<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 2)

[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)

Delaware                                                           23-2771475
-------------------------------------------------------      -------------------
(State or other jurisdiction of incorporation                  (I.R.S. Employer
or organization)                                             Identification No.)

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)

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 [ ].

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes X  No__

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 May 13, 2003 was 12,701,280.



<PAGE>


                                Explanatory Note


This Amendment No. 2 to the Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 (the "Report") of The Med-Design Corporation (the "Company")
amends and restates the information required under Part III that was disclosed
in Amendment No. 1 to the Report, filed on April 30, 2003.

























                                        2
<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)(5)                       53         Director
James E. Schleif (1)(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 2001
for Balzano LLC. Mr. Balzano served as Chief Information Officer for the South
Manhattan Network of New York Hospital Corporation from 1998 to 2000. Mr.
Balzano served as Chief Information Officer for the City of New York and
Commissioner of the Department of Information Technology & Telecommunications
from 1994 to 1998. 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.






                                        3
<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, D.D.S. 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 our
knowledge, based solely on a review of the copies of such reports furnished to
us and representations of these persons that no other reports were required,
during the year ended December 31, 2002, all of our 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.









                                        4
<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 for the year
ended December 31, 2002.

                                                Summary Compensation Table
<TABLE>
<CAPTION>
                                                   Annual Compensation                      Long-Term Compensation
                                                   -------------------                      ----------------------
                                                                                                    Awards
                                                                                                    ------
                                                                                          Restricted
                                                                       Other Annual         Stock            Securities
Name and Principal Position            Year    Salary ($)   Bonus($)   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(3)                  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(4)          116,000
</TABLE>
----------
(1)   Represents 59,702 shares of common stock for 2002 and 2001 and 59,700
      shares 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)   Mr. Simpson resigned as Chief Strategy Officer and Executive Vice
      President on March 13, 2003, but remains an employee of the Company. See
      "Employment Agreements" below.

(4)   Represents 200,000 shares of common stock granted to Mr. Simpson on
      November 1, 2000, one-third of which vested on July 9, 2001, and one-third
      of which vested on July 9, 2002. The remaining shares will vest on July 9,
      2003. At December 31, 2002, Mr. Simpson held 30,382 shares of restricted
      stock.









                                        5
<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>
                                Number Of       Percent Of
                               Securities     Total Options
                               Underlying       Granted To      Exercise
                                Options        Employees In      Price     Expiration    Grant Date Present
      Name                      Granted         Fiscal Year      ($/Sh)       Date          Value ($)(1)
      ----                     ----------      ------------     --------   ----------    ------------------
<S>                            <C>             <C>              <C>        <C>           <C>
James M. Donegan               100,000(2)          12%            3.25      10/10/09          291,000
                               100,000(3)          12%            3.25      10/10/12          291,000

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

Lawrence D. Ellis               22,000(2)           3%            3.25      10/10/09           64,020
                                67,000(3)           8%            3.25      10/10/12          194,970

Joseph N. Bongiovanni, III      22,000(2)           3%            3.25      10/10/09           64,020
                                45,000(3)           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. For grants issued to Messrs. Donegan, Ellis and Bongiovanni,
      the expected volatility is 99.39%, the expected term of exercise is seven
      to ten years, the risk free interest rate is 2.00% and the dividend yield
      is 0.00%. For grants issued to Messr. Dowsett, the expected volatility is
      98.15% for the grant of 187,500 shares and 109.22% for the grant of
      112,500 shares, the expected term of exercise is ten years, the risk free
      interest rate is 3.00% and the dividend yield is 0.00%.

(2)   The options were granted on October 10, 2002 and vested immediately.

(3)   The options were granted on October 10, 2002 and vest on October 10, 2007.
      Vesting may be accelerated as to one-third, two-thirds and all underlying
      shares if the market price of our common stock reaches specified
      milestones.

(4)   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 vested on
      May 15, 2003 and 37,500 shares will vest on each of May 15, 2004, 2005 and
      2006.

(5)   The options were granted on July 26, 2002 and will vest on July 26, 2009.
      Vesting may be accelerated as to one-third, two-thirds and all underlying
      shares if our earnings per share reaches specified milestones.

Option Exercises and Fiscal Year-End Values

         The following table summarizes option exercises during 2002 and the
value of vested and unvested options for the persons named in the Summary
Compensation Table at December 31, 2002. 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. Value realized on exercised options is based upon
the closing market price of our common stock on the date of exercise.








                                        6
<PAGE>





Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
                                                             Number Of Securities       Value Of Unexercised
                                                       Underlying 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      $ 175,992     $  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
directors also receive $500 for each in-person committee meeting attended and
$500 for every three telephonic Committee meetings attended. No other directors
receive cash or other compensation for services on our board of directors or any
board committee. 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 our Chairman of the Board, 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 our common stock
under the agreement at an exercise price of $3.25 per share. Of the shares
underlying the option, 100,000 shares vested immediately and the remaining
balance will vest October 10, 2007. Vesting may be accelerated as to one-third,
two-thirds and all underlying shares if the market price of our common stock
reaches specified milestones.

         In June 2002, our Compensation Committee, after consultation with
outside professional compensation consultants, determined that Mr. Donegan had
been under-compensated since our 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, we entered into a four-year employment agreement with
David Dowsett, our 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 award covering 300,000 shares and an
automobile allowance of $800 per month to cover expenses related to the vehicle.
The stock option was issued in two traunches, 187,500 shares on May 15, 2002 at
an exercise price of $11.70 per share and 112,500 shares issued on July 26, 2002
at an exercise price of $6.51 per share. Of the shares underlying the May 15,
2002 grant representing 187,500 shares, 50,000 shares vested on October 15,
2002, 25,000 shares vested on May 15, 2003 and 37,500 shares will vest on each
of May 15, 2004, 2005 and 2006. Of the shares underlying the July 26, 2002 grant
representing 112,500 shares, all will vest on July 26, 2009. Vesting may be
accelerated as to one-third, two-thirds and all underlying shares if our
earnings per share reaches specified milestones.

         On October 10, 2002, we entered into a three-year employment agreement
with Lawrence D. Ellis our Vice President and Chief Financial Officer. The
agreement provides for a base salary of $168,000, the grant of a stock option to
purchase 89,000 shares of common stock and an automobile 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 shares underlying the option, 22,000
shares vested immediately and the remaining shares will vest October 10, 2007.
Vesting may be accelerated as to one-third, two-thirds and all underlying shares
if the market price of our common stock reaches specified milestones.






                                        7
<PAGE>

         On October 10, 2002 we entered into a three-year employment agreement
with Joseph N. Bongiovanni our Vice President and Corporate Secretary. The
agreement provides for a base salary of $160,000, the grant of a stock option
for 67,000 shares of common stock and an automobile allowance of $850 per month
to cover all expenses related to the vehicle. The stock has an exercise price of
$3.25 per share. Of the shares underlying the option, 22,000 shares vested
immediately and the remaining shares will vest October 10, 2007. Vesting may be
accelerated as to one-third, two-thirds and all underlying shares if the market
price of our common stock reaches specified milestones.

         On April 25, 2003, we entered into an employment agreement with Michael
W. Simpson who resigned as director and officer of Med-Design (but not as an
employee) as of March 13, 2003. Mr. Simpson remains an employee of Med-Design
involved in marketing and product management. 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. The
agreement was amended on June 10, 2003 to increase the compensation by $14,231
to a total of $59,769. In addition, the agreement provides for a severance
payment 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.
























                                        8
<PAGE>



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

         The following table sets forth as of April 10, 2003 (unless otherwise
indicated) certain information with respect to the beneficial ownership of our
common stock (i) by each person known to us to own beneficially five percent or
more of our outstanding common stock (the only voting class outstanding), (ii)
by each director, (iii) by each of the officers named in the Summary
Compensation Table included in this report and (iv) by all executive 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.........................................                  1,103,906(2)                   8.51%

David R. Dowsett.........................................                     54,100(3)                    *

Lawrence D. Ellis........................................                     85,200(4)                    *

Joseph N. Bongiovanni, III...............................                    243,500(5)                   1.89%

Michael W. Simpson.......................................                    155,048(6)                   1.22%

Ralph Balzano............................................                     31,333(7)                    *

John Branton.............................................                     36,641(8)                    *

Paul D. Castignani.......................................                     11,486(9)                    *

D. Walter Cohen..........................................                    18,544(10)                    *

Vincent J. Papa..........................................                    80,000(11)                    *

James Schleif............................................                    29,841(12)                    *

Pasquale L. Vallone......................................                   197,506(13)                   1.56%

Gilbert M. White.........................................                   180,234(14)                   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 current Directors and Officers as a Group (12 persons)                2,072,291(19)                  15.25%
</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.






                                        9
<PAGE>

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

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

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

(6)   Includes 25,000 shares underlying an option, 66,666 shares underlying a
      stock grant and 33,000 shares underlying a warrant. Mr. Simpson resigned
      as an officer and director of Med-Design as of March 13, 2003, although he
      continues to be an employee.

(7)   Includes options to purchase 31,333 shares of common stock.

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

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

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

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

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

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

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

(15)  The information in this table is as of December 31, 2002. The principal
      business address of the State of Wisconsin Investment Board is 121 E.
      Wilson St., Madison, Wisconsin, 53707. The information in the table and
      this note is based on Amendment No. 1 to Schedule 13G filed with
      Securities and Exchange Commission on February 12, 2003 by the State of
      Wisconsin Investment Board.

(16)  The information in this table is as of December 31, 2002 and includes
      1,802,600 shares as to which SAFECO Corporation ("SAFECO"), a Washington
      corporation, has shared voting and investment power with: SAFECO Common
      Stock Trust ("Common Stock Trust") as to 1,172,500 shares; SAFECO Resource
      Series Trust ("Resource Series Trust") as to 630,100 shares; and SAFECO
      Asset Management Company ("Asset Management") as to 1,802,600 shares. The
      information in the table and this note is based on Amendment No. 1 to
      Schedule 13G filed by SAFECO, Common Stock Trust, Resource Series Trust
      and Asset Management on February 13, 2003. The principal business
      addresses of certain of these entities are: SAFECO, SAFECO Plaza, Seattle,
      Washington 98185; Common Stock Trust, 4854 154th Place NE, Redmond,
      Washington 98052; Asset Management, 601 Union Street, Suite 2500, Seattle,
      Washington 98101; Asset Management, a subsidiary of SAFECO, is a
      registered investment advisor and Common Stock Trust and Resource Series
      Trust are registered investment companies for which Asset Management
      serves as an investment advisor.

(17)  The information in this table is as of December 31, 2002. The principal
      business address of AIM Management Group Inc. ("AIM") is 11 Greenway
      Plaza, Suite 100, Houston, Texas, 77046. The information in the table and
      this note is based on Amendment No. 1 to Schedule 13G filed with the
      Securities and Exchange Commission on February 10, 2003 by AIM on behalf
      of itself and its wholly-owned subsidiaries, AIM Advisors, Inc. and AIM
      Capital Management Inc.

(18)  The information in this table is as of December 31, 2002 and includes
      713,900 shares as to which RS Investment Co. LLC, a Delaware limited
      liability company ("RS"), shares voting power with: RS Investment
      Management, L.P., a California limited partnership ("RS L.P."), as to
      660,000 shares; RS Investment Management Inc., a Delaware corporation ("RS
      Inc."), as to 53,900 shares; G. Randall Hecht as to 713,900 shares; and RS
      Emerging Growth Funds, a series of Massachusetts business trusts ("RS
      Fund"), as to 352,500 shares. RS is the parent company of registered
      investment advisers whose clients have the right to receive or the power
      to direct the dividends from, or the proceeds from the sale of, the
      shares. RS L.P. is a registered investment adviser and the investment
      adviser to RS Fund, a registered investment company. RS Inc. is a
      registered investment adviser. RS is the general partner of RS L.P. and
      majority shareholder of RS Inc. Mr. Hecht is a control person of RS, RS
      L.P. and RS Inc. The information in the table and this note is derived
      from Amendment No. 1 to Schedule 13G ("RS Schedule 13G Amendment") filed
      by RS, RS L.P., RS Inc., RS Fund and Mr. Hecht on February 14, 2003. The
      electronic submission of the RS Schedule 13G Amendment indicates that RS's
      business address is 388 Market Street, Suite 200, San Francisco,
      California, 94111.

(19)  Includes options and warrants to purchase 1,086,951 shares of common
      stock.






                                       10
<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
                                                                            Weighted-average   for future issuance
                                                    Number of securities to exercise price of     under equity
                                                    be issued upon exercise    outstanding     compensation plans
                                                         of outstanding     options, warrants      (excluding
                                                           options,            and rights     securities reflected
                   Plan category                      warrants and rights          (b)           in column (a))
                                                              (a)                                      (c)
====================================================================================================================
<S>                                                 <C>                      <C>               <C>
Equity compensation plans approved by security           2,611,619(1)(2)(3)            $ 8.33               325,017
holders
====================================================================================================================
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" above.

(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 Med-Design.

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 Med-Design.
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 and for use of office space and other office related expenses.

         On March 15, 2002, the Company issued a warrant to purchase 18,000
shares of Med-Design common stock to D. Walter Cohen for consulting services
provided by Dr. Cohen. Dr. Cohen is a current director of Med-Design. The
warrant vests as to 6,000 shares on each of March 15, 2003, 2004 and 2005.

         On April 14, 2002, we loaned $275,000 to James M. Donegan, our Chairman
of the Board, Chief Executive Officer and President, collateralized by 59,700
shares of Med-Design 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, an employee of ours and our former Vice
President and Chief Strategy Officer, which will be collateralized by 66,666
shares of Med-Design 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%.





                                       11
<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: June 25, 2003

                                                  By: JOSEPH N. BONGIOVANNI, III
                                                  ------------------------------
                                                  Joseph N. Bongiovanni, III
                                                  Vice President and Secretary































                                       12
<PAGE>



                                  CERTIFICATION

I, James M. Donegan, certify that:

         1. I have reviewed this amendment and Amendment No. 1 to the annual
report on Form 10-K of The Med-Design Corporation; and

         2. Based on my knowledge, neither this amendment nor Amendment No. 1,
as amended by this amendment, contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with
respect to the period covered by this amendment and Amendment No. 1 to the
annual report.

Date: June 25, 2003

JAMES M. DONEGAN
----------------------------
James M. Donegan
Chief Executive Officer





































                                       13
<PAGE>



                                  CERTIFICATION

I, Lawrence D. Ellis, certify that:

         1. I have reviewed this amendment and Amendment No. 1 to the annual
report on Form 10-K of The Med-Design Corporation; and

         2. Based on my knowledge, neither this amendment nor Amendment No. 1,
as amended by this amendment, contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with
respect to the period covered by this amendment and Amendment No. 1 to the
annual report.

Date: June 25, 2003

LAWRENCE D. ELLIS
-------------------------------
Lawrence D. Ellis
Chief Financial Officer























                                       14