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FORM 10-K/A
(Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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|---------- | ---------- | 
|(Mark One) | (Mark One) | 
|(Mark One) |           
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|                |  |                                                     
|--------------- |  | ----------------------------------------------------
|X IN BALLOT BOX |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|                |  | SECURITIES EXCHANGE ACT OF 1934                     
|                |  | For the fiscal year ended December 31, 2001         

OR

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|--------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------
|OPEN BALLOT BOX |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from_________________to

Commission File No. 000-30549

GENOMIC SOLUTIONS INC.
(Exact name of registrant as specified in its charter)

|                       |  |                         
|---------------------- |  | ------------------------
|State of Delaware      |  | 38-3383038              
|State of Incorporation |  | I.R.S. Employer I.D. No.

4355 Varsity Drive
Ann Arbor, Michigan 48108
(734) 975-4800
(Address of principal executive offices and telephone number)

Securities Registered Pursuant to Section 12(b) of the Act:None

Securities Registered Pursuant to Section 12(g) of the Act:Common Stock, Par Value $.001 Per Share





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|SIGNATURES



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EXPLANATORY NOTE:  This Amendment No. 2 to the Registrants Annual Report on
Form 10-K for the fiscal year ended December 31, 2001 (the Form 10-K) is
filed to amend the cover page of the Form 10-K to correct the number of shares
issued and outstanding as of March 12, 2002 and to correct the aggregate market
value of the Registrants common stock held by non-affiliates as of that date,
as follows:



| |  |  | As of March 12, 2002, the aggregate market value of the
Registrants common stock held by non-affiliates of the Registrant
was approximately $33,490,212, determined in accordance with the
highest price at which the stock was sold on such date as reported
by the Nasdaq National Market.
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | As of March 12, 2002, there were 31,169,583 shares of the
Registrants common stock issued and outstanding.                                                                                                                                                                                  

EXPLANATORY NOTE 2: This Amendment No. 2 to the Registrants Annual Report on
Form 10-K for the fiscal year ended December 31, 2001 (the Form 10-K) is
filed to amend the cover page of Amendment No. 1 to Form 10-K to correct the
number of shares issued and outstanding as of April 25, 2002 and to correct the
aggregate market value of the Registrants common stock held by non-affiliates
as of that date as follows:



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| | As of April 25, 2002, the aggregate market value of the
Registrants common stock held by non-affiliates of the Registrant
was approximately $22,402,767, determined in accordance with the
highest price at which the stock was sold on such date as reported
by the Nasdaq National Market.



| |                                                                                                            
| | -----------------------------------------------------------------------------------------------------------
| | As of April 25, 2002, there were 31,179,983 shares of the
Registrants common stock issued and outstanding.





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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Security
Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A-2 report
to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:     May 13, 2002

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| | GENOMIC SOLUTIONS INC.                                                                 
|
| | By:   /s/ Jeffrey S. WilliamsJeffrey S. Williams, President and
Chief Executive Officer



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