the number set forth
     herein indicating beneficial ownership for all officers and directors as a
     group.

(15) Includes 25,000 shares underlying an option, 66,666 shares underlying a
     grant and 33,000 shares underlying a warrant. Mr. Simpson resigned as an
     officer and director as of March 13, 2003. Because Mr. Simpson was not an
     executive officer on April 10, 2003, the shares beneficially owned by Mr.
     Simpson are not included in the number set forth below indicating
     beneficial ownership for all officers and directors as a group.

(16) The principal business address for the State of Wisconsin is 121 E. Wilson
     St., Madison, Wisconsin, 53707. The information in the table is based on a
     Schedule 13G filed with Securities and Exchange Commission on February 12,
     2003 by the State of Wisconsin Investment Board with respect to beneficial
     ownership of 2,182,000 shares over which State of Wisconsin Investment
     Board has sole and dispositive voting power.

(17) The principal business address of SAFECO Corporation ("SAFECO") is 10865
     Willows Road N.E., Redmond, Washington. The information in the table is
     based on a Schedule 13G filed with the Securities and Exchange Commission
     on February 13, 2003 by SAFECO with respect to beneficial ownership of
     1,802,600 shares, of which SAFECO has shared voting and dispositive power
     with SAFECO Common Stock Trust with respect to 1,172,500 and with SAFECO
     Resource Series Trust with respect to 1,802,600 shares.

(18) The principal business address of AIM Management Group Inc. ("AIM") is 11
     Greenway Plaza, Suite 100, Houston, Texas, 77046. The information in the
     table is based on a Schedule 13G filed with the Securities and Exchange
     Commission on February 10, 2003 by AIM with respect to beneficial ownership
     of 954,700 shares over which AIM has sole voting and dispositive power.

(19) The principal business address of RS Investment Management Co. LLC ("RS")
     is 388 Market Street, Suite 17, San Francisco, California, 94111-5312. The
     information in the table is based on a Schedule 13G filed with the
     Securities and Exchange Commission on February 14, 2003 by RS with respect
     to beneficial ownership of 713,900 shares, of which RS has shared voting
     and dispositive power with G. Randall Hecht with respect to all shares,
     shared voting and dispositive power with RS Investment Management, Inc.
     with respect to 53,900 shares, shared voting and dispositive power with RS
     Investment Management, LP with respect to 660,000 shares and shared voting
     and dispositive power with RS Emerging Growth Fund with respect to 352,550
     shares.

(20) Includes options and warrants to purchase 1,146,653 shares of common stock.




                                      (14)
<PAGE>
Equity Compensation Plan Information

         The following table provides information as of December 31, 2002 with
respect to compensation plans under which equity compensation is authorized, as
well as individual compensatory arrangements.
<TABLE>
<CAPTION>
==============================================================================================================================
                                                                                                       Number of securities
                                                                                                     remaining available for
                                                                                 Weighted-average     future issuance under
                                                    Number of securities to     exercise price of      equity compensation
                                                    be issued upon exercise         outstanding          plans (excluding
                                                    of outstanding options,      options, warrants   securities reflected in
                                                     warrants and rights           and rights              column (a))
                   Plan category                             (a)                       (b)                    (c)
==============================================================================================================================
<S>                                                 <C>                        <C>                   <C>
Equity compensation plans approved by security
holders                                               2,611,619(1)(2)(3)             $ 8.33                 325,017
==============================================================================================================================
Equity compensation plans not approved by security
holders                                                      --                          --                     --
==============================================================================================================================
Total                                                 2,611,619                      $ 8.33                325,017
==============================================================================================================================
</TABLE>

(1)  Includes 119,404 shares of restricted stock granted to Mr. Donegan pursuant
     to his employment agreement (See Employment Agreements).

(2)  Includes 66,666 shares of restricted common stock granted to Mr. Simpson
     pursuant to his employment agreement, which vested one-third after the
     common stock traded over $22.00 per share for thirty consecutive trading
     days, vested an additional one-third on July 15, 2002 and will be fully
     vested on July 15, 2003.

(3)  Includes warrants to issue 600,000 shares of common stock to employees and
     consultants of the Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Joseph N. Bongiovanni, III, the senior partner of the law firm of
Bongiovanni & Berger, is a director, Vice President and Secretary of the
Company. During the fiscal years ended December 31, 2002 and 2001, Bongiovanni &
Berger received $26,610 and $44,265, respectively, for legal services billed to
Med-Design.

         On April 14, 2002, we loaned $275,000 to James M. Donegan,
collateralized by 59,700 shares of Med-Design's common stock owned by Mr.
Donegan. The principal amount of the loan accrued annual interest at the prime
lending rate. Pursuant to the terms of the loan, the $275,339 aggregate amount
of principal and interest due on the loan was repaid by Mr. Donegan on April 30,
2002.

         On April 15, 2002, pursuant to a Note and Pledge Agreement, we loaned
$250,000 to Michael W. Simpson, which will be collateralized by 66,666 shares of
Med-Design's common stock to be issued to Mr. Simpson on August 6, 2003. The
Note is repayable on the earlier of (i) April 15, 2004, (ii) the date on which
Mr. Simpson ceases to be an employee, consultant or director of Med-Design,
(iii) the date on which Med-Design provides notice to Mr. Simpson that the
closing price of the common stock has been $30.00 or higher for 20 consecutive
days as reported on the Nasdaq National Market, or (iv) the date on which Mr.
Simpson sells or transfers the pledged securities. The Note accrues interest at
16% per year until the issuance of the pledged securities to Mr. Simpson, at
which time the Note will accrue interest at the prime lending rate plus 1%.





                                      (15)
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                          THE MED-DESIGN CORPORATION
Dated: April 30, 2003

                                          By:    /s/ Joseph N. Bongiovanni, III
                                          -------------------------------------
                                          Joseph N. Bongiovanni, III
                                          Vice President and Secretary







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